TABLE OF CONTENTS

Page No.

~~United States~~

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington, D.C.~~WASHINGTON, DC 20549

~~Form~~

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~ 30~~, 201~~7March 31, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period f~~rom ________~~from ____ to ~~__________~~____

Commission ~~file number~~ ~~000~~-~~55181~~File Number: 000-55181

Twinlab Consolidated Holdings, Inc.

~~TWINLAB CONSOLIDATED~~ ~~HOLDINGS, INC.~~

(Exact name of ~~registra~~ntregistrant as specified in its charter)

Nevada		46-3951742
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4800 T-Rex Avenue, Suite ~~305~~ ~~Boca Raton, Florida~~225		~~33431~~
Boca Raton, Florida	33431
(Address of principal executive offices)		(Zip Code)

(561) 443-4301

~~(561) 443-5301~~

(~~Registrant~~’sRegistrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal, ~~year,~~ if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

~~Yes~~ ~~☒ No ☐~~

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒ No ☐

~~Yes~~ ~~☒ No ☐~~

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated ~~filer,~~filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting ~~company”~~company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No☒

~~Yes~~ ~~☐ No ☒~~

The number of shares of common stock, ~~$0.001~~ par value $0.001, outstanding on ~~November 14, 2017~~May 6, 2022 was ~~252,924,027~~259,092,833 shares.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,” “project,” “target,” “potential,” “contemplate,” “goals,” “will,” “would,” “could,” “should,” “continue,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include, among other things, statements about our plans and ability to raise additional capital, including through equity offerings, debt financings, or other arrangements, the potential impact of the COVID-19 pandemic, and the efficacy and distribution of COVID-19 vaccines on our business operations.

These forward-looking statements are only predictions and we may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements. You should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. We have included important factors in the cautionary statements included in this Quarterly Report on Form 10-Q and in “Part I, Item 1A - Risk Factors” included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 29, 2022 that could cause actual future results or events to differ materially from the forward-looking statements that we make.

You should read this Quarterly Report on Form 10-Q and the documents that we have filed as exhibits to this Quarterly Report on Form 10-Q with the understanding that our actual future results may be materially different from what we expect. We do not assume any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.

Twinlab Consolidated Holdings, Inc.

Form 10-Q

			Page No.
~~Part~~PART I -– FINANCIAL INFORMATION

Item 1.		Financial Statements	1

		Condensed Consolidated Balance Sheets (Unaudited)	1

	Condensed Consolidated Statements of Operations (Unaudited)	2

		Condensed Consolidated Statements of ~~Comprehensive Loss~~Stockholders’ Deficit (Unaudited)	3

		Condensed Consolidated Statements of Cash Flows (Unaudited)	54

		Notes to Condensed Consolidated Financial Statements (Unaudited)	5

Item 2.		Management's Discussion and Analysis of Financial Condition and Results of Operations	22 20

Item 3.		Quantitative and Qualitative Disclosures About Market Risk	27 23

Item 4. 4.		Controls and Procedures	27 24

~~Part~~PART II -– OTHER INFORMATION		26

Item 1.		Legal Proceedings	29 26

~~Item1A.~~ Item 1A.		Risk Factors	29 26

Item 6. 2.	Unregistered Sales of Equity Securities and Use of Proceeds	~~Exhibits~~	30 26

Item 3.	Defaults Upon Senior Securities	~~Signature~~s 26
	31
Item 4.	Mine Safety Disclosures	26

Item 5.	Other Information	26

Item 6.	Exhibits	27

	Signatures	28

PART I I. – FINANCIAL INFORMATION

Item 1. 1. Financial Statements.

~~TWINLAB CONSOLIDATED HOLDINGS, INC.~~
~~CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)~~
~~(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)~~

September 30,

December 31,

2017

2016

ASSETS

Current assets:

Cash
$ 2,233 $ 5,097
Accounts receivable, net of allowance of $2,777 and $2,365, respectively
8,737 7,768
Inventories, net
18,368 17,601
Prepaid expenses and other current assets
2,238 2,870
Total current assets
31,576 33,336

Property and equipment, net
3,240 3,528
Intangible assets, net
28,450 30,197
Goodwill
24,098 24,098
Other assets
1,768 1,667

Total assets
$ 89,132 $ 92,826

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities:

Accounts payable
$ 4,607 $ 7,866
Accrued expenses and other current liabilities
10,266 11,434
Derivative liabilities
8,143 6,455
Notes payable and current portion of long-term debt, net of discount of $1,871 and $2,297, respectively
17,091 11,631
Total current liabilities
40,107 37,386

Long-term liabilities:

Deferred gain on sale of assets
1,606 1,727
Deferred tax liability
959 959
Notes payable and long-term debt, net of current portion and discount of $2,102 and $3,451, respectively
57,162 50,988
Total long-term liabilities
59,727 53,674

Total liabilities
99,834 91,060

Commitments and contingencies

Stockholders’ equity (deficit):

Preferred stock, $0.001 par value, 500,000,000 shares authorized, no shares issued and outstanding
- -
Common stock, $0.001 par value, 5,000,000,000 shares authorized, 387,730,078 shares issued
388 388
Additional paid-in capital
226,766 226,380
Stock subscriptions receivable
(30 ) (30 )
Treasury stock, 134,806,051 and 134,163,685 shares at cost, respectively
(500 ) (500 )
Accumulated deficit
(237,326 ) (224,472 )
Total stockholders’ equity (deficit)
(10,702 ) 1,766

Total liabilities and stockholders' equity (deficit)
$ 89,132 $ 92,826

Twinlab Consolidated Holdings, Inc.

Condensed Consolidated Balance Sheets (unaudited)

(amounts in thousands, except share and per share data)

	March 31, 2022			December 31, 2021
ASSETS

Current assets:
Cash	$	1,761		$	3,631
Accounts receivable, net		6,494			6,881
Inventories, net		7,618			5,814
Prepaid expenses and other current assets		714			1,045
Total current assets		16,587			17,371

Property and equipment, net		135			140
Right-of-use assets		5,243			5,480
Intangible assets, net		547			576
Other assets		1,301			1,301

Total assets	$	23,813		$	24,868

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:
Accounts payable	$	2,407		$	6,047
Lease liabilities		1,070			1,039
Accrued expenses and other current liabilities		5,322			5,422
Accrued interest		28,417			26,844
Notes payable and current portion of long-term debt		98,491			97,408
Total current liabilities		135,707			136,760


Long-term liabilities:
Lease liabilities		4,919			5,197
Total long-term liabilities		4,919			5,197

Total liabilities		140,626			141,957

Stockholders’ deficit:
Preferred stock, $0.001 par value, 500,000,000 shares authorized, 0 shares issued and outstanding		-			-
Common stock, $0.001 par value, 5,000,000,000 shares authorized, 393,898,884 and 393,898,884 shares issued, respectively		394			394
Additional paid-in capital		231,249			231,249
Stock subscriptions receivable		(30	)		(30	)
Treasury stock, 134,806,051 shares at cost		(500	)		(500	)
Accumulated deficit		(347,926	)		(348,202	)
Total stockholders’ deficit		(116,813	)		(117,089	)

Total liabilities and stockholders' deficit	$	23,813		$	24,868

The accompanying notes are an integral part of ~~the~~these condensed consolidated financial ~~statements~~.statements.

Twinlab Consolidated Holdings, Inc.

~~TWINLAB CONSOLIDATED HOLDINGS, INC.~~
~~CONDENSED CONSOLIDATED STATEMENTS OF~~
~~COMPREHENSIVE LOSS (UNAUDITED)~~
~~(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)~~

Condensed Consolidated Statements of Operations (unaudited)

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

Net sales
$ 20,612 $ 23,046 $ 66,130 $ 65,885
Cost of sales
17,103 15,963 50,368 49,405

Gross profit
3,509 7,083 15,762 16,480

Selling, general and administrative expenses
6,646 7,760 20,574 26,249

Loss from operations
(3,137 ) (677 ) (4,812 ) (9,769 )

Other income (expense):

Interest expense, net
(1,876 ) (2,423 ) (6,318 ) (6,530 )
Loss on stock purchase guarantee
- - - (3,210 )
Gain (loss) on change in derivative liabilities
(393 ) 14,065 (1,688 ) 28,128
Other income (expense), net
(12 ) 3 (36 ) (18 )

Total other income (expense)
(2,281 ) 11,645 (8,042 ) 18,370

Income (loss) before income taxes
(5,418 ) 10,968 (12,854 ) 8,601
Provision for income taxes
- - - (17 )

Total comprehensive income (loss)
$ (5,418 ) $ 10,968 $ (12,854 ) $ 8,584

Weighted average number of common shares outstanding – basic
252,924,027 250,806,152 252,935,792 264,740,245

Net income (loss) per common share – basic
$ (0.02 ) $ 0.04 $ (0.05 ) $ 0.03

Weighted average number of common shares outstanding – diluted (2016 corrected - see Note 1)
252,924,027 264,224,781 252,935,792 277,221,732

Net loss per common share – diluted (2016 corrected - see Note 1)
$ (0.02 ) $ (0.01 ) $ (0.05 ) $ (0.07 )

(amounts in thousands, except share and per share data)

	Three Months Ended March 31,
	2022			2021
Net sales	$	13,251		$	19,460
Cost of sales		8,822			12,342

Gross profit		4,429			7,118

Operating costs and expenses:
Selling expenses		924			889
General and administrative expenses		3,068			3,658

Income from operations		437			2,571

Other income (expense):
Interest expense, net		(1,837	)		(2,169	)
Other income (expense)		1,676			(19	)

Total other expense		(161	)		(2,188	)

Income before income taxes		276			383

Provision for income taxes		-			-

Total net income	$	276		$	383

Weighted average number of common shares outstanding - basic		259,092,833			258,058,131
Net income per common share - basic	$	-		$	-

Weighted average number of common shares outstanding - diluted		259,092,833			259,086,561
Net income per common share - diluted
(See Note 2 - Summary of Significant Accounting Policies)	$	-		$	-

The accompanying notes are an integral part of ~~the~~these condensed consolidated financial statements.

Twinlab Consolidated Holdings, Inc.

~~TWINLAB CONSOLIDATED HOLDINGS, INC.~~
~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)~~
~~(AMOUNTS IN THOUSANDS)~~

Condensed Consolidated Statements of Stockholders’ Deficit (unaudited)

Nine Months Ended

September 30,

2017

2016

Cash flows from operating activities:

Net income (loss)
$ (12,854 ) $ 8,584
Adjustments to reconcile net income (loss) to net cash used in operating activities:

Depreciation and amortization
2,416 2,212
Amortization of debt discount
1,774 2,717
Stock-based compensation
386 540
Provision for obsolete inventory
466 1,194
Provision for losses on accounts receivable
167 267
Loss on stock purchase price guarantee
- 3,210
(Gain) loss on change in derivative liabilities
1,688 (28,128 )
Other non-cash items
(121 ) (124 )
Changes in operating assets and liabilities:

Accounts receivable
(1,136 ) (2,293 )
Inventories
(1,233 ) (4,044 )
Prepaid expenses and other current assets
632 (1,113 )
Other assets
(101 ) 63
Accounts payable
(3,259 ) (5,241 )
Accrued expenses and other current liabilities
2,032 1,621

Net cash used in operating activities
(9,143 ) (20,535 )

Cash flows from investing activities:

Purchase of property and equipment
(51 ) (119 )

Cash flows from financing activities:

Proceeds from the exercise of warrants
- 1
Proceeds from the issuance of debt
6,267 22,089
Repayment of debt
(1,583 ) (2,973 )
Net borrowings from revolving credit facility
1,646 3,342

Net cash provided by financing activities
6,330 22,459

Net increase (decrease) in cash
(2,864 ) 1,805
Cash at the beginning of the period
5,097 1,240

Cash at the end of the period
$ 2,233 $ 3,045

(amounts in thousands, except share and per share data)

	Common Stock				Additional Paid-in			Stock Subscriptions			Treasury Stock					Accumulated
	Shares		Amount		Capital			Receivable			Shares		Amount			Deficit			Total

Balance, December 31, 2020		392,864,182	$	393	$	231,250		$	(30	)		134,806,051	$	(500	)	$	(333,262	)	$	(102,149	)
Shares issued upon exercise of warrants		1,034,702		1		(1	)		-			-		-			-			-
Net income		-		-		-			-			-		-			383			383
Balance, March 31, 2021		393,898,884	$	394	$	231,249		$	(30	)		134,806,051	$	(500	)	$	(332,879	)	$	(101,766	)

Balance, December 31, 2021	��	393,898,884	$	394	$	231,249		$	(30	)		134,806,051	$	(500	)	$	(348,202	)	$	(117,089	)
Net income		-		-		-			-			-		-			276			276
Balance, March 31, 2022		393,898,884	$	394	$	231,249		$	(30	)		134,806,051	$	(500	)	$	(347,926	)	$	(116,813	)

The accompanying notes are an integral part of ~~the~~these condensed consolidated financial statements.

Twinlab Consolidated Holdings, Inc.

~~TWINLAB CONSOLIDATED HOLDINGS, INC.~~
~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)~~
~~(AMOUNTS IN THOUSANDS) - Continued~~

Condensed Consolidated Statements of Cash Flows (unaudited)

Nine Months Ended

September 30,

2017

2016

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid for interest
$ 982 $ 3,818
Cash paid for income taxes
- 27

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING TRANSACTIONS:

Decrease in derivative liabilities and increase in common stock and additional paid-in capital on exercise of warrants
$ - $ 1,975
Issuance of other liability for purchase of treasury shares
- 500
Relief of stock subscription accrual through long-term debt
(3,200 ) -
Issuance of new long-term debt as payment of existing stock subscription accrual
3,200 -
Property and equipment acquired through the issuance of capital leases
330 -
Repayment of short-term debt
- (2,589 )
Issuance of long-term debt
- 2,589

(amounts in thousands)

	Three Months Ended March 31,
	2022			2021
Cash flows from operating activities:
Net income	$	276		$	383
Adjustments to reconcile net income to net cash used in operating activities
Depreciation and amortization		40			99
Amortization of right-to-use assets		237			210
Amortization of debt discount		-			215
Recovery of obsolete inventories		(164	)		(517	)
Provision for losses on accounts receivable		240			541
Forgiveness of PPP loan		(1,674	)		-
Changes in operating assets and liabilities:
Accounts receivable		147			(1,910	)
Inventories		(1,640	)		(2,593	)
Prepaid expenses and other current assets		331			(643	)
Other assets		-			14
Accounts payable		(3,640	)		2,588
Lease liabilities		(246	)		(217	)
Accrued expenses and other current liabilities		1,472			1,073

Net cash used in operating activities		(4,621	)		(757	)

Cash flows from investing activities:
Purchase of property and equipment		(6	)		-

Cash flows from financing activities:
Proceeds from the issuance of debt		-			1,344
Net borrowings from revolving credit facility		2,757			2,225

Net cash provided by financing activities		2,757			3,569

Net (decrease) increase in cash		(1,870	)		2,812
Cash at the beginning of the period		3,631			424

Cash at the end of the period	$	1,761		$	3,236

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	237		$	354

The accompanying notes are an integral part of ~~the~~ these condensed consolidated financial statements.

Twinlab Consolidated Holdings, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

(amounts in thousands, except share and per share amounts)

~~TWINLAB CONSOLIDATED HOLDINGS, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

~~(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)~~Note 1– Nature of Business

~~NOTE 1~~ ~~– NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~Nature of Business

~~Organization~~

Twinlab Consolidated Holdings, Inc. (the “Company”, “Twinlab,” “we,” “our” and “us”) was incorporated on October 24, 2013 under the laws of the State of Nevada as Mirror Me, Inc. On August 7, 2014, we amended our articles of incorporation and changed our name to Twinlab Consolidated Holdings, Inc.

~~Nature of Operations~~

We are an integrated ~~manufacturer,~~ marketer, distributor, and retailer of branded nutritional supplements and other natural products sold to and through domestic health and natural food stores, mass market retailers, specialty ~~stores~~store retailers, on-line retailers, and websites. Internationally, we market and distribute branded nutritional supplements and other natural products to and through health and natural product distributors and retailers.

Our products include vitamins, minerals, specialty supplements and sports nutrition products sold under the ~~Twinlab®~~Twinlab® brand name, ~~(including the Twinlab® Fuel brand of sports nutrition products);~~ a market leader in the healthy aging and beauty from within categories sold under the ~~Reserveage™~~Reserveage Nutrition and ResVitale® brand names; diet and energy products sold under the ~~Metabolife® brand name; the Re-Body®~~Metabolife® brand name; and a full line of herbal teas sold under the ~~Alvita®~~Alvita® brand name. To accommodate consumer preferences, our products come in various formulations and delivery forms, including capsules, tablets, softgels, chewables, liquids, sprays and powders. These products are sold primarily through health and natural food stores and on-line retailers, supermarkets, and mass-market retailers.

We also perform ~~contract manufacturing~~ services ~~for~~between private label ~~products.~~ ~~Our~~distributors and contract manufacturers under the NutraScience Labs (“NSL”) brand name. NSL facilitates the production of new supplements to market and reformulates existing products to include scientifically-backed ingredients. We provide our customers with numerous production services, including manufacturing, ~~business involves~~testing, label and packaging design, order fulfillment, and regulatory compliance.

NSL facilitates the contract manufacture of ~~custom~~a variety of high-quality vitamin and supplement products, including but not limited to, immune support supplements, cognitive support products, prebiotics and probiotics, supplements for weight management, and sports nutrition supplements. Our role in the ~~specifications~~production of ~~a customer who requires~~these products is to help our customers manufacture or reformulate dietary supplements for sale and distribution. We do this by working with contract manufacturers to build scientifically backed formulas for resale to our end customers. We also simplify the production process by providing quality control checks, storing inventory on site, labeling and designing finished ~~product under the customer’s own brand name.~~products, and drop shipping finished products ready for sale to our end customers. We do not market these private label products, ~~as our business is to manufacture and~~but rather sell the products to the customer, who is then ~~markets~~responsible for the marketing, distribution, and ~~sells the products~~sale to retailers or to their end ~~consumers.~~customers.

Going Concern

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which assumes continuity of operations and realization of assets and liabilities in the ordinary course of business. As of March 31, 2022, we had an accumulated deficit of $347,926. Historical losses are primarily attributable to lower than planned sales resulting from low fill rates on demand due to limitations of our working capital, delayed product introductions and postponed marketing activities, merger-related and other restructuring costs, and interest and refinancing charges associated with our debt refinancing. Losses have been funded primarily through debt.

