Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2021 | May 07, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 333-161943 | |
Entity Registrant Name | Better Choice Company Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-4284557 | |
Entity Address, Address Line One | 12400 Race Track Road | |
Entity Address, City or Town | Tampa | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33626 | |
City Area Code | (813) | |
Local Phone Number | 659-5921 | |
Entity Central Index Key | 0001471727 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 66,028,348 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Cash and cash equivalents | $ 4,298 | $ 3,926 |
Restricted cash | 63 | 63 |
Accounts receivable, net | 6,675 | 4,631 |
Inventories, net | 4,582 | 4,869 |
Prepaid expenses and other current assets | 4,258 | 4,074 |
Total Current Assets | 19,876 | 17,563 |
Property and equipment, net | 205 | 252 |
Right-of-use assets, operating lease | 305 | 345 |
Intangible assets, net | 12,732 | 13,115 |
Goodwill | 18,614 | 18,614 |
Other assets | 635 | 1,364 |
Total Assets | 52,367 | 51,253 |
Current Liabilities | ||
Term loans, net | 628 | 7,826 |
PPP loans | 315 | 190 |
Other liabilities | 41 | 47 |
Accounts payable | 5,221 | 3,137 |
Accrued liabilities | 2,090 | 3,003 |
Deferred revenue | 257 | 350 |
Operating lease liability | 180 | 173 |
Warrant liabilities | 46,333 | 39,850 |
Total Current Liabilities | 55,065 | 54,576 |
Non-current Liabilities | ||
Notes payable, net | 19,609 | 18,910 |
Term loans, net | 5,219 | 0 |
Lines of credit, net | 4,781 | 5,023 |
PPP loans | 537 | 662 |
Operating lease liability | 136 | 184 |
Total Non-current Liabilities | 30,282 | 24,779 |
Total Liabilities | 85,347 | 79,355 |
Stockholders’ Deficit | ||
Common stock, $0.001 par value, 200,000,000 shares authorized, 66,004,348 and 51,908,398 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 66 | 52 |
Series F Preferred Stock, $0.001 par value, 30,000 shares authorized, 17,306 and 21,754 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 0 | 0 |
Additional paid-in capital | 240,847 | 232,487 |
Accumulated deficit | (273,893) | (260,641) |
Total Stockholders’ Deficit | (32,980) | (28,102) |
Total Liabilities and Stockholders’ Deficit | $ 52,367 | $ 51,253 |
Common stock, authorized (in shares) | 200,000,000 | 200,000,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, issued (in shares) | 66,004,348 | 51,908,398 |
Common stock, outstanding (in shares) | 66,004,348 | 51,908,398 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | 30,000 | 30,000 |
Preferred stock, issued (in shares) | 17,306 | 21,754 |
Preferred stock, outstanding (in shares) | 17,306 | 21,754 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Net sales | $ 10,830 | $ 12,226 |
Cost of goods sold | 6,556 | 8,069 |
Gross profit | 4,274 | 4,157 |
Operating expenses: | ||
General and administrative | 4,551 | 8,245 |
Share-based compensation | 2,525 | 2,485 |
Sales and marketing | 2,336 | 1,959 |
Total operating expenses | 9,412 | 12,689 |
Loss from operations | (5,138) | (8,532) |
Other expense (income): | ||
Interest expense | 835 | 2,301 |
Loss on extinguishment of debt | 394 | 0 |
Change in fair value of warrant liabilities | 6,483 | (1,379) |
Total other expense, net | 7,712 | 922 |
Net and comprehensive loss | (12,850) | (9,454) |
Preferred dividends | 0 | 34 |
Net and comprehensive loss available to common stockholders | $ (12,850) | $ (9,488) |
Weighted average number of shares outstanding, basic and diluted (in shares) | 57,525,054 | 48,526,396 |
Loss per share, basic and diluted (in dollars per share) | $ (0.23) | $ (0.20) |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands | Total | Redeemable Series E Convertible Preferred Stock | Common Stock | Common StockSeries F Convertible Preferred Stock | Series F Convertible Preferred StockSeries F Convertible Preferred Stock | Additional Paid-In Capital | Additional Paid-In CapitalSeries F Convertible Preferred Stock | Accumulated Deficit |
Balance at Dec. 31, 2019 | $ (7,071) | $ 48 | $ 194,150 | $ (201,269) | ||||
Balance (in shares) at Dec. 31, 2019 | 47,977,390 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issued pursuant to a private placement | 500 | 500 | ||||||
Shares and warrants issued pursuant to a private placement (in shares) | 308,642 | |||||||
Share-based compensation | 2,485 | $ 1 | 2,484 | |||||
Share-based compensation (in shares) | 455,956 | |||||||
Shares and warrants issued to third party for contract termination | 198 | 198 | ||||||
Shares and warrants issued to third party for contract termination (in shares) | 72,720 | |||||||
Shares issued to third parties for services | 125 | 125 | ||||||
Stock issued to third parties for services (in shares) | 125,000 | |||||||
Warrants issued to third parties for services | 2,594 | 2,594 | ||||||
Net and comprehensive loss available to common stockholders | (9,488) | (9,488) | ||||||
Balance at Mar. 31, 2020 | (10,657) | $ 49 | 200,051 | (210,757) | ||||
Balance (in shares) at Mar. 31, 2020 | 48,939,708 | |||||||
Balance at Dec. 31, 2019 | $ 10,566 | |||||||
Balance (in shares) at Dec. 31, 2019 | 1,387,378 | |||||||
Balance at Mar. 31, 2020 | $ 10,566 | |||||||
Balance (in shares) at Mar. 31, 2020 | 1,387,378 | |||||||
Balance at Dec. 31, 2020 | (28,102) | $ 52 | $ 0 | 232,487 | (260,641) | |||
Balance (in shares) at Dec. 31, 2020 | 51,908,398 | 21,754 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issued pursuant to a private placement | 4,072 | $ 3 | 4,069 | |||||
Shares and warrants issued pursuant to a private placement (in shares) | 3,280,400 | |||||||
Share-based compensation | 2,544 | 2,544 | ||||||
Share-based compensation (in shares) | 105,222 | |||||||
Warrant exercises | 1,310 | $ 2 | 1,308 | |||||
Warrant exercises (in shares) | 1,784,298 | |||||||
Shares issued to third parties for services | 46 | 46 | ||||||
Stock issued to third parties for services (in shares) | 30,000 | |||||||
Warrant modifications | 0 | 402 | (402) | |||||
Conversion of Series F shares to common stock | $ 9 | $ (9) | ||||||
Conversion of Series F shares to common stock (in shares) | 8,896,030 | (4,448) | ||||||
Net and comprehensive loss available to common stockholders | (12,850) | (12,850) | ||||||
Balance at Mar. 31, 2021 | $ (32,980) | $ 66 | $ 0 | $ 240,847 | $ (273,893) | |||
Balance (in shares) at Mar. 31, 2021 | 66,004,348 | 17,306 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Cash Flow from Operating Activities: | |||
Net and comprehensive loss available to common stockholders | $ (12,850) | $ (9,488) | |
Adjustments to reconcile net and comprehensive loss to net cash used in operating activities: | |||