Because of our history of operating losses and significant interest expense on our debt, we have a working capital deficiency of $119,120 as of March 31, 2022. We also have $98,491 of debt, net of discount, presented in current liabilities. These continuing conditions, among others, raise substantial doubt about our ability to continue as a going concern.

Management has addressed operating issues through the following actions: focusing on growing the core business and brands; continuing emphasis on major customers and key products; reducing operating costs that include significant workforce and salary expense reduction and continuing to negotiate lower prices from major suppliers. We believe that we may need additional capital to execute our business plan. If additional funding is required, there can be no assurance that sources of funding will be available when needed on acceptable terms or at all. To meet capital requirements, the Company may consider selling certain assets or seeking financing through a combination of equity offerings, debt financings, collaborations, strategic alliances, and licensing agreements.

Note 2 – Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Except as described herein, there have been no changes in the Company’s significant accounting policies as described in Note 2, Summary of Significant Accounting Policies, within the “Notes to Consolidated Financial Statements” accompanying the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and as required by Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. For further information, refer to the consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the Securities and Exchange Commission (“SEC”) on March 29, 2022. These interim condensed consolidated financial statements, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of the Company’s financial position and results of operations for the periods presented. All amounts and disclosures set forth in this Quarterly Report on Form 10-Q reflect adoption of these changes.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

~~Basis of Presentation and Unaudited Information~~

The condensed consolidated interim financial statements included herein have been prepared by the Company in accordance with United States generally accepted accounting principles, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for fair presentation of the information contained herein. Financial results for any interim period are not necessarily indicative of financial results that may be expected for the fiscal year. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 31, 2017.

Use of Estimates

The preparation of financial statements in conformity with ~~U.S. generally accepted accounting principles~~GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from those estimates. Significant management estimates include those with respect to returns and allowances, allowance for doubtful accounts, reserves for inventory obsolescence, the recoverability of long-lived assets, intangibles and goodwill and the estimated value of warrants and derivative liabilities.

Contract Liabilities

~~Revenue Recognition~~

~~Revenue from product sales, net~~Our contract liabilities consist of ~~estimated returns~~customer deposits and ~~allowances, is recognized when evidence of an arrangement is~~contractual guaranteed returns. Net contract liabilities are recorded in ~~place, related prices are fixed~~accrued expenses and ~~determinable, contractual obligations have been satisfied, title~~other current liabilities and ~~risk of loss have been transferred to the customer and collection~~consisted of the ~~resulting receivable~~following:

	March 31, 2022		December 31, 2021
Contract Liabilities - Customer Deposits	$	1,932	$	2,104
Contract Liabilities - Guaranteed Returns		54		56
	$	1,986	$	2,160

Disaggregation of Revenue

Revenue is ~~reasonably assured. Shipping terms~~disaggregated from contracts with customers by goods or services as we believe it best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are ~~generally~~ ~~freight on board shipping point. We sell predominately~~affected by economic factors. See details in the ~~North American and European markets, with international sales transacted in U.S. dollars.~~tables below.

	Three Months Ended March 31, 2022		Three Months Ended March 31, 2021
Product Sales	$	13,057	$	19,180
Fulfillment Services		194		280
	$	13,251	$	19,460

Fair Value of Financial Instruments

~~Fair~~ V~~alue of~~ F~~inancial~~ I~~nstruments~~

We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1– inputs are quoted prices in active markets for identical assets that the reporting entity has the ability to access at the measurement date.

Level 2– inputs are other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly.

Level 3– inputs are unobservable inputs for the asset that are supported by little or no market activity and that are significant to the fair value of the underlying asset or liability.

The ~~following table summarizes our~~Company did not have any financial instruments that are measured at fair value on a recurring basis as of ~~September 30, 2017~~ March 31, 2022 and December 31, ~~2016:~~2021.

September 30, 2017

Total

Level 1

Level 2

Level 3

Derivative liabilities
$ 8,143 $ - $ - $ 8,143

December 31, 2016

Total

Level 1

Level 2

Level 3

Derivative liabilities
$ 6,455 $ - $ - $ 6,455

Accounts Receivable and Allowances

We grant credit to customers and generally do not require collateral or other security. We perform credit evaluations of our customers and provide for expected claims related to promotional ~~items;~~items, customer ~~discounts;~~discounts, shipping ~~shortages; damages;~~shortages, damages, and doubtful accounts based upon historical bad debt and claims experience. As of ~~September 30, 2017,~~ March 31, 2022, total allowances amounted to ~~$2,777,~~$1,631, of which ~~$314~~$659 was related to doubtful accounts receivable. As of December 31, ~~2016,~~ 2021, total allowances amounted to ~~$2,365,~~$1,391, of which ~~$481~~$511 was related to doubtful accounts receivable.

~~Inventories~~

~~Inventories are stated at the~~ ~~lower of cost or net realizable value and are reduced by an estimated reserve for obsolete inventory.~~

~~Property and Equipment~~

Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation, including amounts amortized under capital leases, is calculated on the straight-line method over the estimated useful lives of the related assets, which are 7 to 10 years for machinery and equipment, 8 years for furniture and fixtures and 3 years for computers. Leasehold improvements are amortized over the shorter of the useful life of the asset or the term of the lease.

Normal repairs and maintenance are expensed as incurred. When assets are retired or otherwise disposed of, the related cost and accumulated depreciation or amortization is removed from the accounts and any gain or loss is included in the results of operations.

~~Intangible Assets~~

Intangible assets consist primarily of trademarks and customer relationships, which are amortized on a straight-line basis over their estimated useful lives ranging from 3 to 30 years. The valuation and classification of these assets and the assignment of amortizable lives involve significant judgment and the use of estimates.

We believe that our long-term growth strategy supports our fair value conclusions. For intangible assets, the recoverability of these amounts is dependent upon achievement of our projections and the execution of key initiatives related to revenue growth and improved profitability.

~~Goodwill~~

Goodwill is not subject to amortization, but is reviewed for impairment annually, or more frequently whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. An impairment charge would be recorded to the extent the carrying value of goodwill exceeds its estimated fair value. The testing of goodwill under established guidelines for impairment requires significant use of judgment and assumptions. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations.

~~Impairment of Long-Lived Assets~~

Long-lived assets, including intangible assets subject to amortization, are reviewed for impairment when changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the carrying amount of the asset exceeds the expected undiscounted cash flows of the asset, an impairment charge is recognized equal to the amount by which the carrying amount exceeds fair value. The testing of these intangibles under established guidelines for impairment requires significant use of judgment and assumptions. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations.

~~Indefinite-Lived Intangible Assets~~

~~Indefinite-lived intangible assets relating to the asset acquisition of Organic Holdings~~, LLC (“Organic Holdings”), a market leader in the healthy aging and beauty from within categories and owner of the award-winning Reserveage™ Nutrition brand, are determined to have an indefinite useful economic life and as such are not amortized. Indefinite-lived intangible assets are tested for impairment annually which consists of a comparison of the fair value of the asset with its carrying value. The total indefinite-lived intangible assets as of September 30, 2017 and December 31, 2016 was $5,900.

~~Value of Warrants Issued with Debt~~

~~We estimate the grant date value of certain warrants issued with debt, using an outside professional valuation firm, which uses the~~ Monte Carlo option lattice model. We record the amounts as interest expense or debt discount, depending on the terms of the agreement. These estimates involve multiple inputs and assumptions, including the market price of the Company’s common stock, stock price volatility and other assumptions to project earnings before interest, taxes, depreciation and amortization (“EBITDA”) and other reset events. These inputs and assumptions are subject to management’s judgment and can vary materially from period to period.

~~Derivative Liabilities~~

We have recorded certain warrants as derivative liabilities at estimated fair value, as determined based on our use of an outside professional valuation firm, due to the variable terms of the warrant agreements. The value of the derivative liabilities is generally estimated using the Monte Carlo option lattice model with multiple inputs and assumptions, including the market price of the Company’s common stock, stock price volatility and other assumptions to project EBITDA and other reset events. These inputs and assumptions are subject to management’s judgment and can vary materially from period to period.

~~Deferred gain on sale of assets~~

We entered into a sale-leaseback arrangement relating to our office facilities in 2013. Under the terms of the arrangement, we sold an office building and surrounding land and then leased the property back under a 15-year operating lease. We recorded a deferred gain for the amount of the gain on the sale of the asset, to be recognized as a reduction of rent expense over the life of the lease. Accordingly, we recorded amortization of deferred gain as a reduction of rental expense of $40 and $41 for the three months ended September 30, 2017 and 2016, respectively. For the nine months ended September 30, 2017 and 2016, we recorded amortization of $121 and $122, respectively. As of September 30, 2017 and December 31, 2016, unamortized deferred gain on sale of assets was $1,606 and $1,727, respectively.

Net ~~Loss~~Income per Common Share

Basic net income ~~or loss~~ per common share ~~(Basic EPS)~~(“Basic EPS”) is computed by dividing net income ~~or loss~~ by the weighted average number of common shares outstanding. Diluted net income ~~or loss~~ per common share ~~(Diluted EPS)~~(“Diluted EPS”) is computed by dividing net income ~~or loss~~ by the sum of the weighted average number of common shares outstanding and the dilutive potential common shares then outstanding. Potential dilutive common share equivalents consist of total shares issuable upon the exercise of outstanding stock options and warrants to acquire common stock using the treasury stock method and the average market price per share during the period.

~~The common shares used in the computation of our basic and diluted net loss per share are reconciled as follows:~~

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

(as corrected)

(as corrected)

Numerator:

Net income (loss)
$ (5,418 ) $ 10,968 $ (12,854 ) $ 8,584
Effect of dilutive securities on net income (loss):

Common stock warrants
- (14,065 ) - (28,128 )

Total net loss for purpose of calculating diluted net loss per common share
$ (5,418 ) $ (3,097 ) $ (12,854 ) $ (19,544 )

Number of shares used in per common share calculations:

Total shares for purposes of calculating basic net loss per common share
252,924,027 250,806,152 252,935,792 264,740,245
Weighted-average effect of dilutive securities:

Common stock warrants
- 13,418,629 - 12,481,487

Total shares for purpose of calculating diluted net loss per common share
252,924,027 264,224,781 252,935,792 277,221,732

Net income (loss) per common share:

Basic
$ (0.02 ) $ 0.04 $ (0.05 ) $ 0.03
Diluted
$ (0.02 ) $ (0.01 ) $ (0.05 ) $ (0.07 )

~~Correction~~ ~~of 2016 Diluted Net Loss Per Share~~

~~The diluted net loss per share for the period ended~~ ~~September 30, 2016 has been corrected. In accordance with U.S. generally accepted accounting principles, when~~When calculating diluted ~~earnings or loss~~income per share, if the effects are dilutive, companies are required to add back to net income ~~or loss~~ the effects of the change in derivative liabilities related to warrants. Additionally, if the effects of the change in derivative liabilities are added back to net income, ~~or loss,~~ companies are required to include the warrants outstanding related to the derivative liability in the calculation of the weighted average dilutive shares.

~~For the period ended~~ ~~September 30, 2016, as originally reported, we did not add back the effects of the change~~The common shares used in the ~~derivative liability in computing dilutive~~computation of our basic and diluted net income ~~or loss per share. The dilutive loss~~ per share ~~for the three and nine months ended September 30, 2016 in the table above has been revised to correct this error.~~are reconciled as follows:

	Three Months Ended March 31,
	2022		2021
Numerator:
Net income	$	276	$	383

Total net income for purpose of calculating diluted net income per common share	$	276	$	383

Number of shares used in per common share calculations:
Total shares for purpose of calculating basic net income per common share		259,092,833		258,058,131
Weighted-average effect of dilutive securities:
Common stock warrants		-		1,028,430

Total shares for purpose of calculating diluted net income per common share		259,092,833		259,086,561

Net income per common share:
Basic	$	-	$	-
Diluted	$	-	$	-

~~The table below reflects the diluted net~~ ~~loss per share as originally reported and net loss per share as corrected for the three and nine months ended September 30, 2016.~~

As originally reported

As corrected

Diluted net income (loss) per common share (three months)
$ 0.04 $ (0.01 )
Diluted net income (loss) per common share (nine months)
$ 0.03 $ (0.07 )
Weighted average shares oustanding - diluted (three months)
258,565,687 264,224,781
Weighted average shares oustanding - diluted (nine months)
275,633,914 277,221,732

~~The errors were corrected as of December 31, 2016, but since the adjustments were not material to any of the quarters~~ previously reported, the Form 10-Qs for those periods were not amended. Management has determined the effects to be neither quantitatively or qualitatively material to the financial statements included in any of the Form 10-Qs filed during 2016.

Significant Concentration of Credit Risk

Sales to our top ~~three~~3 customers a~~ggregated~~aggregated to approximately ~~33%~~31% and ~~25%~~28% of total sales for the three months ended ~~September 30, 2017~~March 31, 2022 and ~~2016, respectively,~~2021, respectively. Sales to 1 of those customers were approximately 12% and ~~27% and 26%~~8% of total sales for the ~~nine months ended September 30, 2017 and 2016, respectively. Sales to one of those customers were approximately 13% and 11% of total sales for the~~ three months ended ~~September 30, 2017~~March 31, 2022 and ~~2016, respectively, and 12% and 11% of total sales for the nine months ended September 30, 2017 and 2016,~~2021, respectively. Accounts receivable from these 3customers were approximately ~~55%~~34% and ~~29%~~ 29% of total accounts receivable as of ~~September 30, 2017~~March 31, 2022 and December 31, ~~2016,~~2021, respectively. A single customer represents 5% and 2% of total accounts receivable as of March 31, 2022 and December 31, 2021, respectively. This customer is a related party through a director who sits on both the Company’s Board of Directors and that of the customer.

~~Recent~~Leases

The Company accounts for leases in accordance with Accounting Standards Codification ("ASC") 842. The Company reviews all contracts and determines if the arrangement is or contains a lease, at inception. Operating leases are included in right-of-use (“ROU”) assets, current lease liabilities and long-term lease liabilities on the condensed consolidated balance sheets. The Company does not have any finance leases.

Operating lease ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The Company uses its estimated incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The operating lease ROU asset also includes any upfront lease payments made and excludes lease incentives and initial direct costs incurred. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with a term of 12 months or less are not recorded on the balance sheet. The Company’s lease agreements do not contain any residual value guarantees.

New and Recently Adopted Accounting Pronouncements

In ~~May~~ ~~2017, FASB amended its guidance regarding~~June 2016, the ~~scope~~Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update ("ASU") 2016-13,Financial Instruments-Credit losses (Topic 326): Measurement of ~~modification accounting~~Credit losses on Financial Instruments. ASU 2016-13 requires an organization to measure all expected credit losses for ~~share-based compensation arrangements. The amendments provide guidance about which changes~~financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Our status as a smaller reporting company allows us to defer adoption until the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. For public entities, the amendments in this update are effective for fiscal years beginning after December 15, 2017,annual period, including interim periods within ~~those fiscal years, with early adoption permitted. The amendments in~~the annual period, beginning January 1, 2023. Management is currently evaluating the requirements of this ~~update should be applied prospectively to an award modified on or after~~guidance and has not yet determined the impact of the adoption ~~date. We do not expect~~on the ~~new guidance to have a significant impact on our condensed consolidated financial statements or related disclosures.~~

In January 2017, FASB issued ASU No. 2017-04, “Simplifying the Test for Goodwill Impairment (Topic 350)” which removes Step 2 of the goodwill impairment test that requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019. Early adoption is permitted after January 1, 2017. We do not expect the new guidance to have a significant impact on our condensed consolidated financial statements or related disclosures.

~~In February 2016, FASB issued ASU No~~. 2016-02, “Leases (Topic 842)”. The amendments in this ASU revise the accounting related to lessee accounting. Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use asset for all leases with terms greater than 12 months affecting the pattern of expense recognition in the income statement. Leases previously defined as operating leases will be defined as financing leases and capitalized if the term is greater than one year. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and are to be applied through a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Early adoption is permitted. We are performing an assessment of our leases and have begun preparations for implementation and retrospective application to the earliest reporting period. As a result, financing leases will be recorded as an asset and a corresponding liability at the present value of the total lease payments. The asset will be decremented over the life of the lease on a pro-rata basis resulting in lease expense while the liability will be decremented using the interest method (ie. principal and interest). As such, we expect the new guidance will materially impact the asset and liability balances of our consolidated financial statements and related disclosures at the time of adoption.

Although there are several other new accounting pronouncements issued or proposed by FASB, which we have adopted or will adopt, as applicable, we do not believe any of these accounting pronouncements has had or will have a material impact on our ~~condensed consolidated~~Company's financial position or results ~~of operations.~~

~~NOTE 2~~ ~~– GOING CONCERN~~

~~The accompanying~~ condensed consolidated financial statements have been prepared on a going concern basis, which assumes continuity of operations and realization of assets and liabilities in the ordinary course of business. In most periods since our formation, we have generated losses from operations. At September 30, 2017, we had an accumulated deficit of $237,326. Historical losses are primarily attributable to lower than planned sales resulting from low fill rates on demand due to limitations of our working capital, delayed product introductions and postponed marketing activities, merger-related and other restructuring costs, and interest and refinancing charges associated with our debt refinancing. Losses have been funded primarily through issuance of common stock and third-party or related party debt.

Note 3– Inventories, net

~~Because of~~ our history of operating losses, significant interest expense on our debt, and the recording of significant derivative liabilities, we have a working capital deficiency of $8,531 at September 30, 2017. We also have $17,091 of debt,

Inventories, net ~~of discount, due within the next 12 months. These continuing conditions, among others, raise substantial doubt about our ability to continue as a going concern.~~

Management has addressed operating issues through the following actions: focusing on growing the core business and brands; continuing emphasis on major customers and key products; reducing manufacturing and operating costs and continuing to negotiate lower prices from major suppliers. We believe that we may need additional capital to execute our business plan. If additional funding is required, there can be no assurance that sources of funding will be available when needed on acceptable terms or at all.