Shares and warrants issued to third parties for services | 46 | 2,792 | |
Depreciation and amortization | 411 | 457 | |
Amortization of debt issuance costs and discounts | 161 | 1,090 | |
Share-based compensation | 2,544 | 2,485 | |
Change in fair value of warrant liabilities | 6,483 | (1,379) | |
Payment In Kind (PIK) interest expense on notes payable | 548 | 459 | |
Other | (92) | 644 | |
Changes in operating assets and liabilities: | |||
Accounts receivable, net | (2,044) | (297) | |
Inventories, net | 287 | 1,818 | |
Prepaid expenses and other assets | 545 | 5 | |
Accounts payable and accrued liabilities | 1,735 | 26 | |
Other | (99) | 229 | |
Cash Used in Operating Activities | (2,325) | (1,159) | |
Cash Flow from Investing Activities | |||
Acquisition of property and equipment | 0 | (8) | |
Cash Used in Investing Activities | 0 | (8) | |
Cash Flow from Financing Activities | |||
Proceeds from shares and warrants issued pursuant to private placement, net | 4,012 | 0 | |
Proceeds from revolving lines of credit | 5,155 | 500 | |
Payments on revolving lines of credit | (5,584) | 0 | |
Proceeds from term loan | 6,000 | 0 | |
Payments on term loans | (8,080) | 0 | |
Cash received for warrant exercises | 1,310 | 0 | |
Debt issuance costs | (116) | 0 | |
Cash Provided by Financing Activities | 2,697 | 500 | |
Net increase (decrease) in cash and cash equivalents and restricted cash | 372 | (667) | |
Total cash and cash equivalents and restricted cash, Beginning of Period | 3,989 | 2,534 | $ 2,534 |
Total cash and cash equivalents and restricted cash, End of Period | 4,361 | 1,867 | $ 3,989 |
Cash paid during the period for: | |||
Income taxes | 0 | 0 | |
Interest | 148 | 613 | |
Non-cash financing and investing transactions | |||
Stock issued for services | $ 0 | $ 125 |
Nature of business and summary
Nature of business and summary of significant accounting policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Nature of business and summary of significant accounting policies | Nature of business and summary of significant accounting policies Nature of the Business Better Choice Company Inc. is a growing animal health and wellness company focused on providing pet products and services that help dogs and cats live healthier, happier and longer lives. The Company sells its product offering under the Halo and TruDog brands, which have a long history of providing high quality products to pet parents. The Company believes its portfolio of brands are well-positioned to benefit from the trends of growing pet humanization and an increased consumer focus on health and wellness, and the Company has adopted a laser focused, channel-specific approach to growth that is driven by new product innovation. The Company has a broad portfolio of over 100 active premium and super-premium animal health and wellness products for dogs and cats sold under its Halo, and TruDog brands across multiple forms, including foods, treats, toppers, dental products, chews, grooming products and supplements. The products consist of naturally formulated premium kibble and canned dog and cat food, freeze-dried raw dog food and treats, vegan dog food and treats, oral care products, supplements and grooming aids. The core products sold under the Halo brand are sustainably sourced, derived from real whole meat and no rendered meat meal and include non-genetically modified fruits and vegetables. The core products sold under the TruDog brand are made according to the Company's nutritional philosophy of fresh, meat-based nutrition and minimal processing. Basis of Presentation The Company’s condensed consolidated financial statements are prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reports and accounting principles generally accepted in the United States ("GAAP"). Results of operations for interim periods may not be representative of results to be expected for the full year. Certain reclassifications have been made to conform the prior period data to the current presentation. These reclassifications had no material effect on the reported results. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes in the Company’s Annual Report for the year ended December 31, 2020, filed with the SEC. Consolidation The financial statements are presented on a consolidated basis subsequent to acquisitions and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. On an ongoing basis, the Company evaluates these assumptions, judgments and estimates. Actual results may differ from these estimates. In the opinion of management, the condensed consolidated financial statements contain all adjustments necessary for a fair statement of the results of operations and comprehensive loss for the periods ended March 31, 2021 and 2020, the financial position as of March 31, 2021 and December 31, 2020 and the cash flows for the periods ended March 31, 2021 and 2020. Going Concern Considerations The Company is subject to risks common in the pet wellness consumer market including, but not limited to, dependence on key personnel, competitive forces, successful marketing and sale of its products, the successful protection of its proprietary technologies, ability to grow into new markets, and compliance with government regulations. As of March 31, 2021, the Company has not experienced a significant adverse impact to its business, financial condition or cash flows resulting from the COVID-19 pandemic. However, uncertainties regarding the continued economic impact of COVID-19 are likely to result in sustained market turmoil which could also negatively impact the Company's business, financial condition, and cash flows in the future. The Company has continually incurred losses and has an accumulated deficit. The Company continues to rely on current investors and the public markets to finance these losses through debt and/or equity issuances. These operating losses, working capital deficit and the outstanding debt create substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date these condensed consolidated financial statements are issued. The Company is implementing plans to achieve cost savings and other strategic objectives to address these conditions. The Company expects cost savings from consolidation of third-party manufacturers, optimizing shipping and warehousing as well as overhead cost reductions. The business is focused on successful completion of capital raises and growing the most profitable channels while reducing investments in areas that are not expected to have long-term benefits. The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and payments of