~~NOTE~~ 3 ~~– INVENTORIES~~

~~Inventories~~ consisted of the ~~following at:~~following:

September 30,

December 31,

2017

2016

Raw materials
$ 6,348 $ 4,912
Work in process
2,013 1,189
Finished goods
12,411 13,438
20,772 19,539
Reserve for obsolete inventory
(2,404 ) (1,938 )
$ 18,368 $ 17,601

	March 31, 2022			December 31, 2021
Raw materials	$	1,570		$	2,016
Finished goods		6,672			4,586
		8,242			6,602
Reserve for obsolete inventory		(624	)		(788	)

Inventories, net	$	7,618		$	5,814

Note 4 – Property and Equipment, Net

~~NOTE~~ 4 ~~– PROPERTY AND EQUIPMENT~~

Property and equipment, net consisted of the ~~following at:~~following:

September 30,

December 31,

2017

2016

Machinery and equipment
$ 12,156 $ 10,885
Computers and other
9,500 9,119
Aquifer
482 482
Leasehold improvements
1,518 1,518
23,656 22,004
Accumulated depreciation and amortization
(20,416 ) (18,476 )
$ 3,240 $ 3,528

~~Assets held under capital leases are included in~~ ~~machinery and equipment and amounted to $1,082 and $1,142 as of September 30, 2017 and December 31, 2016, respectively.~~


	March 31, 2022			December 31, 2021
Machinery and equipment	$	36		$	36
Leasehold improvements		118			118
Computers and other		64			58
		218			212
Accumulated depreciation and amortization		(83	)		(72	)

Property and equipment, net	$	135		$	140

Depreciation and amortization expense ~~totaled $222~~totaled $11 and ~~$221~~$5 for the three months ended ~~September 30, 2017~~March 31, 2022 and ~~2016, respectively, and totaled $669 and $567 for the nine months ended September 30, 2017 and 2016,~~2021, respectively.

Note 5 – Intangible Assets

~~NOTE~~ 5 ~~– INTANGIBLE ASSETS~~

Intangible assets consisted of the ~~following at:~~following:

September 30,

December 31,

2017

2016

Trademarks
$ 12,166 $ 12,166
Indefinite-lived intangible assets
5,900 5,900
Customer relationships
19,110 19,110
Other
753 753
37,929 37,929
Accumulated amortization
(9,479 ) (7,732 )
$ 28,450 $ 30,197

March 31, 2022

December 31, 2021

Trademarks

$
4,739

$
4,739

Indefinite-lived intangible assets

120

120

Customer relationships

6,363

6,363

11,222

11,222

Accumulated amortization

(10,675
)

(10,646
)

Intangible assets, net

$
547

$
576

Trademarks are amortized over ~~period~~speriods ranging from 3 to 30 years and customer relationships are amortized over periods ranging from 15 to 16 ~~years, and other intangible assets are amortized over 3~~ years. Amortization expense was ~~$582~~$29 and ~~$557~~$94 for the three months ended ~~September 30, 2017~~March 31, 2022, and ~~2016, respectively, and was $1,747 and $1,645 for the nine months ended September 30, 2017 and 2016,~~2021, respectively.

Note 6 – Debt

~~NOTE~~ 6 ~~– DEBT~~

Debt consisted of the ~~following at:~~following:

September 30,

December 31,

2017

2016

Related-Party Debt:

July 2014 note payable to Little Harbor, LLC, net of unamortized discount of $0 and $206 as of September 30, 2017 and December 31, 2016, respectively
$ 3,267 $ 3,061
July 2016 note payable to Little Harbor, LLC
4,770 4,770
January 2016 note payable to Great Harbor Capital, LLC
2,500 2,500
March 2016 note payable to Great Harbor Capital, LLC
7,000 7,000
December 2016 note payable to Great Harbor Capital, LLC
2,500 2,500
August 2017 note payable to Great Harbor Capital, LLC
3,000 -
January 2016 note payable to Golisano Holdings LLC
2,500 2,500
March 2016 note payable to Golisano Holdings LLC
7,000 7,000
July 2016 note payable to Golisano Holdings LLC
4,770 4,770
December 2016 note payable to Golisano Holdings LLC
2,500 2,500
March 2017 note payable to Golisano Holdings LLC
3,267 -
November 2014 note payable to Golisano Holdings LLC (formerly payble to Penta

Mezzanine SBIC Fund I, L.P.), net of discount and unamortized loan fees in the aggregate of $1,694 and $2,304 as of September 30, 2017 and December 31, 2016, respectively
6,306 5,696
January 2015 note payable to Golisano Holdings LLC (formerly payable to JL-BBNC

Mezz Utah, LLC), net of discount and unamortized loan fees in the aggregate of $2,058 as of September 30, 2017
2,942 -
February 2015 note payable to Golisano Holdings LLC (formerly payable to Penta

Mezzanine SBIC Fund I, L.P.), net of discount and unamortized loan fees in the aggregate of $148 and $201 as of September 30, 2017 and December 31, 2016, respectively
1,852 1,799
Total related-party debt
54,174 44,096

Senior Credit Facility with Midcap, net of unamortized loan fees of $73 and $293 as of September 30, 2017 and December 31, 2016, respectively
14,901 13,035

Other Debt:

January 2015 note payable to JL-BBNC Mezz Utah, LLC, net of discount and unamortized loan fees in the aggregate of $2,744 as of December 31, 2016
- 2,256
April 2016 note payable to JL-Utah Sub, LLC
396 500
Capital lease obligations
1,582 2,732
Huntington Holdings
3,200 -
Total other debt
5,178 5,488

Total debt
74,253 62,619
Less current portion
(17,091 ) (11,631 )
Long-term debt
$ 57,162 $ 50,988

	March 31,		December 31,
	2022		2021
Related Party Debt:
July 2014 note payable to Little Harbor, LLC	$	3,267	$	3,267
July 2016 note payable to Little Harbor, LLC		4,770		4,770
January 2016 note payable to Great Harbor Capital, LLC		2,500		2,500
March 2016 note payable to Great Harbor Capital, LLC		7,000		7,000
December 2016 note payable to Great Harbor Capital, LLC		2,500		2,500
August 2017 note payable to Great Harbor Capital, LLC		3,000		3,000
February 2018 note payable to Great Harbor Capital, LLC		2,000		2,000
July 2018 note payable to Great Harbor Capital, LLC		5,000		5,000
November 2018 note payable to Great Harbor Capital, LLC		4,000		4,000
February 2020 note payable to Great Harbor Capital, LLC		2,500		2,500
January 2016 note payable to Golisano Holdings LLC		2,500		2,500
March 2016 note payable to Golisano Holdings LLC		7,000		7,000
July 2016 note payable to Golisano Holdings LLC		4,770		4,770
December 2016 note payable to Golisano Holdings LLC		2,500		2,500
March 2017 note payable to Golisano Holdings LLC		3,267		3,267
February 2018 note payable to Golisano Holdings LLC		2,000		2,000
February 2020 note payable to Golisano Holdings LLC		2,500		2,500
November 2014 note payable to Golisano Holdings LLC formerly payable to Penta Mezzanine SBIC Fund I, L.P.		8,000		8,000
January 2015 note payable to Golisano Holdings LLC formerly payable to JL-BBNC Mezz Utah, LLC		5,000		5,000
February 2015 note payable to Golisano Holdings LLC formerly payable to Penta Mezzanine SBIC Fund I, L.P.		1,999		1,999
Macatawa Bank		15,000		15,000
Total related party debt		91,073		91,073

Senior Credit Facility with Midcap		7,418		4,661

May 2020 Note Payable to Fifth Third Bank, N.A.		-		1,674

Total debt		98,491		97,408
Less current portion		98,491		97,408

Long-term debt	$	-	$	-

~~Related-Party Debt~~Little Harbor LLC

Mr. David L. Van Andel, the Chairman of the Company’s Board of Directors, is the owner and principal of Little Harbor LLC. Mr. Mark Bugge, at the time the notes were entered into, was a member of the Company’s Board of Directors and the Secretary of Little Harbor LLC.

July 2014 Note Payable to Little Harbor, LLC

Pursuant to a July 2014 Debt Repayment Agreement with Little Harbor, LLC (“Little Harbor”), an entity owned by certain stockholders of the Company, on February 6, 2018 we ~~are obligated~~entered into an agreement with Little Harbor to ~~pay such party $4,900 per year in structured monthly payments for 3 years provided that such payment obligations will terminate~~convert a debt repayment obligation of $3,267 into an unsecured promissory note (“Little Harbor Debt Repayment Note”). The note bears interest at ~~such earlier time as~~an annual rate of 8.5%, with the ~~trailing ninety day volume weighted average closing sales price of the Company’s common stock on all domestic securities exchanges on which such stock is listed equals or exceeds $5.06 per share. This note is unsecured and matured~~principal payable at maturity. The Little Harbor Debt Repayment Note was scheduled to mature on July 25, ~~2017 however this note remains outstanding and principal payment has been deferred~~2020; the maturity was subsequently extended to 2018. This note was non-interest bearing, accordingly, using an imputed interest rate of 16.2%, we recorded a note discount in July 2014, which has been amortized into interest expense based on the effective interest rate method over the term of the note.October 22, 2021.

July 2016 Note Payable to Little Harbor, LLC

On July 21, 2016, we issued an ~~Unsecured Delayed Draw Promissory Note~~unsecured delayed draw promissory note in favor of Little Harbor (“Little Harbor Delayed Draw Note”), pursuant to which Little Harbor ~~may, in its sole discretion and pursuant to draw requests made by~~loaned us the ~~Company, loan us up to the maximum principal~~full approved amount of ~~$4,770. This note is unsecured and matures on January 28, 2019.~~$4,770 during the year ended December 31, 2016. This note bears interest at an annual rate of ~~8.5%~~8.5%, with the principal payable at maturity. If Little Harbor, in its discretion, accepts a draw request made by the Company under this note, Little Harbor shall not transfer cash to the Company, but rather Little Harbor shall irrevocably agree to accept the principal amount of any monthly delayed draw under this note in lieu and in complete satisfaction of the obligation to make an equivalent dollar amount of periodic cash payments otherwise due ~~to Little Harbor under the July 2014 note payable. During the year ended December 31, 2016, we requested and Little Harbor LLC approved, draws totaling $4,770.~~ We issued a warrant into escrow in connection with this loan (see Little Harbor Escrow ~~Warrants~~Warrant in Note 7). This unsecured note was scheduled to mature on January 28, 2019; the maturity was subsequently extended to June 30, 2019 and October 22, 2021.

Little Harbor delivered a deferment letter pursuant to which Little Harbor agreed to defer all payments due under the aforementioned notes held by Little Harbor through October 22, 2021 and agreed to refrain from declaring a default and/or exercising any remedies under the notes.

Amendments to extend the maturity date and related payment deferrals of the aforementioned notes have not been executed and these notes are currently in default. We anticipate extending the maturity dates and related payment deferrals with the lending party, but we cannot guarantee that such extensions and payment deferrals will be successfully obtained on a timely basis or at all. To date, Little Harbor has not exercised any of its remedies available upon a default.

Great Harbor Capital LLC

Mr. David L. Van Andel, the Chairman of the Company’s Board of Directors, is the owner and principal of Great Harbor Capital LLC. Mr. Mark Bugge, at the time the notes were entered into, was a member of the Company’s Board of Directors and the Secretary of Great Harbor Capital LLC.

January 2016 Note Payable to Great Harbor Capital, LLC

Pursuant to a January 28, 2016 ~~Unsecured Promissory Note~~unsecured promissory note (“January 2016 GH Note”) with Great Harbor Capital, LLC (“GH”), an affiliate of a member of our Board of Directors, GH lent us ~~$2,500.~~$2,500. The ~~note matures on~~ January ~~28, 2019,~~2016 GH Note bears interest at an annual rate of ~~8.5%~~8.5%, with the principal payable in 24 monthly installments of ~~$104~~ $104which payment was to commence on February 28, 2017 but ~~has been~~was deferred to ~~January 28, 2018.~~August 31, 2019. We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note 7). The original maturity date of the January 2016 GH Note was January 28, 2019; the maturity was subsequently extended to June 30, 2019 and October 22, 2021.

March 2016 Note Payable to Great Harbor Capital, LLC

Pursuant to a March 21, 2016 ~~Unsecured Promissory Note,~~unsecured promissory note (“March 2016 GH Note”), GH lent us ~~$7,000. The note matures on~~$7,000. This March ~~21, 2019,~~2016 GH Note bears interest at an annual rate of ~~8.5%~~8.5%, with the principal payable in 24 monthly installments of ~~$292~~ $292which payment was to commence on April 21, 2017 but ~~has been~~was deferred to ~~January 21, 2018.~~August 30, 2019. We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note 7). The note was scheduled to mature on March 21, 2019; the maturity was subsequently extended to June 30, 2019 and October 22, 2021.

December 2016 Note Payable to Great Harbor Capital, LLC

Pursuant to a December 31, 2016 ~~Unsecured Promissory Note,~~unsecured promissory note (“December 2016 GH Note”), GH lent us ~~$2,500.~~$2,500. The ~~note matures on~~ December 3~~0, 2019,~~2016 GH Note bears interest at an annual rate of ~~8.5%~~8.5%, with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note 7). The note was scheduled to mature on December 31, 2019; the maturity was subsequently extended to October 22, 2021.

August 2017 Note Payable to Great Harbor Capital, LLC

Pursuant to an August 30, 2017 ~~Secured Promissory Note,~~secured promissory note, GH lent us ~~$3,000.~~$3,000 (“August 2017 GH Note”). The ~~note matures on~~ August ~~29, 2020,~~2017 GH Note bears interest at an annual rate of ~~8.5%~~8.5%, with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note 7). The note was scheduled to mature on August 29, 2020; the maturity was subsequently extended to October 22, 2021.

February 2018 Note Payable to Great Harbor Capital, LLC

Pursuant to a February 6, 2018 secured promissory note, GH lent us $2,000 (“February 2018 GH Note”). The note bears interest at an annual rate of 8.5%, with the principal payable at maturity. This note is secured by collateral and is subordinate to the indebtedness owed to Midcap Funding X Trust as successor-by-assignment from MidCap Financial Trust (“MidCap”). The note was scheduled to mature on February 6, 2021; the maturity was subsequently extended to October 22, 2021.

As previously reported, on February 6, 2018, the Company issued an amended and restated secured promissory note to GH (“A&R August 2017 GH Note”) replacing the prior secured promissory note issued on August 30, 2017. The amendment and restatement added a requirement that when the Company consummates any Special Asset Disposition (as defined in the February 2018 GH Note), provided that the Company has a minimum liquidity of $1,000, the Company will use the net cash proceeds from the Special Asset Disposition to pay any accrued and unpaid interest under the A&R August 2017 GH Note and any other note subject to the Intercreditor Agreement (defined below). The interest rate and payment terms remain unchanged from the original secured promissory note issued to GH on August 30, 2017; however, the maturity date was extended to October 22, 2021.

Furthermore, as a result of notes issued on February 6, 2018, by GH and Golisano Holdings LLC (“Golisano LLC”), GH and Golisano LLC entered into an “Intercreditor Agreement” where they agreed that each of the February 2018 GH Note, A&R August 2017 GH Note, and the Golisano LLC February 2018 Note (as defined below) are pari passu as to repayment, security and otherwise and are equally and ratably secured.

July 2018 Note Payable to Great Harbor Capital, LLC

Pursuant to a July 27, 2018 secured promissory note, GH loaned the Company $5,000 ("July 2018 GH Note"). The July 2018 GH Note bears interest at an annual rate of 8.5%, with the principal payable on maturity. Interest on the outstanding principal accrues at a rate of 8.5% per year and is payable monthly on the first day of each month, beginning September 1, 2018. The principal of the July 2018 GH Note was payable at maturity on January 27, 2020. The July 2018 GH Note is secured by collateral. We issued a warrant to GH in connection with this loan (see GH Warrants in Note 7). In July 2019, the Company and GH amended this note to extend the maturity date to October 22, 2021.

The July 2018 GH Note is subordinate to the indebtedness owed to MidCap. The July 2018 GH Note is senior to the indebtedness owed to Little Harbor and Golisano LLC.

November 2018 Note Payable to Great Harbor Capital, LLC

Pursuant to a November 5, 2018 secured promissory note, GH loaned the Company $4,000 ("November 2018 GH Note"). The November 2018 GH Note bears interest at an annual rate of 8.5%, with the principal payable on maturity. Interest on the outstanding principal accrues at a rate of 8.5% per year and is payable monthly on the first day of each month, beginning December 1, 2018. The principal of the November 2018 GH Note was payable at maturity on November 5, 2020. The November 2018 GH Note is secured by collateral. We issued a warrant to GH in connection with this loan (see GH Warrants in Note 7). In July 2019, the Company and GH amended this note to extend the maturity to October 22, 2021.

February 2020 Note Payable to Great Harbor Capital, LLC

Pursuant to a February 2020 unsecured promissory note (“February 2020 GH Note”), an affiliate of a member of our Board of Directors, GH lent us $2,500. The February 2020 GH Note bears interest at an annual rate of 8%, with the principal payable at the maturity of October 22, 2021. GH delivered a deferment letter pursuant to which GH agreed to defer all payments due under the aforementioned notes held by GH, through October 22, 2021and agreed to refrain from declaring a default and/or exercising any remedies under the notes.

Amendments to extend the maturity date and related payment deferrals of the aforementioned notes have not been executed and these notes are currently in default. We anticipate extending the maturity dates and related payment deferrals with the lending party, but we cannot guarantee that such extensions and payment deferrals will be successfully obtained on a timely basis or at all. To date, GH has not exercised any of its remedies available upon a default.

Golisano Holdings LLC

Mr. B. Thomas Golisano, a member of the Company’s Board of Directors is a principal of Golisano LLC.

November 2014 Note Payable to Golisano Holdings LLC (formerly payable to Penta Mezzanine SBIC Fund I, L.P.)

On November 13, 2014, we raised proceeds of ~~$8,000,~~$8,000, less certain fees and expenses, from the issuance of a secured note to Penta Mezzanine SBIC Fund I, L.P. (“Penta”). The ~~Managing Director~~managing director of Penta, an institutional investor, is also a director of our Company. We granted Penta a security interest in our assets and pledged the shares of our subsidiaries as security for the note. On March 8, 2017, Golisano ~~Holdings~~ LLC ~~(“Golisano LLC”)~~ acquired this note payable from ~~Penta.~~Penta (“First Golisano Penta Note”). Interest on the outstanding principal accrued at a rate of ~~12%~~12% per year from the date of issuance to March 8, 2017, and decreased to 8%8% per year thereafter, payable monthly. The ~~note matures on November 13, 2019. On August 30, 2017, we entered into an amendment with~~Company and Golisano LLC ~~which extended payment of principal~~amended this note to ~~maturity.~~extend the maturity from November 5, 2020 to October 22, 2021. We issued a warrant to Penta to purchase 4,960,740 shares of the Company’s common stock in connection with this loan (see Penta Warrants in Note 7). The estimated fair value of the warrant at the date of issuance was $3,770, which was recorded as a note discount and is being amortized into interest expense over the term of this loan. ~~Additionally, we had incurred loan fees of $273, which is also being amortized into interest expense over the term of this loan.~~

January 2015 Note Payable to Golisano Holdings LLC (formerly payable to JL-Mezz Utah, LLC-f/k/a JL-BBNC Mezz Utah, LLC)

On January 22, 2015, we raised proceeds of ~~$5,000,~~$5,000, less certain fees and expenses, from the sale of a note to JL-Mezz Utah, LLC (f/k/a JL-BBNC Mezz Utah, LLC) (“JL-US”). The proceeds were restricted to pay a portion of the Nutricap Labs, LLC (“Nutricap”) asset acquisition. We granted JLJL-US a security interest in the Company’s assets, including real estate and pledged the shares of our subsidiaries as security for the note. On March 8, 2017, Golisano LLC acquired this note payable from ~~JL.~~

JL-US. Interest on the outstanding principal accrued at a rate of ~~12%~~12% per year from the date of issuance to March 8, 2017, and decreased to 8%8% per year thereafter, payable ~~monthly.~~monthly (“Golisano JL-US Note”). The note ~~matures~~matured on ~~November 13, 2019.~~October 22, 2021. On August 30, 2017, we entered into an amendment with Golisano LLC which extended payment of principal to maturity. We issued a warrant to JLJL-US to purchase 2,329,400 shares of the Company’s common stock on January 22, 2015 and 434,809 shares of the Company’s common stock on February 4, 2015 ~~(see JL Warrants in Note 7)~~. The ~~estimated fair value of these~~434,809 warrants at the date of issuances was $4,389, which was recorded as a note discount and is being amortized into interest expense over the term of these loans. Additionally, we had incurred loan fees of $152 relating to this loan, which is also being amortized into interest expense over the term of these loans.expired unexercised on February 13, 2020.

February 2015 Note Payable to Golisano Holdings LLC (formerly payable to Penta Mezzanine SBIC Fund I, L.P.)

On February 6, 2015, we raised proceeds of ~~$2,000,~~$2,000, less certain fees and expenses, from the issuance of a secured note payable to Penta. The proceeds were restricted to pay a portion of the acquisition of the customer r~~elationships~~relationships of Nutricap. On March 8, 2017, Golisano LLC acquired this note payable from ~~Penta.~~Penta (“Second Golisano Penta Note”). Interest on the outstanding principal accrued at a rate of ~~12%~~12% per year from the date of issuance to March 8, 2017, and decreased to 8%8% per year thereafter, payable monthly. The note ~~matures~~matured on ~~November 13, 2019.~~October 22, 2021. On August 30, 2017, we entered into an amendment with Golisano LLC which extended payment of principal to maturity. We issued a warrant to Penta to purchase 869,618 shares of the Company’s common stock in connection with this loan (see Penta Warrants in Note 7). The estimated fair value of these warrants at the date of issuances totaled $250, which was recorded as a note discount and is being amortized into interest expense over the term of this loan. ~~Additionally, we had incurred loan fees of $90, which is also being amortized into interest expense over the term of these loans.~~

January 2016 Note Payable to Golisano Holdings LLC

Pursuant to a January 28, 2016 ~~Unsecured Promissory Note~~unsecured promissory note with Golisano LLC (“Golisano LLC January 2016 Note”), an affiliate of a member of our Board of Directors, Golisano LLC lent us ~~$2,500.~~$2,500. The note ~~matures~~was scheduled to mature on January 28, 2019; the maturity was subsequently extended to June 30, 2019 and October 22, 2021. This note bears interest at an annual rate of ~~8.5%, with the principal payable in 24 monthly installments of $104~~ ~~which was to commence on February 28, 2017 but has been deferred to January 28, 2018.~~8.5%. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note 7).

March 2016 Note Payable to Golisano Holdings LLC

Pursuant to a March 21, 2016 ~~Unsecured Promissory Note,~~unsecured promissory note, Golisano LLC lent us ~~$7,000.~~$7,000 (“Golisano LLC March 2016 Note”). The note ~~matures~~was scheduled to mature on March 21, 2019; the maturity was subsequently extended to June 30, 2019 and October 22, 2021. This note bears interest at an annual rate of ~~8.5%, with the principal payable in 24 monthly installments of $292~~ ~~which was to commence on April 21, 2017 but has been deferred to January 21, 2018.~~8.5%. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note 7).

July 2016 Note Payable to Golisano Holdings LLC

On July 21, 2016, we issued an ~~Unsecured Delayed Draw Promissory Note~~unsecured delayed draw promissory note in favor of Golisano LLC pursuant to which Golisano LLC may, in its sole discretion and pursuant to draw requests made by the Company, loan the Company up to the maximum principal amount of ~~$4,770~~$4,770 (the “Golisano LLC July 2016 Note”). During the year ended December 31, 2016, we requested and Golisano LLC approved, draws totaling $4,770. The Golisano LLC July 2016 Note ~~matures~~was scheduled to mature on January 28, ~~2019.~~ 2019; the maturity was subsequently extended to October 22, 2021. Interest on the outstanding principal accrues at a rate of 8.5% per year. The principal of the Golisano LLC July 2016 Note is payable at maturity. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note 7). ~~During the year ended December 31, 2016, we requested and Golisano LLC approved, draws totaling $4,770.~~

December 2016 Note Payable to Golisano Holdings LLC

Pursuant to a December 31, 2016 ~~Unsecured Promissory Note,~~unsecured promissory note, as amended and restated, Golisano LLC lent us ~~$2,500.~~$2,500 (“Golisano LLC December 2016 Note”). The note ~~matures on December 30, 2019,~~ bears interest at an annual rate of ~~8.5%~~8.5%, with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note 7). The note was scheduled to mature on December 30, 2019; the maturity was subsequently extended to October 22, 2021.

March ~~201~~7 2017 Note Payable to Golisano Holdings LLC

Pursuant to a March 14, 2017 ~~Unsecured Promissory Note,~~unsecured promissory note, as amended and restated, Golisano LLC lent us ~~$3,267.~~$3,267 (“Golisano LLC March 2017 Note”). The note ~~matures on December 30, 2019,~~ bears interest at an annual rate of ~~8.5%~~8.5%, with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note 7). The note was scheduled to mature on December 30, 2019; the maturity was subsequently extended to October 22, 2021.

February 2018 Note Payable to Golisano Holdings LLC

Pursuant to a February 6, 2018 secured promissory note, Golisano LLC lent us $2,000 (“Golisano LLC February 2018 Note”). The note bears interest at an annual rate of 8.5%, with the principal payable at maturity. This note is secured by collateral and is subordinate to the indebtedness owed to MidCap. The note was scheduled to mature on February 6, 2021; the maturity was subsequently extended to October 22, 2021.

February 2020 Note Payable to Golisano Holdings LLC

Pursuant to a February 2020 unsecured promissory note (“Golisano LLC February 2020 Note”), an affiliate of a member of our Board of Directors, Golisano LLC lent us $2,500. The Golisano LLC February 2020 Note bears interest at an annual rate of 8%, with the principal payable at the maturity date of October 22, 2021.

Golisano LLC delivered a deferment letter pursuant to which Golisano LLC agreed to defer all payments due under the aforementioned notes held by Golisano LLC through October 22, 2021 and agreed to refrain from declaring a default and/or exercising any remedies under the notes.

Amendments to extend the maturity date and related payment deferrals of the aforementioned notes have not been executed and these notes are currently in default. We anticipate extending the maturity dates and related payment deferrals with the lending party, but we cannot guarantee that such extensions and payment deferrals will be successfully obtained on a timely basis or at all. To date, Golisano LLC has not exercised any of its remedies available upon a default.

Macatawa Bank

Mr. Mark Bugge is a former member of the board of directors of Macatawa Bank (“Macatawa”) and was a member of the Company’s board of directors; he was an active member of both boards at the time of the term loan note. Two other members of the Company’s Board of Directors, Mr. B. Thomas Golisano and Mr. David L. Van Andel, are the owners and principals of the guarantor, 463IP Partners, LLC (“463IP”). Furthermore, Mr. Van Andel, through his interest in a trust, holds an indirect limited partnership interest in White Bay Capital, LLLP, which has an ownership interest of greater than 10% in Macatawa.

On December 4, 2018, the Company entered into a Term Loan Note and Agreement (the "Term Loan") in favor of Macatawa. Pursuant to the Term Loan, Macatawa loaned the Company $15,000. The Term Loan was scheduled to mature on November 30, 2020; however, in September 2020, the Company and Macatawa amended the Term Loan to extend the maturity date to November 30, 2022. The Term Loan accrues interest at the interest rate equivalent to the one-month LIBOR Rate plus 1.00% (the interest rate will not be less than 2.50%; the rate was 2.50% as of March 31, 2022). After the maturity date or upon the occurrence or continuation of an event of default, the unpaid principal balance shall bear interest at the interest rate of the note plus 3.00%. The note is secured by the Limited Guaranty, defined below, and is subordinate to the indebtedness owed to MidCap.

In connection with the Term Loan, 463IP has entered into a limited guaranty, dated as of December 4, 2018, in favor of Macatawa (the "Limited Guaranty") pursuant to which it has agreed to guarantee payment under the Term Loan and any and all renewals of the Term Loan and all interest accrued on such indebtedness limited to $15,000 plus any accrued interest. On October 28, 2019, the Term Loan was amended and GH and Golisano LLC replaced 463IP as “Entity Guarantor” as defined in the Term Loan, and provided their guaranties for payment of the Company’s indebtedness and obligations under the Term Loan.

Senior Credit Facility with Midcap

On January 22, 2015, we entered into a ~~three-year $15,000~~three-year $15,000 revolving credit facility (the “Senior Credit Facility”) pursuant to a credit and security agreement, based on our accounts receivable and inventory, ~~increasable~~which could be increased to up to ~~$20,000,~~$20,000 upon satisfaction of certain conditions, with MidCap. MidCap ~~Financial Trust, which~~ subsequently assigned the agreement to an affiliate, Midcap Funding X ~~Trust (“MidCap”).~~ Trust.

On September 2, 2016, we entered into an amendment with Midcap to increase the Senior Credit Facility to ~~$17,000~~$17,000 and extend our facility an additional 12 months. We granted MidCap a first priority security interest in certain of our assets and pledged the shares of our subsidiaries as security for amounts owed under the ~~credit facility.~~Senior Credit Facility. We ~~are required~~agreed to pay Midcap an unused line fee of ~~0.50%~~0.50% per annum, a collateral management fee of 1.20% per month, and interest of LIBOR plus 5%5% per ~~annum, which was 6.24% per annum as of September 30, 2017.~~annum. We issued a warrant to Midcap to purchase 500,000 shares of the Company’s common stock (see Midcap Warrant in Note 7).

On January 22, 2019, we entered into Amendment Sixteen to the Credit and Security Agreement (the "MidCap Sixteenth Amendment"). The ~~estimated fair value~~MidCap Sixteenth Amendment reduced the revolving credit facility amount from a total of ~~these warrants at~~$17,000 to a total of $5,000 and extended the expiration date from January 22, 2019 to April 22, 2019.

On February 13, 2019, MidCap informed the Company that MidCap had re-assigned all of ~~issuance was $130,~~its rights, powers, privileges and duties as “Agent” under the Credit and Security Agreement, as well as all of its right, title and interest in and to the revolving loans made under the facility from Midcap Funding X Trust to MidCap IV Funding.

On April 22, 2019, we entered into Amendment Seventeen to the Credit and Security Agreement (the "MidCap Seventeenth Amendment"), which ~~was recorded as a note discount~~effectively increased the revolving credit facility amount to $12,000 and ~~is being amortized into interest expense over the term of~~renewed the Senior Credit ~~Facility. Additionally,~~ Facility for an additional two years expiring on April 22, 2021.

On April 22, 2021, we entered into Amendment Eighteen to the Credit and Security Agreement (the "MidCap Eighteenth Amendment"), which effectively updated the unused line fee to 0.375% per annum, updated the interest rates to 3.75% per annum, and renewed the Senior Credit Facility for an additional three years expiring on April 22, 2024.

We have incurred loan fees totaling ~~$540~~$540 relating to the Senior Credit Facility and ~~any~~the subsequent amendments, which is also being amortized into interest expense over the term of the Senior Credit Facility. The balance owed on the Senior Credit Facility was $7,418 as of March 31, 2022.

Other Debt

~~April 2016~~May 2020 Note Payable to ~~JL-Utah Sub, LLC~~Fifth Third Bank N.A.

~~Pursuant to an April~~

On May 7, 2020, Twinlab Consolidated Corporation ("TCC"), the operating subsidiary of the Company, received the proceeds of a loan from Fifth Third Bank, National Association ("Fifth Third Bank") in the amount of $1,674 obtained under the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted March 27, 2020 (the "PPP Loan”). The PPP Loan, evidenced by a promissory note dated May 5, 2020 (the “PPP Note”), ~~2016 Unsecured Promissory Note, JL-Utah Sub, LLC lent us $500. The note matures on March 21, 2019,~~has a two-year term and bears interest at ~~an annual~~a rate of ~~8.5%,~~1.0% per annum, with expected monthly principal and interest payments that were due to begin December 1, 2020. TCC used the ~~principal payable in 24 monthly installments~~proceeds of ~~$21 commencing on April 21, 2017.~~

~~Capital Lease Obligations~~

~~Our capital lease obligations pertain to various leasing agreements with Essex Capital Corporation (“Essex”), a related party to~~the PPP Loan for payroll, office rent, and utilities, which allowed the Company ~~as Essex’s principal owner is a director~~to seek forgiveness for this loan.

The Company submitted its application for 100% forgiveness for this loan in November 2021. In January 2022, the full amount of the ~~Company.~~

~~Huntington Holdings, LLC~~

~~On August 6, 2016,~~PPP Loan was forgiven by the ~~18-month anniversary of the closing of~~Small Business Administration ("SBA"). As a ~~share purchase agreement, we were required to pay the purchaser of the common stock the difference between $2.29 per share and either a defined market price or a price per share determined by~~ a valuation firm acceptable to both parties. Based on an outside professional valuation performed on the Company’s common stock, the Company estimated the stock price guarantee payment to be $3,210. Accordingly,result, the Company recorded a ~~loss~~gain on the ~~stock purchase price guarantee~~forgiveness of ~~$3,210 and a corresponding liability for~~ the ~~same amount in 2016, which was included in accrued expenses and other current liabilities~~loan in the accompanying condensed consolidated balance sheet as of December 31, 2016. On June 2, 2017, the two parties came to an agreement in which we were required to issue an Unsecured Promissory Note (“Huntington Note”) in favor of Huntington Holdings, LLC (“Huntington”). The Huntington Note matures on June 2, 2019 with the principal amount of ~~$3,200 payable at maturity. Interest on~~$1,674.

February 2021 Note Payable to Fifth Third Bank N.A.

On February 9, 2021, TCC received the ~~outstanding principal accrues~~proceeds of a second loan from Fifth Third Bank in the amount of $1,344 ( the "Second PPP Loan") obtained under the Paycheck Protection Program. The Second PPP Loan, evidenced by a promissory note dated February 5, 2021 (the "Second PPP Note”), has a two-year term and bears interest at a rate of ~~8.5%~~1.0% per ~~year from August 6, 2016~~annum, with expected monthly principal and interest payments that were due to ~~August 15, 2017, and increases to 10% per year thereafter. We paid $50 to Huntington related to accrued interest from August 6, 2016 through~~begin September 1, 2021. TCC used the ~~date of issuance~~proceeds of the ~~Huntington Note. Huntington was required~~Second PPP Loan for payroll, which allowed the Company to ~~return 778,385 shares~~seek forgiveness for this loan.

The company submitted its application for 100% forgiveness for this loan in November 2021. In December 2021, the full amount of the ~~Company’s common stock which were issued into escrow. We were required to provide certain piggyback registration rights to Huntington in regards to~~Second PPP Loan was forgiven by the ~~remaining 749,999 shares~~SBA. As a result, the Company recorded a gain on the forgiveness of the ~~Company’s common stock held by Huntington. If~~loan in the Huntington Note was paid off prior to August 14, 2017, the 778,385 shares held in escrow were to be released from escrow and transferred to the Company for no additional consideration. If the note remained outstanding on August 15, 2017, we had the right, but not the obligation, to pay $140 to Huntington to purchase 764,192amount of the shares held in escrow (the “Subject Shares”). Upon the exercise of this purchase option, the Subject Shares were to be released from escrow and transferred to the Company. If the note remained outstanding on August 15, 2017 and we did not exercise the option to purchase the shares, the shares were to be returned from escrow to Huntington and we would no longer have repurchase rights. On August 15, 2017, the note was outstanding and we did not excerise the repurchase right. The 778,385 shares were returned from escrow to Huntington.$1,344.

Financial Covenants

Certain of the foregoing debt agreements,, as amended, require us to meet certain affirmative and negative covenants, including maintenance of specified ratios. ~~We amended our debt agreements with MidCap, Penta and JL, effective July 29, 2016, to, among other things, reset the financial covenants of each debt agreement.~~ As of ~~September 30, 2017, management believes~~March 31, 2022, we ~~are~~were in default for lack of compliance with ~~our~~the EBITDA-related financial ~~covenants~~covenant of the debt agreement with MidCap. The amount due to MidCap for ~~each debt agreement.~~this revolving credit line is $7,418 as of March 31, 2022.

Note 7 – Warrants and Registration Rights Agreements

~~NOTE~~ 7 –~~WARRANTS~~ ~~AND REGISTRATION RIGHTS AGREEMENT~~S

The following table presents a summary of the status of our issued warrants as of ~~September 30, 2017,~~March 31, 2022, and changes during the ~~nine months~~three month then ended:

Weighted Average

Shares

Exercise Price

Outstanding, December 31, 2016
15,855,017 0.18

Granted
- -
Canceled / Expired
- -
Exercised
- -
Outstanding, September 30, 2017
15,855,017 0.18

	Shares Underlying		Weighted Average
		Warrants	Exercise Price
Outstanding, December 31, 2021		4,500,000	$	0.01
Granted		-		-
Canceled / Expired		-		-
Exercised		-		-
Outstanding, March 31, 2022		4,500,000		0.01

GH Warrants

~~Warrants Issued~~

~~Midcap Warrant~~

In connection with the ~~line of credit agreement~~ ~~with MidCap described in~~July 2018 GH Note, 6, we issued ~~MidCap~~GH a warrant ~~exercisable through January 22, 2018, for~~to purchase an aggregate of ~~500,000~~2,500,000 shares of the Company’s common stock at an exercise price of ~~$0.76~~$0.01 per share (the ~~“MidCap Warrant”~~"July 2018 GH Warrant"). We entered into a Registration Rights Agreement with Midcap, dated as of January 22, 2015, granting MidCap certain registration rights, commencing October 1, 2015, for the shares of common stock issuable on exercise of the MidCap Warrant.