liabilities in the ordinary course of business. Accordingly, the condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount of and classification of liabilities that may result should the Company be unable to continue as a going concern. Summary of Significant Accounting Policies For additional information, please refer to our most recently filed Annual Report regarding the Company's summary of significant accounting policies. New Accounting Standards Recently adopted ASU 2020-03 “Codification Improvements to Financial Instruments” In March 2020, FASB issued Accounting Standards Update ("ASU") 2020-03, Codification Improvement to Financial Instruments. This ASU improves and clarifies various financial instruments topics, including the current expected credit losses standard issued in 2016. The ASU includes seven different issues that describe the areas of improvement and the related amendments to GAAP, intended to make the standards easier to understand and apply by eliminating inconsistencies and providing clarifications. The amendments have different effective dates, some of which were effective for the Company beginning on January 1, 2021. The amendments adopted did not have a material impact on the Company’s condensed consolidated financial statements. ASU 2019-12 “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This new guidance was effective for the Company beginning on January 1, 2021 and did not have an impact on the Company’s condensed consolidated financial statements. Issued but not yet adopted ASU 2016-13 “Financial Instruments – Credit Losses (Topic 326)” In June 2016, the FASB issued ASU 2016-13 “Financial Instruments - Credit Losses (Topic 326),” a new standard to replace the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The standard is effective for the Company on January 1, 2023, and early adoption is permitted. The Company is currently evaluating the impact the new standard will have on its consolidated financial statements. ASU 2020-04 “Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting” In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides optional expedient and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. In response to the concerns about structural risks of interbank offered rates (IBORs) and, particularly, the risk of cessation of the London Interbank Offered Rate (LIBOR), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. The ASU provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. The ASU can be adopted no later than December 1, 2022 with early adoption permitted. The Company is currently evaluating the impact the standard will have on its consolidated financial statements and related disclosures. ASU 2020-06 "Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In August 2020, FASB issued ASU 2020-06, Debt - Debt with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging - Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. This ASU reduces the number of accounting models for convertible instruments, amends diluted EPS calculations for convertible instruments, and amends the requirements for a contract (or embedded derivative) that is potentially settled in an entity’s own shares to be classified in equity. This standard is effective for the Company beginning on January 1, 2024 with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The Company records revenue net of discounts, which primarily consist of early pay discounts, general percentage allowances and contractual trade promotions. The Company excludes sales taxes collected from revenues. Retail-partner based customers are not subject to sales tax. The Company’s direct-to-consumer ("DTC") loyalty program enables customers to accumulate points based on their spending. A portion of revenue is deferred at the time of sale when points are earned and recognized when the loyalty points are redeemed. As of March 31, 2021 and December 31, 2020, customers held unredeemed loyalty program awards of $0.3 million and $0.4 million, respectively. Shipping Costs Shipping costs associated with moving finished products to customers were $0.5 million and $0.4 million for the three months ended March 31, 2021 and 2020, respectively. Such shipping costs are recorded as part of general and administrative expenses. Revenue Channels The Company groups its revenue channels into four distinct categories: E-Commerce, which includes the sale of product to online retailers such as Amazon and Chewy; Brick & Mortar, which includes the sale of product to pet specialty chains such as Petco, PetSmart, select grocery chains, and neighborhood pet stores; DTC which includes the sale of product through the Company's online web platform to more than 20,000 unique customers; and International, which includes the sale of product to foreign distribution partners (transacted in U.S. dollars) and to select international retailers. Information about the Company’s net sales by revenue channel is as follows (in thousands): Three Months Ended March 31, 2021 2020 E-commerce $ 4,010 37 % $ 4,481 37 % Brick & Mortar 1,894 18 % 2,897 23 % DTC 2,436 22 % 2,804 23 % International 2,490 23 % 2,044 17 % Net Sales $ 10,830 100 % $ 12,226 100 % |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories are summarized as follows (in thousands): March 31, 2021 December 31, 2020 Food, treats and supplements $ 4,439 $ 4,987 Inventory packaging and supplies 503 596 Total Inventories 4,942 5,583 Inventory reserve (360) (714) Inventories, net $ 4,582 $ 4,869 |
Prepaid expenses and other curr
Prepaid expenses and other current assets | 3 Months Ended |
Mar. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid expenses and other current assets | Prepaid expenses and other current assets March 31, 2021 December 31, 2020 Prepaid advertising contract with iHeart (1) $ 2,500 $ 1,788 Other prepaid expenses and other current assets (2) 1,758 2,286 Total Prepaid expenses and other current assets $ 4,258 $ 4,074 (1) On August 28, 2019, the Company entered into a radio advertising agreement with iHeart Media + Entertainment, Inc. and issued 1,000,000 shares of common stock valued at $3.4 million for future advertising services. The Company issued an additional 125,000 shares valued at $0.1 million on March 5, 2020 pursuant to the agreement. The current portion of the remaining value, reflected above, is the remaining value of services that are required to be utilized within the next twelve months, unless the term is extended. The long-term portion of the remaining value of $0.5 million and $1.2 million was recorded in other non-current assets as of March 31, 2021 and December 31, 2020, respectively. (2) As of March 31, 2021, this amount includes various other prepaid contracts. During the fourth quarter of 2020, the Company entered into an agreement for access to an investment platform in exchange for 500,000 shares of common stock valued at $0.5 million and also entered into an agreement for marketing services in exchange for 500,000 shares of common stock valued at $0.5 million. |