~~Penta Warrants~~

Pursuant to a stock purchase agreement dated June 30, 2015, a warrant was issued to Penta to purchase an aggregate 807,018 shares of our common stock at a price of $0.01 per share at any time prior to the close of business on June 30, 2020. We granted Penta certain registration rights, commencing October 1, 2015, for the shares of common stock issuable upon exercise of the warrant.

~~JL Warrants~~

~~Pursuant to a June 30, 2015 stock purchase agreement, a warrant was issued to JL to purchase an aggregate 403,509 shares of the~~The Company’s common stock at a price of $0.01 per share at any time prior to the close of business on June 30, 2020, subject to certain adjustments. We granted JL certain registration rights, commencing October 1, 2015, for the shares of common stock issuable upon exercise of the warrant. The warrant was subsequently assigned by JL to two individuals.

~~Essex Warrants~~

~~In connection with the guarantee of a note payable issued in the Nutricap asset acquisition and equipment financing by Essex discussed in Note~~ 6, Essex was issued a warrant exercisable for an aggregate 1,428,571 shares of the Company’s common stock at a purchase price of $0.77 per share, at any time prior to the close of business on June 30, 2020. The number of shares issuable upon the exercise of the warrant is subject to adjustment on terms and conditions customary for a transaction of this nature in the event of (i) reorganization, recapitalization, stock split-up, combination of shares, mergers, consolidations and (ii) sale of all or substantially all of our assets or property. Essex subsequently assigned warrants for 350,649 shares to another company.

~~JL Properties, Inc. Warrants~~

In April 2015, we entered into an office lease agreement which requires a $1,000 security deposit, subject to reduction if we achieve certain market capitalization metrics at certain dates. On April 30, 2015, we entered into a reimbursement agreement with JL Properties, Inc. (“JL Properties”) pursuant to which JL Properties agreed to arrange for and provide an unconditional, irrevocable, transferable, and negotiable commercial letter of credit to serve as the security deposit. As partial consideration for the entry by JL Properties into the reimbursement agreement and the provision of the letter of credit, we issued JL Properties two warrants to purchase shares of the Company~~’s common stock.~~

~~The first warrant is exercisable for an aggregate of 465,880 shares of~~ common stock, subject to certain adjustments, at an aggregate purchase price of $0.01, at any time prior to April 30, 2020. In addition to adjustments on terms and conditions customary for a transaction of this nature in the event of (i) reorganization, recapitalization, stock split-up, combination of shares, mergers, consolidations and (ii) sale of all or substantially all of our assets or property, the number of shares of common stock issuable pursuant to the warrant will be increased in the event our consolidated audited adjusted EBITDA (as defined in the warrant agreement) for the fiscal year ending December 31, 2018 does not equal or exceed $19,250. JL Properties subsequently assigned the warrant to two individuals.

~~The second warrant is exercisable for an aggregate of 86,962 shares of~~ common stock, at a per share purchase price of $1.00, at any time prior to April 30, 2020. The number of shares issuable upon exercise of the second warrant is subject to adjustment on terms and conditions customary for a transaction of this nature in the event of (i) reorganization, recapitalization, stock split-up, combination of shares, mergers, consolidations and (ii) sale of all or substantially all of our assets or property.

We ~~have granted JL Properties certain registration rights, commencing October 1, 2015, for the shares of common stock issuable on exercise of the two warrants.~~

~~Golisano~~ ~~LLC~~ ~~Warrants (formerly~~ ~~Penta Warrants~~)

~~In connection with the November 13, 2014 note for $8,000 (see Note 6), Penta was issued a warrant to acquire~~ 4,960,740 shares of the Company’s common stock at an aggregate exercise price of $0.01, through November 13, 2019. In connection with Penta’s consent to the terms of additional debt obtained by us, we also granted Penta a warrant to acquire an additional 869,618 shares of common stock at a purchase price of $1.00 per share, through November 13, 2019. Both warrant agreements grant Penta certain registration rights, commencing October 1, 2015, for the shares of common stock issuable on exercise of the warrants. Penta has the right, under certain circumstances, to require us to purchase all or any portion of the equity interest in the Company issued or represented by the warrant to acquire 4,960,740 shares at a price based on the greater of (i) the product of (x) ten times our adjusted EBITDA with respect to the twelve months preceding the exercise of the put right multiplied by (y) the investor’s percentage ownership in the Company assuming full exercise of the warrant; or (ii) the fair market value of the investor’s equity interest underlying the warrant. In the event (i) we do not have the funds available to repurchase the equity interest under the warrant or (ii) such repurchase is not lawful, adjustments to the principal of the note purchased by Penta will be made or, under certain circumstances, interest will be charged on the amount otherwise due for such repurchase. We have the right, under certain circumstances, to require Penta to sell to us all or any portion of the equity interest issued or represented by the warrant to acquire 4,960,740 shares. The price for such repurchase will be the greater of (i) the product of (x) eleven times our adjusted EBITDA with respect to the twelve months preceding the exercise of the call right multiplied by (y) the investor’s percentage ownership in the company assuming full exercise of the warrant; or (ii) the fair market value of the equity interests underlying the warrant; or (iii) $3,750. In connection with Golisano LLC’s acquisition of the note payable from Penta on March 8, 2017 (see Note 6 above for additional information), these warrants were assigned to Golisano LLC.

~~Golisano~~ ~~LLC~~ ~~Warrants (formerly~~ ~~JL Warrants~~)

~~In connection with the January 22, 2015 note payable to JL, we~~ issued JL warrants to purchase an aggregate of 2,329,400 shares of the Company’s common stock, at an aggregate exercise price of $0.01, through February 13, 2020. On February 4, 2015, we also granted to JL a warrant to acquire a total of 434,809 shares of common stock at a purchase price of $1.00 per share, through February 13, 2020. Both warrant agreements grant JL certain registration rights, commencing October 1, 2015, for the shares of common stock issuable upon exercise of the warrants. These warrants were subsequently assigned to two individuals. During the year ended December 31, 2016, these individuals exercised warrants for a total of 1,187,995reserved 2,500,000 shares of the Company’s common stock for total proceeds to the Company of less than $1. In connection with Golisano LLC’s acquisition of the note payable from JL on March 8, 2017 (see Note 6 above for additional information), the remaining portions of these warrants were assigned to Golisano LLC.

~~Golisano~~ ~~LLC~~ ~~Warrants~~

~~Pursuant to an October 2015~~ Securities Purchase Agreement with Golisano LLC, we issued Golisano LLC a warrant (the “Golisano Warrant”), which Golisano Warrant is intended to maintain, following each future issuance of shares of common stock pursuant to the conversion, exercise or exchange of certain currently outstanding warrants to purchase shares of common stock held by third-parties (the “Outstanding Warrants”), Golisano LLC’s proportional ownership of our issued and outstanding common stock so that it is the same thereafter as on October 5, 2015. We have reserved 12,697,977 shares of common stock for issuance under the ~~Golisano~~July 2018 GH Warrant. The ~~purchase price for any shares of common stock issuable upon exercise of the Golisano~~July 2018 GH Warrant ~~is $.001 per share.~~expires on July 27, 2024. The Golisano Warrant is exercisable immediately and up to and including the date which is sixty days after the later to occur of the termination, expiration, conversion, exercise or exchange of all of the Outstanding Warrants and our delivery of notice thereof to Golisano LLC. The GolisanoJuly 2018 GH Warrant is also subject to customary adjustments upon any recapitalization, ~~capital~~ reorganization, ~~or reclassification, consolidation,~~stock split, combination of shares, merger or ~~transfer~~consolidation. The Company estimated the value of ~~all or substantially all~~the warrant using the Black-Scholes option pricing model and recorded a debt discount of ~~our assets.~~ $1,479, which is being amortized over the term of the July 2018 GH Note.

In ~~addition, if any payments are made~~connection with the November 2018 GH Note, we issued GH a warrant to ~~a holder~~purchase an aggregate of an Outstanding Warrant in consideration for the termination of or agreement not to exercise such Outstanding Warrant, Golisano LLC will be entitled to equal treatment. We have entered into a registration rights agreement with Golisano LLC, dated as of October 5, 2015, granting Golisano LLC certain registration rights for the2,000,000 shares of the Company’s common stock ~~issuable on~~at an exercise price of ~~the Golisano Warrant. On February 6, 2016, Golisano LLC exercised the Golisano Warrant in part for 509,141~~$0.01 per share (the "November 2018 GH Warrant"). The Company has reserved 2,000,000 shares of the Company’s common stock for an aggregate purchase price of $1. During the year ended December 31, 2016, the Golisano Warrant was cancelled in part for 6,857,143 shares pursuant to the cancellation of a portion of the Outstanding Warrants. As of September 30, 2017, we have reserved 4,756,505 shares of its common stock for issuance under the ~~Golisano~~November 2018 GH Warrant. The November 2018 GH Warrant expires on November 5, 2024. The November 2018 GH Warrant is also subject to customary adjustments upon any recapitalization, reorganization, stock split, combination of shares, merger or consolidation. The Company estimated the value of the warrant using the Black-Scholes option pricing model and recorded a debt discount of $1,214 which is being amortized over the term of the November 2018 GH Note.

Warrants Issued into Escrow

At March 31, 2022, there were 13,093,929 outstanding warrants held in escrow (“Escrow Warrants”). These Escrow Warrants are held in escrow and are not exercisable unless the Company defaults on the related debt. While the related debt is currently in default (see Note 6), warrants are not expected to be exercised as the related debt is expected to be amended which will remedy the current default. These Escrow Warrants are as follows:

Golisano Escrow Warrants

In connection with athe Golisano LLC January ~~28,~~ 2016 ~~Unsecured Promissory~~ Note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 1,136,363 shares of the Company’s common stock at an exercise price of ~~$0.01~~$0.01 per share (the “January 2016 Golisano Warrant”). The January 2016 Golisano Warrant ~~will~~was not to be released from escrow or be exercisable unless and until we fail to pay Golisano LLC the entire unamortized principal amount of the related promissory note and any accrued and unpaid interest thereon as of January 28, 2019 (which was extended to October 22, 2021 - See Note 6 for further information) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the related note agreement). ~~We have reserved 1,136,363 shares of the Company’s common stock for issuance under the January 2016 Golisano Warrant.~~ The January 2016 Golisano Warrant ~~if exercisable, expires~~expired unexercised on February 28, 2022. The January 2016 Golisano Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with athe Golisano LLC March ~~21,~~ 2016 ~~Unsecured Promissory~~ Note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 3,181,816 shares of the Company’s common stock at an exercise price of ~~$0.01~~$0.01 per share (the “March 2016 Golisano Warrant”). The March 2016 Golisano Warrant ~~will~~was not to be released from escrow or be exercisable unless and until we fail to pay Golisano LLC the entire unamortized principal amount of the related promissory note and any accrued and unpaid interest thereon as of March 21, 2019 (which was extended to October 22, 2021 - See Note 6 for further information) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the related note agreement). ~~We have reserved 3,181,816 shares of the Company’s common stock for issuance under the March 2016 Golisano Warrant.~~ The March 2016 Golisano Warrant ~~if exercisable, expires~~expired unexercised on March 21, 2022. The March 2016 Golisano Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with thethe Golisano LLC July 2016 Note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 2,168,178 shares of the Company’s common stock, at an exercise price of ~~$0.01~~$0.01 per share (the “Golisano July 2016 Warrant”). The Golisano July 2016 Warrant will not be released from escrow or be exercisable unless and until we fail to pay Golisano LLC the entire unamortized principal amount of the Golisano LLC July 2016 Note and any accrued and unpaid interest thereon as of ~~January 28,~~July 21, 2019 (which was extended to October 22, 2021 - See Note 6 for further information) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the Golisano LLC July 2016 Note). We have reserved 2,168,178 shares of the Company’s common stock for issuance under the Golisano July 2016 Warrant. The Golisano July 2016 Warrant, if exercisable, expires on July 21, 2022. The Golisano July 2016 Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with thethe Golisano LLC December 2016 Note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 1,136,363 shares of the Company’s common stock, at an exercise price of ~~$0.01~~$0.01 per share (the “Golisano December 2016 Warrant”). The Golisano December 2016 Warrant will not be released from escrow or be exercisable unless and until we fail to pay Golisano LLC the entire unamortized principal amount of the Golisano LLC December 2016 Note and any accrued and unpaid interest thereon as of December ~~30,~~31, 2019, (which was extended to October 22, 2021 - See Note 6 for further information) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the Golisano LLC December 2016 Note). We have reserved 1,136,363 shares of the Company’s common stock for issuance under the Golisano December 2016 Warrant. The Golisano December 2016 Warrant, if exercisable, expires on December 30, 2022. The Golisano December 2016 Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with thethe Golisano LLC March 2017 Note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 1,484,847 shares of the Company’s common stock, at an exercise price of ~~$0.01~~$0.01 per share (the “Golisano March 2017 Warrant”). The Golisano March 2017 Warrant will not be released from escrow or be exercisable unless and until we fail to pay Golisano LLC the entire unamortized principal amount of the Golisano LLC March 2017 Note and any accrued and unpaid interest thereon as of December ~~30,~~31, 2019 (which was extended to October 22, 2021 - See Note 6 for further information) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the Golisano LLC March 2017 Note). We have reserved 1,484,847 shares of the Company’s common stock for issuance under the Golisano March 2017 Warrant. The Golisano March 2017 Warrant, if exercisable, expires on March 14, 2023. The Golisano March 2017 Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with the Golisano LLC February 2018 Note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 1,818,182 shares of the Company’s common stock at an exercise price of $0.01 per share (the "Golisano 2018 Warrant"). The Golisano 2018 Warrant will not be released from escrow or be exercisable unless and until the Company fails to pay Golisano LLC the entire unamortized principal amount of the Golisano LLC February 2018 Note and any accrued and unpaid interest thereon as of February 6, 2021, (which was extended to October 22, 2021 - See Note 6 for further information) or such earlier date as is required pursuant to an acceleration notice. The Company has reserved 1,818,182 shares of the Company’s common stock for issuance under the Golisano 2018 Warrant. The Golisano 2018 Warrant expires on February 6, 2024.

We previously entered into a registration rights agreement with Golisano LLC, dated as of October 5, 2015 (the “Registration Rights Agreement”), granting Golisano LLC certain registration rights for certain shares of the Company’s common stock. The shares of common stock issuable pursuant to the above Golisano LLC warrants are also entitled to the benefits of the Registration Rights Agreement.

GH Escrow Warrants

In connection with a January ~~28,~~ 2016 ~~Unsecured Promissory~~GH Note, we issued into escrow in the name of GH a warrant to purchase an aggregate of 1,136,363 shares of the Company’s common stock at an exercise price of ~~$0.01~~$0.01 per share (the “January 2016 GH Warrant”). The January 2016 GH Warrant ~~will~~was not to be released from escrow or be exercisable unless and until we fail to pay GH the entire unamortized principal amount of the ~~related promissory note~~January 2016 GH Note and any accrued and unpaid interest thereon as of January 28, 2019 (which was extended to October 22, 2021 - See Note 6 for further information) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the ~~related note agreement). We have reserved 1,136,363 shares of the Company’s common stock for issuance under the~~ January 2016 GH ~~warrant.~~Note). The January 2016 GH Warrant ~~if exercisable, expires~~expired unexercised on February 28, 2022. The January 2016 GH Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with a March ~~21,~~ 2016 ~~Unsecured Promissory~~GH Note, we issued into escrow in the name of GH a warrant to purchase an aggregate of 3,181,816 shares of the Company’s common stock at an exercise price of ~~$0.01~~$0.01 per share (the “March 2016 GH Warrant”). The March 2016 GH Warrant ~~will~~was not to be released from escrow or be exercisable unless and until we fail to pay GH the entire unamortized principal amount of the ~~related promissory note~~March 2016 GH Note and any accrued and unpaid interest thereon as of March 21, 2019 (which was extended to October 22, 2021 - See Note 6 for further information) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the ~~related note agreement). We have reserved 3,181,816 shares of the Company’s common stock for issuance under the~~ March 2016 GH ~~Warrant.~~Note). The March 2016 GH Warrant ~~if exercisable, expires~~expired unexercised on March 21, 2022. The March 2016 GH Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with t~~he GH~~the December 2016 GH Note, we issued into escrow in the name of GH a warrant to purchase an aggregate of 1,136,363 shares of the Company’s common stock, at an exercise price of ~~$0.01~~$0.01 per share (the “December 2016 GH Warrant”). The December 2016 GH Warrant will not be released from escrow or be exercisable unless and until we fail to pay GH the entire unamortized principal amount of the December 2016 GH ~~Warrant~~Note and any accrued and unpaid interest thereon as of December ~~30,~~31, 2019 (which was extended to October 22, 2021 - See Note 6 for further information) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the December 2016 GH ~~Warrant)~~Note). We have reserved 1,136,363 shares of common stock for issuance under the December 2016 GH Warrant. The December 2016 GH Warrant, if exercisable, expires on December 30, 2022. The December 2016 GH Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with t~~he GH~~the August 2017 GH Note, we issued into escrow in the name of GH a warrant to purchase an aggregate of 1,363,636 shares of the Company’s common stock, at an exercise price of ~~$0.01~~$0.01 per share (the “August 2017 GH Warrant”). The August 2017 GH Warrant will not be released from escrow or be exercisable unless and until we fail to pay GH the entire unamortized principal amount of the August 2017 GH ~~Warrant~~Note and any accrued and unpaid interest thereon as of August 29, 2020 (which was extended to October 22, 2021 - See Note 6 for further information) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the August 2017 GH ~~Warrant)~~Note). We have reserved 1,363,636 shares of common stock for issuance under the August 2017 GH Warrant. The August 2017 GH Warrant, if exercisable, expires on August 30, 2023. The August 2017 GH Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

~~JL-US Escrow Warrant~~

In connection with ~~an April 5, 2016 Unsecured Promissory~~the February 2018 GH Note, we issued into escrow in the name of ~~JL-US~~GH a warrant to purchase an aggregate of ~~227,273~~1,818,182 shares of the ~~Company~~’sCompany’s common stock at an exercise price of ~~$0.01~~$0.01 per share (the ~~“JL-US Warrant”~~"February 2018 GH Warrant"). The ~~JL-US~~February 2018 GH Warrant will not be released from escrow or be exercisable unless and until ~~we fail~~the Company fails to pay ~~JL-US~~GH the entire unamortized principal amount of the ~~JL-US Note~~note and any accrued and unpaid interest thereon as of ~~March 21, 2019~~February 6, 2021, (which was extended to October 22, 2021 - See Note 6 for further information) or such earlier date as is required pursuant to an ~~Acceleration Notice (as defined in the JL-US Note). We have~~acceleration notice. The Company has reserved ~~227,273~~1,818,182 shares of the Company’s common stock for issuance under the ~~JL-US~~February 2018 GH Warrant. The ~~JL-US~~February 2018 GH Warrant ~~if exercisable,~~ expires on March 21, 2022. The JL-US Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.February 6, 2024.

Little Harbor Escrow Warrant

The Little Harbor ~~July 2016~~Delayed Draw Note ~~provides~~required that we issue into escrow in the name of Little Harbor a warrant to purchase an aggregate of 2,168,178 shares of common stock at an exercise price of ~~$0.01~~$0.01 per share (the “Little Harbor July 2016 Warrant”). The Little Harbor July 2016 Warrant will not be released from escrow or be exercisable unless and until we fail to pay Little Harbor the entire unamortized principal amount of the Little Harbor ~~July 2016~~Delayed Draw Note and any accrued and unpaid interest thereon as of January 28, 2019 (which was extended to October 22, 2021 - See Note 6 for further information) or such earlier date as is required pursuant to an ~~Acceleration Notice~~acceleration notice (as defined in the Little Harbor ~~July 2016~~Delayed Draw Note). We have reserved 2,168,178 shares of the Company’s common stock for issuance under the Little Harbor July 2016 Warrant. The Little Harbor July 2016 Warrant, if exercisable, expires on July 21, 2022. The Little Harbor July 2016 Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets. The Little Harbor July 2016 Warrant grants Little Harbor certain registration rights for the shares of the Company’s common stock issuable upon exercise of the Little Harbor July 2016 Warrant.

Note 8 – Leases

~~NOTE~~ 8 ~~– DERIVATIVE LIABILIT~~~~IES~~The Company leases office space under non-cancelable operating leases with lease terms ranging from 1 to 7 years. These leases require monthly lease payments that may be subject to annual increases throughout the lease term. Certain of these leases also include renewal options at the election of the Company to renew or extend the lease for an additional 2 to 5 years. These optional periods have not been considered in the determination of the right-of-use assets or lease liabilities associated with these leases as the Company did not consider it reasonably certain it would exercise the options. The Company performed evaluations of its contracts and determined each of its identified leases are operating leases.

For the three months ended March 31, 2022 and March 31, 2021, the Company incurred $209 and $199, respectively, of lease expense on the condensed consolidated statements of operations in relation to these operating leases, of which $93 and $81 was variable rent expense associated with capitalized operating leases and not included within the measurement of the Company's operating right-of-use assets and lease liabilities. The ~~number~~variable rent expense consists primarily of ~~shares~~the Company's proportionate share of ~~common stock issuable pursuant~~operating expenses, property taxes and insurance, and it is classified as lease expense due to ~~certain warrants issued in 2015 will be increased~~ ~~if our adjusted EBITDA or~~ the ~~market price~~Company's election to not separate lease and non-lease components.

As of March 31, 2022, the maturities of the Company’s ~~common stock does not meet certain defined amounts. We have recorded~~lease liabilities were as follows:

2022 (excluding the three months ended March 31, 2022)	$	1,134
2023		1,534
2024		1,524
2025		1,566
2026		1,150
Thereafter		306
Total lease payments		7,214
Less: imputed interest		(1,225	)
Present value of lease liabilities	$	5,989

Included below is other information regarding leases for the estimated fair value of the warrants as of the date of issuance. Due to the variable terms of the warrant agreements, the warrants are recorded as derivative liabilities with a corresponding charge to our consolidated statements of comprehensive loss for changes in the estimated fair value of the warrants from the date of issuance to each balance sheet reporting date. As of September 30, 2017, we have estimated the total fair value of the derivative liabilities to be $8,143 as compared to $6,455 as of December 31, 2016. We had the following activity in our derivative liabilities account since December 31, 2016:period noted below.

	Three Months Ended March 31, 2022
Sublease income	$	229
Cash paid for operating leases	$	371
Weighted average remaining lease term (years) - operating leases		4.7
Weighted average discount rate – operating leases		8.25	%

Note 9 – Stockholders’ Deficit

Nine Months Ended

September 30,

2017

Derivative liabilities at December 31, 2016
$ 6,455

Loss on change in fair value of derivative liabilities
1,688
Derivative liabilities at September 30, 2017
$ 8,143

~~The value of the derivative liabilities is generally estimated using an options lattice model with multiple inputs and assumptions, including the market price of the Company~~’s common stock, stock price volatility and other assumptions to project EBITDA and other reset events. These inputs and assumptions are subject to management’s judgment and can vary materially from period to period.

~~NOTE~~ 9– ~~STOCKHOLDERS’~~ ~~EQUITY~~ (~~DEFICIT~~)

Preferred Stock

The Company has authorized 500,000,000 shares of preferred stock with a par value of ~~$0.001~~$0.001 per share. NoNaN shares of the preferred stock have been issued.

Twinlab Consolidation Corporation 2013 Stock Incentive Plan

The ~~only equity compensation plan currently in effect is the~~ Twinlab Consolidation Corporation 2013 Stock Incentive Plan (the “TCC Plan”)~~, which~~ was ~~assumed by the Company on September 16, 2014. The TCC Plan~~ originally established with a pool of 20,000,000 shares of common stock for issuance as incentive awards to employees for the purposes of attracting and retaining qualified ~~employees who will aid in the success of the Company.~~ From January through December 2015, the Company granted restricted stock units to certain employees of the Company pursuant to the TCC Plan. Each restricted stock unit relates to one share of the Company’s common stock. The restricted stock unit awards vest 25% each annually on various dates through 2019.employees. The Company estimated the grant date fair market value per share of the restricted stock units and ~~is amortizing~~amortized the total estimated grant date value over the vesting periods. ~~During the nine months ended September 30, 2017, there were not any shares of common stock issued to employees pursuant to the vesting of~~The restricted stock ~~units.~~unit awards vested 25% each annually on various dates through 2019. There were no outstanding or unvested restricted stock units at December 31, 2021 or March 31, 2022. As of ~~September 30, 2017, 6,060,943~~March 31, 2022, 7,194,412 shares remain available for use in the TCC Plan.

~~Common Stock Repurchase~~

~~On January 5, 2017, pursuant to a repurchase agreement, 642,366 shares of the Company’s common stock were repurchased for an aggregate repurchase price of less than $1.~~

Stock Subscription Receivable and Loss on Stock Price Guarantee

At ~~September 30, 2017,~~

As of March 31, 2022, the stock subscription receivable dated August 1, 2014 for the purchase of 1,528,384 shares of the Company’s common stock had a principal balance of ~~$30~~$30 and bears interest at an annual rate of 5%5%.

~~On August 6, 2016, the 18-month anniversary~~

Item 2. Management's Discussion and Analysis of ~~the closing~~Financial Condition and Results of aOperations (amounts in thousands, except share ~~purchase agreement, we were required to pay the purchaser of the common stock the difference between $2.29~~and per share amounts and ~~either a defined market price or a price per share determined by a valuation firm acceptable to both parties.~~ ~~Based on an outside professional valuation performed on~~number of employees)

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Company’s common stock, the Company estimated the stock price guarantee payment to be $3,210. Accordingly, the Company recorded a loss on the stock purchase price guarantee of $3,210 and a corresponding liability for the same amount in 2016, which was included in accrued expenses and other current liabilities in the accompanyingunaudited condensed consolidated ~~balance sheet as of December 31, 2016. On June 2, 2017, the two parties came to an agreement~~financial statements and related notes included elsewhere in which we were required to issue the Huntington Note in favor of Huntington. The Huntington Note matures on June 2, 2019 with the principal amount of $3,200 payable at maturity. Interest on the outstanding principal accrues at a rate of 8.5% per year from August 6, 2016 to August 15, 2017, and increases to 10% per year thereafter. We paid $50 to Huntington related to accrued interest from August 6, 2016 through the date of issuance of the Huntington Note. Huntington was required to return 778,385 shares of the Company’s common stock which were issued into escrow. We were required to provide certain piggyback registration rights to Huntington in regards to the remaining 749,999 shares of the Company’s common stock held by Huntington. If the Huntington Note was paid off prior to August 14, 2017, the 778,385 shares held in escrow were to be released from escrow and transferred to the Company for no additional consideration. If the note remained outstanding on August 15, 2017, we had the right, but not the obligation, to pay $140 to Huntington to purchase 764,192 of the Subject Shares held in escrow. Upon the exercise of this purchase option, the Subject Shares were to be released from escrow and transferred to the Company. If the note remained outstanding on August 15, 2017 and we did not exercise the option to purchase the shares, the shares were to be returned from escrow to Huntington and we would no longer have repurchase rights. On August 15, 2017, the note was outstanding and we did not excerise the repurchase right. The 778,385 shares were returned from escrow to Huntington. Pursuant to the agreement, we were also required to enter into a four-year lease agreement with the purchaser related to our premises occupied by Nutricap.

~~Item 2.~~

~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~.

(~~Amounts in thousands, except share and per share amounts~~ ~~and number of employees~~)

~~Overview~~

~~This~~ Quarterly Report on Form 10-Q ~~contains~~and our audited financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2022. This discussion and analysis and other parts of this Quarterly Report contain forward-looking ~~statements.~~statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Any statements contained herein that are not statements of historical fact, ~~may be deemed to be forward-looking~~including statements ~~within the meaning~~regarding guidance, industry prospects or future results of ~~Section 21E of the Securities Exchange Act of 1934,~~operations or financial position made in this report are forward-looking. We often use words such as ~~amended (the “Exchange Act”). The words “believes,” “anticipates,” “plans,” “expects,” “intends”~~"anticipates", "believes", "estimates", "expects", "intends", "predicts", "hopes", "should", "plans", "will" and similar expressions to identify ~~some~~forward-looking statements. These statements are based on management’s current expectations and accordingly are subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained herein due to various important factors, including (but not limited to): the impact of the ~~forward-looking statements. Forward-looking statements are not guarantees~~COVID-19 pandemic; the efficacy and distribution of ~~performance~~COVID-19 vaccines; consumer preferences, spending and debt levels; the general economic and credit environment; interest rates; variations in consumer purchasing activities; competitive pressures on sales; the loss of a significant customer or ~~future results~~material reduction of business with a significant customer; pricing and ~~involve risks, uncertainties~~gross sales margins; the associated fees or estimated cost savings from contract renegotiations; and ~~assumptions. The factors discussed elsewhere in this Form 10-Q~~our ability to establish and ~~in subsequent Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K, could also cause actual results to differ materially from those indicated by our forward-looking statements.~~maintain acceptable commercial terms with contract manufacturers. We undertake no obligation to publicly update or revise any forward-looking ~~statements.~~statements except as required by law.

~~Our Operations~~Overview

We are an integrated ~~manufacturer,~~formulator, marketer, distributor, and retailer of branded nutritional supplements and other natural products sold to and through domestic health and natural food stores, mass ~~market~~market retailers, specialty ~~stores~~ retailers, on-line retailers, and websites. Internationally, we market and distribute branded nutritional supplements and other natural products to and through health and natural product distributors and retailers.

Our products include vitamins, minerals, specialty supplements, and sports nutrition products primarily under the Twinlab® ~~(including the Twinlab® Fuel~~ ~~brand of sports nutrition products)~~, ~~Reserveage™~~Reserveage and ResVitale® brands. We also ~~manufacture~~formulate, market and sell diet and energy products under the Metabolife® ~~and Re-Body® brands~~brand, and a full line of herbal teas under the Alvita® brand. To accommodate consumer preferences, our products come in various formulations and delivery forms, including capsules, tablets, softgels, chewables, liquids, sprays, powders, and whole herbs. These products are sold primarily through health and natural food stores and on-line retailers, supermarkets, and mass-market retailers.

We ~~also perform contract manufacturing services for private label products.~~ Our contract manufacturing business involves the manufacture of custom products to the specifications of a customer who requires finished products under the customer’s own brand name. We do not market these private label products as our business is to manufacture and sell the products to the customer, who then markets and sells the products to retailers or end consumers.

~~We manufacture and/or~~ distribute one of the broadest branded product lines in the industry with approximately 260 stock keeping units, or SKUs. We believe that as a result of our emphasis on innovation, quality, loyalty, education and customer service, our brands are widely recognized in health and natural food stores and among their customers. In most periods since our formation, we have generated losses from operations.

We ~~have fully integrated~~also perform services between private label distributors and contract manufacturers under the NutraScience Labs ("NSL") brand name. NSL facilitates the production of new supplements to market and reformulates existing products to include scientifically-backed ingredients. We provide our ~~two 2015 acquisitions. The first was~~customers with numerous production services, including manufacturing, testing, label and packaging design, order fulfillment, and regulatory compliance.

NSL facilitates the ~~acquisition~~contract manufacture of a variety of high-quality vitamin and supplement products, including but not limited to, immune support supplements, cognitive support products, prebiotics and probiotics, supplements for weight management, and sports nutrition supplements. Our role in the production of these products is to help our customers manufacture or reformulate dietary supplements for sale and distribution. We do this by working with contract manufacturers to build scientifically backed formulas for resale to our end customers. We also simplify the production process by providing quality control checks, storing inventory on site, labeling and designing finished products, and drop shipping finished products ready for sale to our end customers. We do not market these private label products, but rather sell the products to the customer, ~~relationships of Nutricap, a provider of dietary supplement contract manufacturing services, into our subsidiary, NutraScience, in February 2015,~~who is then responsible for the marketing, distribution, and the second was the acquisition of 100% of the equity interests of Organic Holdings, a market leader in the healthy aging and beauty from within categories and owner of the award-winning Reserveage™ Nutrition brand, in October 2015. Progress has been made in consolidating manufacturing operations and we continuesale to ~~believe that these acquisitions significantly strengthened our product offerings, contract manufacturing services and our sales and marketing capabilities, providing us with opportunities~~retailers or to ~~improve our market position in addition to adding to supply chain efficiencies.~~their end customers.

Going Concern Uncertainty

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which assumes continuity of operations and realization of assets and liabilities in the ordinary course of business. In most periods since our formation, we have generated losses from operations. At ~~September 30, 2017,~~March 31, 2022, we had an accumulated deficit of ~~$237,326.~~$347.9 million. Historical losses are primarily attributable to lower than planned sales resulting from low fill rates on demand due to limitations of our working capital, delayed product introductions and postponed marketing activities, merger-related and other restructuring costs, ~~and~~ interest and refinancing charges associated with our debt ~~refinancing.~~refinancing, and impairment of goodwill and intangible assets. Losses have been funded primarily through issuance of common stock and third-party or related party debt.

Because of ~~this~~our history of operating losses and significant interest expense on our debt, ~~and the recording of significant derivative liabilities,~~ we have a working capital deficiency of $~~8,531~~$119.1 million at ~~September 30, 2017.~~March 31, 2022. We also have ~~$17,091~~$98.5 million of debt, net of discount, ~~due within the next 12 months.~~presented in current liabilities. These continuing conditions, among others, raise substantial doubt about our ability to continue as a going concern.

Management has ~~taken steps to address~~addressed operating issues through the following actions: focusing on growing the core business and brands; continuing emphasis on major customers and key products; reducing manufacturing and operating costs and continuing to negotiate lower prices from major suppliers. ~~During the nine months ended September 30, 2017, we obtained debt funding totaling $6,267 to execute the new supply chain initiatives and increase inventory levels. It is possible~~We believe that we may need additional capital to execute our business plan. If additional funding is required, there can be no assurance that sources of funding will be available when needed on acceptable terms or at all.

~~Critical Accounting Policies and Estimates~~

~~This discussion and analysis of our financial condition and results of operations is based on our~~The condensed consolidated financial statements ~~which we have prepared in accordance with~~do not include any adjustments that might result from the ~~U.S. generally accepted accounting principles.~~ outcome of these uncertainties.

Results of Operations

Comparison of the Three Month Periods Ended March 31, 2022 and 2021

The ~~preparation of~~following table summarizes our financial statements required us to make estimates and assumptions that affected the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of net sales and expenses during the reported periods. Significant estimates include values and lives assigned to acquired intangible assets, reserves for customer returns and allowances, uncollectible accounts receivable, valuation adjustments for slow moving, obsolete and/or damaged inventory and valuation, recoverability of long-lived assets, ~~intangibles and goodwill, estimated values of stock options and warrants, share-based compensation, and the identification and valuation of derivatives. Actual~~ results ~~may differ from these estimates.~~

~~Our critical accounting policies and estimates include the following:~~

~~Revenue Recognition~~

Revenue from product sales, net of estimated returns and allowances, is recognized when evidence of an arrangement is in place, related prices are fixed and determinable, contractual obligations have been satisfied, title and risk of loss have been transferred to the customer and collection of the resulting receivable is reasonably assured. Shipping terms are generally freight on board shipping point. ~~We sell predominately in the North American and European markets, with international sales transacted in U.S. Dollars.~~

~~Accounts Receivable and Allowances~~

We grant credit to customers and generally do not require collateral or other security. We perform credit evaluations of our customers and provide for expected claims, related to promotional items; customer discounts; shipping shortages and damages; and doubtful accounts based upon historical bad debt and claims experience.

~~Inventories~~

~~Inventories are stated at the~~ ~~lower of cost or net realizable value and are reduced by an estimated reserve for obsolete inventory.~~

~~Intangible Assets~~

~~Goodwill~~

~~Impairment of Long-Lived Assets~~

~~Indefinite-Lived Intangible Assets~~

Indefinite-lived intangible assets relating to the asset acquisition of Organic Holdings are determined to have an indefinite useful economic life and as such are not amortized. Indefinite-lived intangible assets are tested for impairment annually which consists of a comparison of the fair value of the asset with its carrying value.