Accrued liabilities
Accrued liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued liabilities | Accrued liabilities Accrued liabilities consist of the following (in thousands): March 31, 2021 December 31, 2020 Accrued professional fees $ 225 $ 704 Accrued sales tax 412 1,009 Accrued payroll and benefits 1,147 913 Accrued trade promotions 112 106 Accrued interest 24 86 Other 170 185 Total accrued liabilities $ 2,090 $ 3,003 |
Intangible assets, royalties, a
Intangible assets, royalties, and goodwill | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets, royalties, and goodwill | Intangible assets, royalties, and goodwill Intangible assets The Company’s intangible assets (in thousands) and related useful lives (in years) are as follows: March 31, 2021 December 31, 2020 Estimated Useful Life Gross Accumulated Net Carrying Accumulated Net Carrying Customer relationships 7 $ 7,190 $ (1,317) $ 5,873 $ (1,059) $ 6,131 Trade name 15 7,500 (641) 6,859 (516) 6,984 Total intangible assets $ 14,690 $ (1,958) $ 12,732 $ (1,575) $ 13,115 Amortization expense was $0.4 million for the three months ended March 31, 2021 and 2020, respectively. The estimated future amortization of intangible assets over the remaining weighted average useful life of 10.0 years is as follows (in thousands): Remainder of 2021 $ 1,145 2022 1,527 2023 1,527 2024 1,527 2025 1,527 Thereafter 5,479 $ 12,732 There were no indicators or impairment of the intangible assets as of March 31, 2021. Goodwill Goodwill was $18.6 million as of March 31, 2021 and December 31, 2020, respectfully. The Company performed a quantitative assessment for its annual impairment test as of October 1, 2020. Under the quantitative approach, the Company makes various estimates and assumptions to determine the estimated fair value of the reporting unit using a combination of a discounted cash flow model and earnings multiples for guideline public companies. As of March 31, 2021, there was no accumulated impairment loss and no impairment expense related to goodwill. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt The components of the Company’s debt consist of the following (in thousands): Dollars in thousands March 31, 2021 December 31, 2020 Amount Rate Maturity Amount Rate Maturity Term loan, net $ 5,847 (1) 1/6/2024 $ 7,826 (2) 1/15/2021 Line of credit, net 4,781 (1) 1/6/2024 5,023 (3) 7/5/2022 November 2019 notes payable, net (November 2019 Notes) 2,927 10.00 % 6/30/2023 2,830 10.00 % 6/30/2023 December 2019 senior notes payable, net (Senior Seller Notes) 10,679 10.00 % 6/30/2023 10,332 10.00 % 6/30/2023 December 2019 junior notes payable, net (Junior Seller Notes) 5,153 10.00 % 6/30/2023 4,973 10.00 % 6/30/2023 ABG Notes 702 10.00 % 6/30/2023 687 10.00 % 6/30/2023 June 2020 notes payable, net (June 2020 Notes) 148 10.00 % 6/30/2023 88 10.00 % 6/30/2023 Halo PPP Loan 431 1.00 % 5/3/2022 431 1.00 % 5/3/2022 TruPet PPP Loan 421 0.98 % 4/6/2022 421 0.98 % 4/6/2022 Total debt 31,089 32,611 Less current portion 943 8,016 Total long term debt $ 30,146 $ 24,595 (1) Interest at a variable rate of LIBOR plus 250 basis points with an interest rate floor of 2.50% per annum (2) Interest at Bank of Montreal Prime plus 8.05% (3) Interest at a variable rate of LIBOR plus 250 basis points with an interest rate floor of 3.25% per annum Term loans and lines of credit On December 19, 2019, the Company entered into a Loan Facilities Agreement (the “Facilities Agreement”) by and among the Company, as the borrower, the several lenders from time to time parties thereto (collectively, the “Lenders”) and a private debt lender, as agent (the “Agent”). The Facilities Agreement provided for (i) a term loan facility of $20.5 million and (ii) a revolving loan facility not to exceed $7.5 million. The term loan was scheduled to mature on December 19, 2020 or such earlier date on which a demand was made by the Agent or any Lender, and was extended as discussed below. The remaining revolving credit facility balance of $5.1 million was repaid in full with a portion of the proceeds from the ABL Facility, discussed below, and resulted in a loss on debt extinguishment of $0.1 million. Certain directors and shareholders of the Company (“Shareholder Guarantors”) agreed to guarantee the Company’s obligations under the Facilities Agreement up to an aggregate amount of $20.0 million pursuant to a Continuing Guarantee between the Shareholder Guarantors and the lender under the Facilities Agreement (the "Shareholder Guaranties"). As consideration for the Shareholder Guaranties, the Company issued common stock purchase warrants to the Shareholder Guarantors in an amount equal to 0.325 warrants for each dollar of debt guaranteed by such Shareholder Guarantors (the “Guarantor Warrants”). On July 16, 2020, the Company entered into a revolving line of credit with Citizens Business Bank in the aggregate amount of $7.5 million (the “ABL Facility”). The proceeds of the ABL Facility were used (i) to repay all principal, interest and fees outstanding under the Company’s previous revolving credit facility and (ii) for general corporate purposes. Debt issuance costs of less than $0.1 million were incurred related to the Company entering into this revolving line of credit. The ABL Facility was scheduled to mature on July 5, 2022 and bore interest at a variable rate of LIBOR plus 250 basis points, with an interest rate floor of 3.25% per annum. Accrued interest on the ABL Facility was payable monthly commencing on August 5, 2020. The ABL Agreement provided for customary financial covenants, such as maintaining a specified adjusted EBITDA and a maximum senior debt leverage ratio, that commenced on December 31, 2020 and customary events of default, including, among others, those relating to failure to make payment, bankruptcy, breaches of representations and material adverse effects. The Company prepaid all of the outstanding principal under the ABL Facility in full and did not incur any prepayment charges. The ABL Facility was secured by a general security interest on the assets of the Company and was personally guaranteed by a member of the Company’s board of directors. On October 5, 2020, the Company paid down the term loan by $11.0 million using proceeds from