~~Value of Warrants Issued with Debt~~

~~Derivative Liabilities~~

~~We have recorded certain warrants as derivative liabilities at estimated fair value, as determined based on the Company~~’s use of an outside professional valuation firm, due to the variable terms of the warrant agreements. The value of the derivative liabilities is generally estimated using Monte Carlo option lattice model with multiple inputs and assumptions, including the market price of the Company’s common stock, stock price volatility and other assumptions to project EBITDA and other reset events. These inputs and assumptions are subject to management’s judgment and can vary materially from period to period.

~~Share-Based Compensation~~

We record share-based compensation, including grants of restricted stock units, based on their grant date fair values and record compensation expense over the vesting period of the restricted stock awards.

~~Income Taxes~~

We account for income taxes using an asset and liability approach. Deferred income taxes are determined by applying currently enacted tax laws and rates to the cumulative temporary differences between the carrying values of assets and liabilities for financial statement and income tax purposes. Valuation allowances against deferred tax assets are recorded when we are unable to conclude that it is more likely than not that such deferred tax assets will be realized.

~~Results of Operations~~

~~Net Sales~~

~~Our net sales decreased $2,434, or 11%, to $20,612~~ for the three ~~months~~month periods ended ~~September 30, 2017 from $23,046 for the three months ended September 30, 2016.~~ ~~On a year-to-date basis, our net sales increased $245, or 0%, to $66,130 for the nine months ended September 30, 2017 from $65,885 for the nine months ended September 30, 2016.~~ March 31, 2022 and 2021:

	Three Months Ended March 31,						Increase			%
	2022			2021			(Decrease)			Change
Net sales	$	13,251		$	19,460		$	(6,209	)		-32	%
Cost of sales		8,822			12,342			(3,520	)		-29	%
Gross profit		4,429			7,118			(2,689	)		-38	%
Operating costs and expenses:
Selling expenses		924			889			35			4	%
General and administrative expenses		3,068			3,658			(590	)		-16	%
Income from operations		437			2,571			(2,134	)		-83	%

Other income (expense):
Interest expense, net		(1,837	)		(2,169	)		332			15	%
Other income (expense)		1,676			(19	)		1,695			8,921	%
Total other expense		(161	)		(2,188	)		(2,027	)		-93	%

Income before income taxes		276			383			(107	)		-28	%

Provision for income taxes		-			-

Total net income	$	276		$	383		$	(107	)		-28	%

Net Sales

The decrease in our net sales of 32% for the three ~~months~~month period ended ~~September 30, 2017 reflects~~March 31, 2022 compared to the ~~decision to exit certain lower margin contract manufacturing business at Twinlab and lower Twinlab branded sales~~same period in 2021 is due to ~~lost distribution~~reduced demand from out-of-stock conditions caused by order fulfillment shortfalls during 2016. Our net sales for the nine months ended September 30, 2017 increased due to organic growth in Nutrascience’s contract manufacturing business.some of our major customers.

Gross Profit

Our overall gross profit ~~decreased $3,574, or 50%, to $3,509~~decrease of 38% for the three ~~months~~month period ended ~~September 30, 2017~~March 31, 2022 compared to the same period in 2021 was primarily due to reduced demand from ~~$7,083~~some of our major customers.

Selling Expenses

Our selling expenses increased by 4% for the three ~~months~~month ended ~~September 30, 2016. On a year-to-date basis, our gross profit decreased $718, or 4%,~~period ended March 31, 2022 compared to ~~$15,762 for~~ the ~~nine months ended September 30, 2017 from $16,480 for the nine months ended September 30, 2016. The decrease~~same period in our gross profit for the three months ended September 30, 2017 is derived from lower net sales as well as one-time inventory write-offs. The decrease in our gross profit for the nine months ended September 30, 2017 is derived from one-time inventory write-offs.2021 primarily due to attendance at trade shows, utilization of brand ambassadors, and increased advertising costs across multiple marketing segments.

~~Selling,~~ General and Administrative Expenses

~~Our sellin~~g,

For the three month period ended March 31, 2022, our general and administrative expenses decreased ~~$1,114, or 14%,~~by 16% compared to ~~$6,646~~the same period in 2021 due to the completion of our Enterprise Resource Planning ("ERP') implementation process and associated professional fees related to the project, as well as a reduction in operating expenses due to focused oversight over costs.

Interest Expense, Net

Our interest expense decreased by 15% for the three month period ended March 31, 2022 compared to the same period in 2021 primarily due to reduced lending costs and the associated interest, as well as forgiveness of both of our PPP Loan and the Second PPP Loan and the associated interest charges.

Other Income (Expense)

The increase in other income (expense) of $1,695 for the three ~~months~~month period ended ~~September 30, 2017 from $7,760 for~~March 31, 2022 compared to the three months ended September 30, 2016. On a year-to-date basis, our selling, general and administrative expenses decreased $5,675, or approximately 22%, to $20,574 for the nine months ended September 30, 2017 from $26,249 for the nine months ended September 30, 2016. The decreasessame period in ~~our selling, general and administrative expenses are~~2021 was primarily due to ~~our reduction in force to right-size~~ the ~~number of employees which began in 2016.~~

~~Loss on S~~~~tock Purchase Price Guarantee~~

~~On August 6, 2016, the 18-month anniversary~~forgiveness of the closing of a share purchase agreement, we were required to pay the purchaser of the common stock the difference between $2.29 per share and either a defined market price or a price per share determined by a valuation firm acceptable to both parties. Based on an outside professional valuation performed on the Company’s common stock, the Company estimated the stock price guarantee payment to be $3,210. Accordingly, the Company recorded a loss on the stock purchase price guarantee of $3,210 and a corresponding liability for the same amount in 2016, which was included in accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheet as of December 31, 2016. On June 2, 2017, the two parties came to an agreement in which we were required to issue an Unsecured Promissory Note (“Huntington Note”) in favor of Huntington Holdings, LLC (“Huntington”). The Huntington Note matures on June 2, 2019 with the principal amount of $3,200 payable at maturity. Interest on the outstanding principal accrued at a rate of 8.5% per year from August 6, 2016 to August 15, 2017, and increased to 10% per year thereafter. We paid $50 to Huntington related to accrued interest from August 6, 2016 through the date of issuance of the Huntington Note. Huntington was required to return 778,385 shares of the Company’s common stock which were issued into escrow. We were required to provide certain piggyback registration rights to Huntington in regards to the remaining 749,999 shares of the Company’s common stock held by Huntington. If the Huntington Note was paid off prior to August 14, 2017, the 778,385 shares held in escrow were to be released from escrow and transferred to the Company for no additional consideration. If the note remained outstanding on August 15, 2017, we had the right, but not the obligation, to pay $140 to Huntington to purchase 764,192 of the Subject Shares held in escrow. Upon the exercise of this purchase option, the Subject Shares were to be released from escrow and transferred to the Company. If the Huntington Note remained outstanding on August 15, 2017 and we did not exercise the option to purchase the shares, the shares were to be returned from escrow to Huntington and we would no longer have repurchase rights. On August 15, 2017, the note was outstanding and we did not excerise the repurchase right. The 778,385 shares were returned from escrow to Huntington.PPP Loan.

~~Interest Expense, Net~~

~~Our interest expense de~~creased $547, or 23%, to $1,876 for the three months ended September 30, 2017 from $2,423 for the three months ended September 30, 2016. On a year-to-date basis, our interest expense decreased $212, or 3%, to $6,318 for the nine months ended September 30, 2017 from $6,530 for the nine months ended September 30, 2016. The decrease in our interest expense is primarily due to a decrease in our note discounts which are amortized into interest expense.

~~Gain (Loss)~~ ~~on C~~~~hange in Derivative Liabilities~~

~~The number of shares of common stock issuable pursuant to certain warrants issued in 2015 will be~~ increased if our audited adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) or the market price of the Company’s common stock do not meet certain defined amounts. We have recorded the estimated fair value of the warrants as of the date of issuance and each subsequent balance sheet reporting date. Due to the variable terms of the warrant agreements, changes in the estimated fair value of the warrants from the date of issuance to each balance sheet reporting date are recorded as gain (loss) on change in derivative liabilities in our consolidated statements of comprehensive loss. During the three months and nine months ended September 30, 2017, we reported a loss on change in derivative liabilities of $393 and $1,688, respectively. During the three and nine months ended September 30, 2016, we reported a gain on change in derivative liabilities of $14,065 and $28,128, respectively.

Liquidity and Capital Resources

At ~~September 30, 2017,~~March 31, 2022, we had an accumulated deficit of ~~$237,326,~~$347.9 million primarily because of our history of operating losses and ~~our recording of derivative liabilities and~~ loss on a stock purchase ~~price~~ guarantee. We have a working capital deficiency of ~~$8,531~~$119.1 million at ~~September 30, 2017.~~ March 31, 2022. Losses have been funded primarily through the issuance of common stock and warrants, borrowings from our stockholders and third-party ~~or related party~~ debt and proceeds from the exercise of warrants. As of ~~September 30, 2017,~~March 31, 2022, we had cash of ~~$2,233.~~$1,761. On an ongoing basis, we also seek to improve operating cash through trade receivables and payables management as well as inventory stocking levels. We used net cash in operating activities of ~~$9,143~~$4,621 for the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2022. During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2022, we incurred ~~new debt of $6,267, had a~~ net ~~increase in~~ borrowings onfrom our ~~senior~~revolving credit facility of ~~$1,646 to fund our operations and debt repayment of $1,583.~~$2,757.

Our total liabilities ~~increased~~ decreased by ~~$8,774~~$1.4 million to ~~$99,834~~ $140.6 millionat ~~September 30, 2017~~March 31, 2022 from ~~$91,060~~$142.0 million at December 31, ~~2016. This increase in our total liabilities was~~2021 primarily due to the decrease of $3.6 million in accounts payable, partially offset by an increase of $1.6 million in ~~our non-cash derivative liabilities of $1,688, a non-cash increase~~accrued interest and $1.1 million in our debt of $3,530, a decrease in our liabilities related to operations of $4,548 and a net increase of $8,104 in debt. For discussion of our debt financings completed to date during 2017, see Notes 6 and 7 in the Notes to Condensed Consolidated Financial Statements included in this report.notes payable.

Cash Flows from Operating, Investing and Financing Activities

Net ~~cash~~ used in operating activities was $9,143 for the nine months ended September 30, 2017 as a result of our net loss of $12,854, a non-cash loss on change in derivative liabilities of $1,688, as well as non-cash expenses totaling $5,088 and an increase in net operating assets and liabilities of $3,065. By comparison, for the nine months ended September 30, 2016, net cash used in operating activities was ~~$20,535~~$4.6 million for the three months ended March 31, 2022 as a result of our net income of ~~$8,584, a non-cash gain on change in derivative liabilities~~$0.3 million, forgiveness of ~~$28,128 as well as~~PPP Loan of of $1.7 million, other non-cash expenses totaling ~~$10,016~~$0.4 million, net and a ~~increase~~decrease in net operating assets and liabilities of ~~$11,007. See Condensed Consolidated Statements of Cash Flows included in this report~~$3.6 million. By comparison, for ~~additional information.~~

~~Net~~the three months ended March 31, 2021, net cash used in ~~investing~~operating activities was $0.8 million as a result of our net income of $0.4 million, a provision for ~~the nine months ended September 30, 2017~~losses on accounts receivable of $541 in doubtful accounts receivable, other non-cash expenses totaling $7 net, and ~~2016 was $51~~a decrease in net operating assets and ~~$119, respectively, consisting~~liabilities of ~~the purchase of property and equipment.~~$1,688.

Net cash provided by financing activities was $~~6,330~~$2,757 for the ~~nine~~three months ended ~~September 30, 2017, primarily~~March 31, 2022, consisting of net borrowings of$2,757 under our revolving credit facility. Net cash provided by financing activities was $3,569 for the three months ended March 31, 2021, consisting of net borrowings of $2,225 under our revolving credit facility, and proceeds from the issuance of debt of $6,267, net borrowings of $1,646 under our revolving credit facilities, partially offset by repayment of debt of $1,583. Net cash provided by financing activities was $22,459 for the nine months ended September 30, 2016, consisting of proceeds from the issuance of debt of $22,089, net borrowings of $3,342 under our revolving credit facilities, partially offset by repayment of debt of $2,973.$1,344.

Ongoing Funding Requirements

As set forth above, we ~~have~~ obtained additional debt financing ~~to date~~ in ~~2017~~ the year ended December 31, 2021 and the three months ended March 31, 2022 to support operations. It is possible that we may need additional funding to enable us to fund our operating expenses and capital expenditure requirements.

In response to COVID-19 and to protect our liquidity and cash position, we have taken a number of steps. In August of 2020, we obtained deferment letters from each of Great Harbor Capital, LLC, Little Harbor, LLC, and Golisano LLC, pursuant to which each lender agreed to defer all payments due under outstanding notes held by each lender through October 22, 2021 and agreed to refrain from declaring a default and/or exercising any remedies under the outstanding notes. Amendments to extend the maturity date and related payment deferrals of the aforementioned notes have not been executed and these notes are currently in default. We anticipate extending the maturity dates and related payment deferrals with the lending parties, but we cannot guarantee that such extensions and payment deferrals will be successfully obtained on a timely basis or at all.

On May 7, 2020, TCC received the proceeds of a loan from Fifth Third Bank in the amount of $1.7 million obtained under the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted March 27, 2020 (the “PPP Loan”).The PPP Loan, evidenced by a promissory note dated May 5, 2020 (the “PPP Note”), had a two-year term and bore interest at a rate of 1.0% per annum, with the monthly principal and interest payments that were due beginning December 1, 2020. TCC used the proceeds of the PPP Loan for payroll, office rent, and utilities which allowed the Company to seek forgiveness of this loan. The Company submitted its application for 100% forgiveness for this loan in November 2021. In January 2022, the full amount of the PPP Loan was forgiven by the Small Business Administration ("SBA"). As a result, the Company recorded a gain on the forgiveness of the loan in the amount of $1.7 million.

On January 25, 2021, TCC applied for another PPP Loan with Fifth Third Bank in the amount of $1.3 million (the "Second PPP Loan”). The Second PPP Loan, evidenced by a promissory note dated February 5, 2021 (the "Second PPP Note”), had a two-year term and bore interest at a rate of 1.0% per annum, with expected monthly principal and interest payments that were due to begin September 1, 2021. TCC used the proceeds of the Second PPP Loan for payroll, which allowed the Company to seek forgiveness for this loan. The Company submitted its application for 100% forgiveness for this loan in November 2021. In December 2021, the full amount of the Second PPP loan was forgiven by the SBA. As a result, the Company recorded a gain on the forgiveness of the loan in the amount of $1.3 million.

Until such time, if ever, as we can generate substantial product revenues, we intend to finance our cash needs through a combination of equity offerings, debt ~~financings,~~financing, collaborations, strategic alliances and licensing arrangements. There can be no assurance that any of those sources of funding will be available when needed on acceptable terms or at all. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interests of existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of existing stockholders. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise funds through collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or ~~we may have~~ to grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings or relationships with third parties when needed or on acceptable terms, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts; abandon our business strategy of growth through acquisitions; or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.

~~Recent~~ A~~ccounting~~ P~~ronouncements~~Off-Balance Sheet Arrangements

~~In May~~ ~~2017, FASB amended its guidance regarding~~We did not have during the scope of modification accounting for share-based compensation arrangements. The amendments provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. For public entities, the amendments in this update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. The amendments in this update should be applied prospectively to an award modified on or after the adoption date. We do not expect the new guidance to have a significant impact on our condensed consolidated financial statements or related disclosures.

~~In February 2016, FASB issued ASU No. 2016-02, “Leases (Topic 842)”. The amendments in this ASU revise the accounting related to lessee accounting. Under the new guidance, lessees will be required to recognize a lease liability~~presented, and a right-of-use asset for all leases with terms greater than 12 months affecting the pattern of expense recognition in the income statement. Leases previously defined as operating leases will be defined as financing leases and capitalized if the term is greater than one year. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and are to be applied through a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Early adoption is permitted. We are performing an assessment of our leases and have begun preparations for implementation and retrospective application to the earliest reporting period. As a result, financing leases will be recorded as an asset and a corresponding liability at the present value of the total lease payments. The asset will be decremented over the life of the lease on a pro-rata basis resulting in lease expense while the liability will be decremented using the interest method (ie. principal and interest). As such, we expect the new guidance will materially impact the asset and liability balances of our consolidated financial statements and related disclosures at the time of adoption.

~~Although there are several other new accounting pronouncements issued or proposed by FASB, which we have adopted or will adopt, as applicable,~~ we do not ~~believe~~currently have, any ~~of these accounting pronouncements has had or will have a material impact on our~~ ~~condensed consolidated financial position or results of operations.~~off-balance sheet arrangements, as defined under applicable SEC rules.

~~Material~~ ~~Contractual Obligations~~

~~On December 15, 2016, we entered into an operating lease agreement for approximately 13,000 square feet of office space in Boca Raton, Florida. The agreement expires 103 months after the commencement, which occured in August 2017, and has a monthly base rent of $17.~~

~~As of~~ September 30, 2017, we have total debt of $74,253, of which $54,174 is considered to be related-party debt. For discussion of our debt financings, see Notes 6 and 7 in the Notes to Condensed Consolidated Financial Statements included in this report.

~~Effective February 6, 2013, we entered into an operating lease agreement for~~ approximately 170,000 square feet of manufacturing, research and development, warehousing and shipping space, which includes roughly 30,000 square feet of office space, in American Fork, Utah. The agreement expires in February 2028 and has a monthly base rent of $60, provided that commencing on the five-year anniversary date thereafter, the base rent shall be increased by 10% over the base rent for the preceding five-year period.

~~Effective April 7, 2015, we entered into an operating lease agreement for approximately 31,000 square feet of office space in St. Petersburg, Florida. The agreement expires in April 2027 and has a monthly base rent of $59 for year 1 to $76 for year 12.~~

~~Off-Balance Sheet Arrangements~~

~~None.~~

Item 3.3.Quantitative and Qualitative ~~Disclosure~~sDisclosures About Market Risk.

This item is not applicable as we are currently considered a smaller reporting company.

Item 4.4.Controls and ~~Procedures~~.Procedures.

Evaluation of Disclosure Controls and Procedures

Our management,, with the participation of our ~~chief~~principal executive officer and ~~our~~ chief financial officer, evaluated the effectiveness ~~of the design and operation~~ of our disclosure controls and procedures as of ~~September 30, 2017,~~March 31, 2022 pursuant to Rule ~~13a-15(b)~~13a-15(e) and 15d-15(e) under the Securities Exchange ~~Act.~~Act of 1934 (the "Exchange Act"), as amended. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the ~~Securities and Exchange Commission’s~~SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

~~Based on~~ On the ~~evaluation~~basis of ~~our disclosure controls and procedures as of~~ ~~September 30, 2017,~~this review, our management, including our principal executive officer and chief financial officer, has concluded that as ~~a result~~ of ~~material weaknesses in our internal control over financial reporting discussed below,~~the end of the period covered by this report, our disclosure controls and procedures were not effective ~~as of September 30, 2017.~~

~~Management’s Remediation Initiatives~~

~~Management plans~~to give reasonable assurance that the information required to be disclosed in our reports filed with the SEC under the Exchange Act is recorded, processed, summarized and ~~has initiated actions to implement a number of initiatives that address~~reported within the ~~ineffective design~~time periods specified in the rules and forms of the SEC, and to ensure that the information required to be disclosed in the reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and chief financial officer, in a manner that allows timely decisions regarding required disclosure.

On May 14, 2021, the Company announced that an internal investigation discovered that a recently terminated employee in the Company’s accounting department had been embezzling Company funds. The investigation indicated losses of approximately $500,000 occurred between 2016 and 2021. As a result of the findings of the investigation, the terminated employee returned the majority of the embezzled funds to the Company.

The employee took advantage of a complex consolidation process between multiple ERP systems, a lack of segregation of duties, weak internal controls, and a lack of managerial oversight.

In the first quarter of 2021, the Company transitioned into a single ERP system which allows for establishment of increased segregation of duties and improvements of internal controls within the ERP system itself. Additionally, remediation of internal control ~~over financial reporting~~weaknesses includes additional focus on managerial oversight and ~~plans to initiate further actions to implement a number~~staffing changes within the accounting department.

During the fourth quarter of ~~initiatives, including but not limited to~~2018 (and continuing into 2019), management identified material weaknesses in the ~~following:~~

~~Work throughout the year~~ ~~with our independent Sarbanes-Oxley Act consultant to help improve the overall~~selection and testing of our ~~system~~third-party logistics (“3PL”) and fulfillment provider, whom the Company engaged to replace the Company's Utah manufacturing facility. The Company determined that the 3PL does not issue reports pursuant to the Statement on Standards for Attestation Engagement No. 18 attestation standards. Management also identified a material weakness related to a lack of appropriate staffing in our accounting and information technology departments to address the Company's ability to continue to close the books both timely and accurately and to meet internal control ~~over~~documentation requirements. Prior normal staffing turnover along with technical accounting issues and the Company's change to a 3PL impacted the Company's ability to react to technical accounting matters encountered. During the first quarter of 2020, management identified material weaknesses related to our financial reporting soprocedures which resulted in the Company not properly recording a reserve for accounts receivable related to a significant customer that had recently entered bankruptcy proceedings. This material weakness caused the Company to have to amend its 2020 first quarter 10-Q on August 17, 2020 to properly state our financial position. Management believes that this control failure has been resolved with staffing changes and system improvements.

Although we ~~promptly identify and refine prior to year-end.~~

~~Continue to evaluate control procedures on an ongoing basis, and, where possible modify~~ ~~those control procedures to improve management oversight.~~

~~Implement and improve systems to automate~~have implemented certain ~~financial reporting processes and to~~ ~~improve information accuracy.~~

We ~~made various staff changes during 2017 in our finance and accounting department and~~measures that we believe these changes have enabled us to broaden the scope and quality of our controls relating to the oversight and review of financial statements and to properly apply all relevant accounting. Furthermore, we plan to implement and improve systems to automate certain financial reporting processes and to improve information accuracy.

~~Management~~ will ~~continue the process of~~ reviewing existing controls, procedures and responsibilities to more closely identify financial reporting risks and the required controls to address them. Key control and compensating control procedures have been developed to ensure that weaknesses are properly addressed and related financial reporting risks are mitigated. Periodic control validation and testing has been implemented to ensure that controls continue to operate consistently and as designed. The remediation steps we have taken, are taking and expect to take may not effectively remediate ~~the~~these material weaknesses, ~~in which case~~we can provide no assurance that our ~~internal control over financial reporting would continue to~~remediation efforts will be ineffective. Even if we are able to complete these actions successfully, these measures may not adequately address our material weaknesses and may take additional time to complete. In addition, it is possibleeffective or that ~~we will discover~~ additional material weaknesses in our internal control over financial reporting will not be identified in the future. Any failure to maintain or implement required new or improved controls, or any difficulties that ~~our existing material weaknesses will~~may be encountered in their implementation, could result in additional ~~errors~~material weaknesses, cause us to fail to meet our periodic or annual reporting obligations or result in ~~or restatements of~~material misstatements in our financial statements. Any such failure could also adversely affect the results of periodic management evaluations regarding the effectiveness of our internal control over financial reporting required under Section 404 of the Sarbanes Oxley Act of 2002 and the rules promulgated thereunder. The existence of material weaknesses could result in errors in our financial statements that could result in a restatement of those financial statements.

~~Changes~~Limitations on Effectiveness of Controls and Procedures

The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in ~~Internal Control~~designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, any system of internal control over ~~Financial Reporting~~financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurances. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but we cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.

~~Other than~~ ~~the items discussed above, there~~There were no changes in our internal ~~control~~controls over financial reporting during ~~our most recent fiscal~~the quarter ended March 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal ~~control~~controls over financial reporting.

~~Limitations on Effectiveness of Controls and Procedures~~

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

PART II—II. –OTHER INFORMATION

Item 1.

Legal Proceedings

~~Item 1.~~ ~~Legal Proceedings~~

~~In re: Herbal Supplements Marketing~~From time to time, we may become involved in various lawsuits and ~~Sales Practice~~legal proceedings, which arise in the ordinary course of business. Litigation ~~MDL No. 2619, Case No. 1:15-cv-5070, U.S. District Court for the Northern District of Illinois, filed on June 9, 2015. We are not a party~~is subject to ~~this matter, which joined~~inherent uncertainties, and an adverse result in ~~a multidistrict litigation a number of purported class actions arising~~these or other matters may arise from ~~allegations raised by a state attorney general claiming~~time to time that ~~DNA barcoding testing conducted on behalf~~may harm our business. As of the attorney general indicated that certain herbal supplement products did not contain the herbal ingredients stated on the label. We do, however, pursuant to contractual obligations, provide indemnity and defense with respect to certain of the claims in this litigation. The defendants in this litigation intend to take all necessary steps to vigorously defend this matter.

~~Amy Mathews v. Wal-Mart Stores, Inc. and Wal-Mart Stores Arkansas LLC, Case No. CV-2015-0294~~, in the Circuit Court of Independence County, Arkansas, Civil Division. This purported class action alleges a violation of the Arkansas Deceptive Trade Practices Act based on the same allegations of the state attorney general that serve as the basis for the claims in the Herbal Supplements multidistrict litigation referenced above, and seeks certification of a class of Arkansas residents purportedly impacted by the allegations. We are not a party to this litigation but provide indemnity and defense with respect to certain of the claims in this litigation.

~~Corr-Jensen Inc. v. Mark Walsh and Twinlab Corporation, Case No. 1:17-cv-01473-CBS~~, in the U.S. District Court for the District of Colorado, filed on June 16, 2017. The plaintiff, Corr-Jensen Inc., alleges Twinlab Corporation intentionally and improperly interfered with Mr. Walsh’s employment agreement and release with the plaintiff by allegedly engaging Mr. Walsh or continuing to engage him. On September 21, 2017, we entered into a confidential settlementdate of this ~~matter with~~Quarterly Report on Form 10-Q, the ~~plaintiff, which did~~Company is not aware of any legal proceedings that could have a material ~~adverse effect~~impact on ~~our~~the Company’s financial ~~condition/~~condition, results of operations, or cash flows.

Item 1A.

Risk Factors

~~Winn-Dixie Stores, Inc., BI-LO, LLC and Sampson Merger Sub, LLC v. Twinlab Corporation, Case No.: 16-2017-CA-004367~~, in the Circuit Court of the Fourth Judicial District in and for Duval County, Florida, filed on July 11, 2017. The plaintiffs in this matter allege Twinlab Corporation is in breach of a contract agreement related to unpaid invoices. On September 25, 2017, we entered into a confidential settlement of this matter with the plaintiffs, which did not have a material adverse effect on our financial condition/results of operations or cash flows.

~~Item 1A.~~~~Risk Factors~~.

Risks and uncertainties that, if they were to occur, could materially adversely affect our business or cause our actual results to differ materially from the results contemplated by the forward-looking statements contained in this report and other public statements were set forth in the “Item 1A Risk Factors” section of our Annual Report on Form 10-K filed with the SEC on March ~~31, 2017.~~29, 2022.

Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial conditions and/or operating ~~cash flow.~~results.

~~Item 6.~~~~Exhibits.~~

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

~~Exhibit~~

~~Number~~

~~Exhibit Description~~

~~10.1~~

Secured Promissory Note, dated August 30, 2017, issued by Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, Nutrascience Labs, Inc., Nutrascience Labs IP Corporation, Organic Holdings LLC, Reserve Life Organics, LLC, Resvitale, LLC, Re-Body, LLC, Innovitamin Organics, LLC, Organics Management LLC, Cocoawell, LLC, Fembody, LLC, Reserve Life Nutrition, LLC, Innovita Specialty Distribution LLC, and Joie Essance, LLC in favor of Great Harbor Capital, LLC (incorporated by reference from Exhibit 10.171 to the Form 8-K filed with the Securities and Exchange Commission on September 6, 2017).

~~10.2~~

None.

Warrant, dated August 30, 2017, by and between Twinlab Consolidated Holdings, Inc. and Great Harbor Capital, LLC (incorporated by reference from Exhibit 10.172 to the Form 8-K filed with the Securities and Exchange Commission on September 6, 2017).Item 3.

Defaults Upon Senior Securities.

As of March 31, 2022, we were in default for lack of compliance with the EBITDA-related financial covenant of the debt agreement with MidCap. The amount due to MidCap for this revolving credit line is $7,418 as of March 31, 2022.

To date, we are in default of the promissory notes payable to Little Harbor, GH and Golisano LLC which matured on October 22, 2021 (see Note 6 for further information). As of March 31, 2022, we had $8,037, $28,500 and $39,536 of net of discount indebtedness outstanding to Little Harbor, GH and Golisano LLC, respectively.

Item 4.	Mine Safety Disclosures.

~~10.3~~	Not applicable.

Amendment No. 13 to Credit and Security Agreement and Limited Consent, dated as of August 30, 2017, by and among Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, NutraScience Labs, Inc., NutraScience Labs IP Corporation, Organic Holdings LLC, Reserve Life Organics, LLC, Resvitale, LLC, Re-Body, LLC, Innovitamin Organics, LLC, Organics Management LLC, Cocoawell, LLC, Fembody, LLC, Reserve Life Nutrition, L.L.C., Innovita Specialty Distribution, LLC, Joie Essance, LLC and MidCap Funding X Trust (incorporated by reference from Exhibit 10.173 to the Form 8-K filed with the Securities and Exchange Commission on September 6, 2017).Item 5.	Other Information.

	None.

Item 6.

Exhibits.

The exhibits filed or furnished as part of this Quarterly Report on Form 10-Q are set forth below.

	Exhibit Number	Exhibit Description

	31.1	Rule 13a-14(a)/15d-14(a) Certification.

	31.2	Rule 13a-14(a)/15d-14(a) Certification.
	~~32.1~~
	32.1*	Certification Pursuant to 18 U.S.C. Section 1350.
	~~32.2~~
	32.2*	Certification Pursuant to 18 U.S.C. Section 1350.
	~~101.INS~~	~~XBRL Instance~~
	~~101.SCH~~101.INS	Inline XBRL Instance.

	101.SCH	Inline XBRL Taxonomy Extension Schema.
	~~101.CA~~
	101.CA	Inline XBRL Taxonomy Extension Calculation.
	~~101.DEF~~
	101.DEF	Inline XBRL Taxonomy Extension Definition.
	~~101.LAB~~
	101.LAB	Inline XBRL Taxonomy Extension Label.
	~~101.PRE~~
	101.PRE	Inline XBRL Taxonomy Extension Presentation.

	104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

	* Furnished herewith.

SIGNATURES

~~SIGNATURE~~S

Pursuant to the requirements of the ~~Securities~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TWINLAB CONSOLIDATED HOLDINGS, INC.


Date: ~~November 14, 2017~~	~~By:~~May 10, 2022	By:	/s/ ~~Naomi L. Whittel~~Daniel DiPofi
		~~Naomi L. Whittel~~	Daniel DiPofi
			Chief Executive Officer and Director (Principal Executive Officer)

Date: ~~November 14, 2017~~	~~By:~~May 10, 2022	By:	/s/ ~~Alan S. Gever~~Kyle Casey
		~~Alan~~ ~~S. Gever~~	Kyle Casey
			Chief Financial Officer ~~and~~ ~~Chief Operating Officer~~ (Principal Financial Officer)

	September 30,			December 31,
	2017			2016
ASSETS

Current assets:
Cash	$	2,233		$	5,097
Accounts receivable, net of allowance of $2,777 and $2,365, respectively		8,737			7,768
Inventories, net		18,368			17,601
Prepaid expenses and other current assets		2,238			2,870
Total current assets		31,576			33,336

Property and equipment, net		3,240			3,528
Intangible assets, net		28,450			30,197
Goodwill		24,098			24,098
Other assets		1,768			1,667

Total assets	$	89,132		$	92,826

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities:
Accounts payable	$	4,607		$	7,866
Accrued expenses and other current liabilities		10,266			11,434
Derivative liabilities		8,143			6,455
Notes payable and current portion of long-term debt, net of discount of $1,871 and $2,297, respectively		17,091			11,631
Total current liabilities		40,107			37,386

Long-term liabilities:
Deferred gain on sale of assets		1,606			1,727
Deferred tax liability		959			959
Notes payable and long-term debt, net of current portion and discount of $2,102 and $3,451, respectively		57,162			50,988
Total long-term liabilities		59,727			53,674

Total liabilities		99,834			91,060

Commitments and contingencies

Stockholders’ equity (deficit):
Preferred stock, $0.001 par value, 500,000,000 shares authorized, no shares issued and outstanding		-			-
Common stock, $0.001 par value, 5,000,000,000 shares authorized, 387,730,078 shares issued		388			388
Additional paid-in capital		226,766			226,380
Stock subscriptions receivable		(30	)		(30	)
Treasury stock, 134,806,051 and 134,163,685 shares at cost, respectively		(500	)		(500	)
Accumulated deficit		(237,326	)		(224,472	)
Total stockholders’ equity (deficit)		(10,702	)		1,766

Total liabilities and stockholders' equity (deficit)	$	89,132		$	92,826

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016

Net sales	$	20,612		$	23,046		$	66,130		$	65,885
Cost of sales		17,103			15,963			50,368			49,405

Gross profit		3,509			7,083			15,762			16,480

Selling, general and administrative expenses		6,646			7,760			20,574			26,249

Loss from operations		(3,137	)		(677	)		(4,812	)		(9,769	)

Other income (expense):
Interest expense, net		(1,876	)		(2,423	)		(6,318	)		(6,530	)
Loss on stock purchase guarantee		-			-			-			(3,210	)
Gain (loss) on change in derivative liabilities		(393	)		14,065			(1,688	)		28,128
Other income (expense), net		(12	)		3			(36	)		(18	)

Total other income (expense)		(2,281	)		11,645			(8,042	)		18,370

Income (loss) before income taxes		(5,418	)		10,968			(12,854	)		8,601
Provision for income taxes		-			-			-			(17	)

Total comprehensive income (loss)	$	(5,418	)	$	10,968		$	(12,854	)	$	8,584

Weighted average number of common shares outstanding – basic		252,924,027			250,806,152			252,935,792			264,740,245

Net income (loss) per common share – basic	$	(0.02	)	$	0.04		$	(0.05	)	$	0.03

Weighted average number of common shares outstanding – diluted (2016 corrected - see Note 1)		252,924,027			264,224,781			252,935,792			277,221,732

Net loss per common share – diluted (2016 corrected - see Note 1)	$	(0.02	)	$	(0.01	)	$	(0.05	)	$	(0.07	)

September 30, 2017	Total		Level 1		Level 2		Level 3

Derivative liabilities	$	8,143	$	-	$	-	$	8,143

December 31, 2016	Total		Level 1		Level 2		Level 3

Derivative liabilities	$	6,455	$	-	$	-	$	6,455

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
				(as corrected)						(as corrected)
Numerator:
Net income (loss)	$	(5,418	)	$	10,968		$	(12,854	)	$	8,584
Effect of dilutive securities on net income (loss):
Common stock warrants		-			(14,065	)		-			(28,128	)

Total net loss for purpose of calculating diluted net loss per common share	$	(5,418	)	$	(3,097	)	$	(12,854	)	$	(19,544	)

Number of shares used in per common share calculations:
Total shares for purposes of calculating basic net loss per common share		252,924,027			250,806,152			252,935,792			264,740,245
Weighted-average effect of dilutive securities:
Common stock warrants		-			13,418,629			-			12,481,487

Total shares for purpose of calculating diluted net loss per common share		252,924,027			264,224,781			252,935,792			277,221,732

Net income (loss) per common share:
Basic	$	(0.02	)	$	0.04		$	(0.05	)	$	0.03
Diluted	$	(0.02	)	$	(0.01	)	$	(0.05	)	$	(0.07	)

	As originally reported		As corrected

Diluted net income (loss) per common share (three months)	$	0.04	$	(0.01	)
Diluted net income (loss) per common share (nine months)	$	0.03	$	(0.07	)
Weighted average shares oustanding - diluted (three months)		258,565,687		264,224,781
Weighted average shares oustanding - diluted (nine months)		275,633,914		277,221,732

	March 31, 2022			December 31, 2021
Trademarks	$	4,739		$	4,739
Indefinite-lived intangible assets		120			120
Customer relationships		6,363			6,363
		11,222			11,222
Accumulated amortization		(10,675	)		(10,646	)

Intangible assets, net	$	547		$	576

			Weighted Average
	Shares		Exercise Price


Outstanding, December 31, 2016		15,855,017		0.18

Granted		-		-
Canceled / Expired		-		-
Exercised		-		-
Outstanding, September 30, 2017		15,855,017		0.18

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