the Series F Private Placement. On October 29, 2020, the Company made an additional pay down on the term loan of $1.0 million using additional proceeds from the Series F Private Placement. On November 25, 2020, the Company entered into the fifth amendment to the Facilities Agreement, extending the maturity date of the term loan to January 15, 2021. On January 6, 2021, Halo, Purely for Pets, Inc., a wholly owned subsidiary of Better Choice Company Inc. ("Halo") entered into a credit facility with Old Plank Trail Community Bank, N.A., an affiliate of Wintrust Bank, N.A. (“Wintrust”) consisting of a $6.0 million term loan and a $6.0 million revolving line of credit, each scheduled to mature on January 6, 2024 and each bear interest at a variable rate of LIBOR plus 250 basis points, with an interest rate floor of 2.50% per annum (the "Wintrust Credit Facility"). Accrued interest on the Wintrust Facility is payable monthly commencing on February 1, 2021. Principal payments are required to be made monthly on the term loan commencing February 2021 with a balloon payment upon maturity. The proceeds from the Wintrust Credit Facility were used (i) to repay the principal, interest and fees outstanding under the ABL Facility and (ii) for general corporate purposes. We applied extinguishment accounting to the outstanding balances of the ABL Facility and term loan and recorded a loss on extinguishment of debt of $0.4 million during the three months ended March 31, 2021. Debt issuance costs of $0.1 million were incurred related to the Wintrust Credit Facility. The Wintrust Credit Facility subjects the Company to certain financial covenants, including the maintenance of a fixed charge coverage ratio of no less than 1.25 to 1.00, tested as of the last day of each fiscal quarter. The numerator in the fixed charge coverage ratio is the operating cash flow of Halo, defined as Halo EBITDA less cash paid for unfinanced Halo capital expenditures, income taxes and dividends. The denominator is fixed charges such as interest expense and principal payments paid or payable on other indebtedness attributable to Halo. The Wintrust Credit Facility is secured by a general guaranty and security interest on the assets, including the intellectual property, of the Company and its subsidiaries. The Company has also pledged all of the capital stock of Halo held by the Company as additional collateral. Furthermore, the Wintrust Credit Facility is supported by a collateral pledge by a member of the Company’s board of directors. As of March 31, 2021, the term loan and line of credit outstanding under the Wintrust Credit Facility were $5.8 million and $4.8 million, respectively, net of debt issuance costs of less than $0.1 million, respectively. As of December 31, 2020, the previous term loan and line of credit outstanding were $7.8 million and $5.0 million, respectively, net of debt issuance costs and discounts of less than $0.2 million and $0.2 million, respectively. The debt issuance costs and discounts are amortized using the effective interest method. As of March 31, 2021 and December 31, 2020, the Company was in compliance with its debt covenants. Notes payable On November 4, 2019, the Company issued $2.8 million of subordinated convertible notes (the “November 2019 Notes”) which carry a 10% interest rate and mature on November 4, 2021. The interest is payable in kind, in arrears on March 31, June 30, September 30 and December 31 of each year. Payment in kind ("PIK") interest is payable by increasing the aggregate principal amount of the November 2019 Notes. The November 2019 Notes are convertible any time from the date of issuance and carried an initial conversion price of the lower of (a) $4.00 per share or (b) the IPO Price (defined as the price at which the Company’s stock will be sold in a future IPO). The November 2019 Notes were amended on January 6, 2020. The amendment incorporates only the preferable terms of the Seller Notes as noted below, and all other terms and provisions of the November 2019 Notes remain in full force and effect. As amended, for so long as any event of default (as defined in the November 2019 Notes) exists, interest shall accrue on the November 2019 Notes principal at the default interest rate of 12.0% per annum, and such accrued interest shall be immediately due and payable. The November 2019 Notes were amended for the second time on June 24, 2020 in connection with the issuance of the June 2020 Notes. The amendment lowers the maximum conversion price applicable to the conversion of these notes from $4.00 per share to $3.75 per share and extends the maturity date from November 4, 2021 to June 30, 2023. Under the applicable accounting guidance, the Company accounted for the change in conversion price as a modification of the debt instrument. The Company recognized the increase in the fair value of the conversion option of $0.3 million as a reduction to the carrying amount of the debt instrument by increasing the associated debt discount with a corresponding increase in additional paid-in capital. As of March 31, 2021 and December 31, 2020, the November 2019 Notes outstanding were $2.9 million and $2.8 million, respectively, net of discounts of $0.2 million and less than $0.3 million, respectively. The discounts are being amortized over the life of the November 2019 Notes using the effective interest method. On December 19, 2019, the Company issued $10.0 million and $5.0 million in senior subordinated convertible notes (the “Senior Seller Notes”) and junior subordinated convertible notes (the “Junior Seller Notes” and together with the Senior Seller Notes, the “Seller Notes”), respectively, to the sellers of Halo. The Seller Notes are convertible any time from the date of issuance and carry a 10% interest rate and mature on June 30, 2023. Interest is payable in kind, in arrears on March 31, June 30, September 30 and December 31 of each year. PIK interest is payable by increasing the aggregate principal amount of the Seller Notes. The Seller Notes carried a conversion price of the lower of (a) $4.00 per share or (b) the IPO Price. The Seller Notes were amended on June 24, 2020 in connection with the issuance of the June 2020 Notes. The amendment lowers the maximum conversion price applicable to the conversion of these notes from $4.00 per share to $3.75 per share. The Company accounted for the change in the conversion price as a modification of the debt instrument. The Company recognized the increase in the fair value of the conversion option of less than of $0.3 million as a reduction to the carrying amounts of the debt instruments by increasing the associated debt discounts with a corresponding increase in additional paid-in capital. As of March 31, 2021, the Senior Seller Notes outstanding were $10.7 million, net of discounts of $0.7 million, and the Junior Seller Notes outstanding were $5.2 million, net of discounts of $0.5 million. As of December 31, 2020, the Senior Seller Notes outstanding were $10.3 million, net of discounts of $0.8 million, and the Junior Seller Notes outstanding were $5.0 million, net of discounts of $0.5 million. The discounts are being amortized over the life of the Seller Notes using the effective interest method. On January 13, 2020, the Company issued $0.6 million in senior subordinated convertible notes to Authentic Brands and Elvis Presley Enterprises (“ABG”) in connection with the termination of a previous licensing agreement (the "ABG Notes"). The terms of the ABG Notes match those of the Seller Notes, including conversion features convertible any time after the date of issuance, a 10% interest rate and maturity date of June 30, 2023. The interest is payable in kind, in arrears on March 31, June 30, September 30 and December 31 of each year. PIK interest is payable by increasing the aggregate principal amount of the ABG Notes. The ABG Notes carried an initial conversion price of the lower of (a) $4.00 per share or (b) the IPO Price. In addition to issuing the ABG Notes, as part of the ABG termination on January 13, 2020, the Company paid ABG $0.1 million in cash, issued ABG 72,720 shares of the Company’s common stock, agreed to pay ABG $0.1 million in cash in four equal installments each month from July 31, 2020 through October 31, 2020 and issued ABG common stock purchase warrants (the “ABG Warrants”) equal to a fair value of $0.2 million. The ABG Notes were amended on June 24, 2020 in connection with the issuance of the June 2020 Notes. The amendment lowers the maximum conversion price applicable to the conversion of these notes from $4.00 per share to $3.75 per share. The Company accounted for the change in the conversion price as a modification of the debt instrument. The Company recognized the increase in the fair value of the conversion option of less than $0.1 million as a reduction to the carrying amount of the debt instrument by decreasing the associated debt premium with a corresponding increase in additional paid-in capital. As of March 31, 2021 and December 31, 2020, the ABG Notes outstanding were $0.7 million, including a debt premium of less than $0.1 million, respectively. The debt premium is being amortized over the life of the ABG Notes using the effective interest method. On June 24, 2020, the Company issued $1.5 million in subordinated convertible promissory notes (the “June 2020 Notes”) which carry a 10% interest rate and mature on June 30, 2023. The interest is payable quarterly in kind, in arrears on March 31, June 30, September 30, and December 31 of each year. PIK interest is payable by increasing the aggregate principal amount of the June 2020 Notes. The June 2020 Notes are convertible any time from the date of issuance and carry a conversion price $0.75 per share. The June 2020 Notes are also convertible automatically upon the Company’s consummation of an initial public offering or change in control (each as defined in the June 2020 Notes). The Company evaluated the conversion option within the June 2020 Notes to determine whether the conversion price was beneficial to the note holders. The Company recorded a beneficial conversion feature (“BCF”) related to the issuance of the June 2020 Notes. The BCF for the June 2020 Notes was recognized and measured by allocating a portion of the proceeds to the beneficial conversion feature, based on relative fair value, and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion feature limited to the proceeds amount allocated to the instrument. The discount recorded in connection with the BCF valuation is being accreted as interest expense over the term of the June 2020 Notes, using the effective interest rate method. As of March 31, 2021 and December 31, 2020, the June 2020 Notes outstanding were $0.1 million, net of discounts of $1.5 million, respectively. The discounts are being amortized over the life of the June 2020 Notes using the effective interest method. The exercise, conversion or exchange of convertible securities, including for other securities, will dilute the percentage ownership of the Company’s stockholders. The dilutive effect of the exercise or conversion of these securities may adversely affect the Company’s ability to obtain additional capital. The Company previously issued $0.1 million of Seller Notes to an executive in satisfaction of a transaction bonus pursuant to his employment agreement. These convertible notes remained outstanding as of March 31, 2021 and December 31, 2020. Additionally, the Company previously issued $2.2 million of subordinated convertible notes to a member of the board of directors, which remain outstanding as of March 31, 2021 and December 31, 2020. Interest expense related to the subordinated convertible notes was less than $0.1 million for the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021 and December 31, 2020, the Company was in compliance with all covenant requirements and there were no events of default. All notes payable are subordinated to the term loan and line of credit. PPP loans On April 10, 2020, TruPet, LLC, a wholly owned subsidiary of Better Choice Company Inc., was granted a loan from JPMorgan Chase Bank, N.A. in the aggregate amount of $0.4 million, pursuant to the Paycheck Protection Program ("PPP") under Division A, Title I of the CARES Act (the “TruPet PPP Loan”). The loan matures on April 6, 2022 and bears interest at a rate of 0.98% per annum, with interest and principal payable monthly, commencing on November 6, 2020. As of March 31, 2021 and December 31, 2020, the TruPet PPP Loan outstanding was $0.4 million. On May 7, 2020, Halo, Purely for Pets, Inc., a wholly owned subsidiary of Better Choice Company Inc., was granted a loan from Wells Fargo Bank, N.A. in the aggregate amount of $0.4 million, pursuant to the PPP (the “Halo PPP Loan”). The loan matures on May 3, 2022 and bears interest at a rate of 1.00% per annum, with interest and principal payable monthly, commencing on November 1, 2020. As of March 31, 2021 and December 31, 2020, the Halo PPP Loan outstanding was $0.4 million. Under the terms of the PPP, certain amounts of the loans may be forgiven if they are used for qualifying expenses as described in the CARES Act. The Company has used all of the proceeds from the TruPet PPP Loan and the Halo PPP Loan for qualifying expenses and during April 2021, the Company applied for forgiveness for both of these loans. The Company recorded interest expense related to its outstanding indebtedness of $0.8 million and $2.3 million for the three months ended March 31, 2021 and March 31, 2020, respectively. Fair Value The fair value of the November 2019, Senior Seller Notes and Junior Seller Notes, ABG Notes and June 2020 Notes were approximately $2.6 million, $9.5 million, $4.7 million, $0.6 million and $1.3 million, respectively, as of March 31, 2021. Fair value was determined by applying the income approach using a discounted cash flow model which primarily uses unobservable inputs (Level 3). The carrying amounts of the Company's PPP loans approximate fair value due to the short term nature. The carrying amount for the Company’s term loan and line of credit approximate fair value as the instruments have variable interest rates that approximate market rates. |
Commitments and contingencies
Commitments and contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingenciesThe Company had no material purchase obligations as of March 31, 2021 or December 31, 2020. The Company may be involved in legal proceedings, claims, and regulatory, tax, or government inquiries and investigations that arise in the ordinary course of business resulting in loss contingencies. We accrue for loss contingencies when losses become probable and are reasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability. Legal costs such as outside counsel fees and expenses are charged to expense in the period incurred and are recorded in general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss. We do not accrue for contingent losses that are considered to be reasonably possible, but not probable; however, we disclose the range of such reasonably possible losses. Loss contingencies considered remote are generally not disclosed. Litigation is subject to numerous uncertainties and the outcome of individual claims and contingencies is not predictable. It is possible that some legal matters for which reserves have or have not been established could result in an unfavorable outcome for the Company and any such unfavorable outcome could be of a material nature or have a material adverse effect on the Company's consolidated financial condition, results of operations and cash flows. Management is not aware of any claims or lawsuits that may have a material adverse effect on the consolidated financial position or results of operations of the Company. |
Convertible preferred stock
Convertible preferred stock | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Convertible preferred stock | Convertible preferred stock During October, 2020, the Company consummated an insider-led equity financing, including the transactions contemplated by a securities purchase agreement (the “Securities Purchase Agreement”) between the Company and certain accredited and sophisticated investors (the “Purchasers”) and an exchange agreement (the “Series E Exchange Agreement”) between the Company and Cavalry Fund LP ("Cavalry"), the holder of all of the Company’s previously outstanding Series E preferred stock. Pursuant to the Securities Purchase Agreement, the Company, in a private placement (the “Series F Private Placement”), issued and sold units (the “Series F Units”) to the Purchasers for a purchase price of $1,000 per Unit. Each Unit consists of: (i) one share of the Company’s Series F convertible preferred stock, par value $0.001 per share (the “Series F Preferred Stock”), which is convertible into shares of the Company’s common stock, par value $0.001 per share, at a value per share of common stock of $0.50; and (ii) a warrant to purchase for a six year period such number of shares of common stock (the “Series F Warrant Shares”) into which such share of Series F Preferred Stock is convertible at an exercise price per Warrant Share of $0.75. Pursuant to the Series F Private Placement, the Company raised approximately $18.2 million in gross cash proceeds, approximately $6.5 million of which was invested by certain officers, directors, employees and associated related parties thereto of the Company. The Series F Shares were recorded at fair value on the date of issuance on an as converted basis. Concurrently with the execution of the Securities Purchase Agreement, the Company and the Purchasers entered into a registration rights agreement, (as amended by a certain first amendment dated October 29,2020, the "Registration Rights Agreement"), pursuant to which the Company filed a registration statement which was declared effective by the SEC on February 16, 2021 to register the Warrant Shares and the shares of common stock issuable upon conversion of the Series F Preferred Stock. In connection with the consummation of the Series F Private Placement, on October 1, 2020, the Company filed with the Secretary of State of Delaware a Certificate of Designations which authorizes a total of 30,000 shares of Series F Preferred Stock and sets forth the designations, preferences, and rights of the Company's Series F Preferred Stock. On October 1, 2020, the Company issued 14,264 Series F Units in conjunction with money received for the Series F Private Placement. In addition, pursuant to the Series E Exchange Agreement, on October 1, 2020, the Company issued 3,500 Series F Units to Cavalry in exchange for all of its outstanding Series E Preferred Stock. The exchange of Series E Preferred Shares resulted in a $5.4 million gain and was recorded to Accumulated deficit on the Company's Consolidated Balance Sheets. On October 12, 2020 and October 23, 2020, the Company issued 1,106 and 2,832 Series F Units, respectively, in conjunction with the Series F Private Placement. In addition, on October 23, 2020, the Company issued an additional 100 shares of Series F Preferred Stock in conjunction with a marketing agreement. The Company evaluated the conversion option within the Series F Preferred Stock on the dates of issuance to determine whether the conversion price was beneficial to the holders. The Company recorded a BCF related to the issuance of the Series F Preferred Stock. The BCF was recognized and measured by allocating a portion of the proceeds to the beneficial conversion feature, based on fair value and was recorded to Accumulated deficit on the Company's Consolidated Balance Sheets limited to the proceeds amount allocated to the instrument. The rights, preferences and privileges of Series F are as follows: Ranking Except to the extent the holders of the Series F Preferred Stock consent to the creation of a class of equity securities ranking senior to, or pari passu with, the Series F Preferred Stock, the Series F Preferred Stock shall rank senior to all shares of capital stock of the Company with respect to preferences as to dividends, distributions and payments upon liquidation, dissolution or winding up of the Company. Voting As to matters submitted to the holders of the Common Stock, each holder of the Series F Preferred Stock will be entitled to such number of votes equal to the number of shares of Common stock issuable upon conversion of such holder’s Series F Preferred Stock and shall vote, or provide consent, together with the Common Stock as if they were a single class. The holders of the Series F Preferred Stock shall vote as a separate class on matter affecting the terms of the Series F Preferred Stock, such as the authorization of a class of equity securities ranking senior to, or pari passu with, the Series F Preferred Stock. Dividends Holders of Series F Preferred Stock will not be entitled to receive dividends except to the extent that dividends are declared on the Series F Preferred Stock by the Company in its sole discretion or declared and made by the Company to holders of the Common Stock. In addition, if the Company grants, issues or sells any options, convertible securities or rights to purchase stock, warrants, securities or other property pro rata to all or substantially all of the record holders of any class of Common Stock (the “Purchase Rights”), then each holder of Series F Preferred Stock will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such holder could have acquired if such holder had held the number of shares of Common Stock acquirable upon complete conversion of all the Series F Preferred Stock (without taking into account any limitations or restrictions on the convertibility of the Series F Preferred Stock) held by such holder. Liquidation If the Company voluntarily or involuntarily liquidates, dissolves or winds up, the holders of Series F Preferred Stock shall be entitled to receive in cash out of the assets of the Company, whether from capital or from earnings available for distribution to its stockholders, before any amount shall be paid to the holders of any of shares of Common Stock or other capital stock of the Company ranking junior to the Series F Preferred Stock, an amount per share of Series F Preferred Stock equal to the sum of $1,000 (subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, subdivisions or other similar events occurring after the initial issuance date with respect to the Series F Preferred Stock, the “Stated Value”)) plus any accrued and unpaid dividends and late charges (such sum, the “Conversion Amount”). The rights of holders of Series F Preferred Stock to receive their liquidation preference also will be subject to the proportionate rights of capital stock, if any, ranking senior to or in parity with the Series F Preferred Stock as to liquidation. Optional Conversion Subject to certain beneficial ownership limitations contained in the Certificate of Designations, holders of the Series F Preferred Stock shall be entitled to convert each share of outstanding Series F Preferred Stock held by such holder into such number of validly issued, fully paid and non-assessable shares of Common Stock equal to the Conversion Amount of such share of Series F Preferred Stock divided by $0.50 (subject to adjustment, the “Conversion Price”). Automatic Conversion Each share of Series F Preferred Stock not previously converted into shares of Common Stock shall automatically, without any further action by the holders of such Series F Preferred Stock, be converted into such number of fully paid and non-assessable shares of Common Stock determined by dividing the Stated Value of such share of Series F Preferred Stock by the then applicable Conversion Price upon the closing of a firm commitment underwritten public offering of shares of Common Stock which results in the Common Stock being traded on any of The New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market or any successor market thereto. Any such conversion shall be subject to the beneficial ownership limitations set forth in the Certificate of Designations. Anti-dilution Holders of the Series F Preferred Stock are entitled to a “full rachet” anti-dilution adjustment to the Conversion Price in the event the Company issues, sells or grants any shares of Common Stock (or securities convertible, exercisable or exchangeable for Common Stock) for no consideration or for consideration or purchase price per share (or, in the case of securities convertible, exercisable or exchangeable for Common Stock, with a conversion, exercise or exchange price) less than the Conversion Price then in effect. On January 22, 2021, the Company consummated a private placement of common stock units (the “January 2021 Private Placement”) in which the Company raised approximately $4.1 million, including an investment by certain officers, directors, employees and associated related parties thereto of approximately $1.6 million. Each common stock unit was sold at a per unit price of $1.25 and consisted of (i) one share of the Company’s common stock, par value $0.001 per share; and (ii) a warrant to purchase one share of common stock. The proceeds were used to pay expenses related to the offering and for general corporate purposes. In connection with the January 2021 Private Placement, we entered into a registration rights agreement (the “January 2021 Registration Rights Agreement”) pursuant to which the Company filed a registration statement that was declared effective by the SEC on February 16, 2021 to register the shares of common stock issued, and issuable upon the exercise of the warrants issued, in the January 2021 Private Placement. The Company has reserved common stock for future issuance as follows: March 31, 2021 December 31, 2020 Conversion of Series F Preferred Stock 34,611,100 43,507,130 Exercise of options to purchase common stock 13,150,872 7,815,442 Exercise of warrants to purchase common stock 60,874,177 59,501,978 Conversion of Notes payable 7,718,488 7,530,232 Total 116,354,637 118,354,782 |
Stockholders' deficit
Stockholders' deficit | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' deficit | Convertible preferred stock During October, 2020, the Company consummated an insider-led equity financing, including the transactions contemplated by a securities purchase agreement (the “Securities Purchase Agreement”) between the Company and certain accredited and sophisticated investors (the “Purchasers”) and an exchange agreement (the “Series E Exchange Agreement”) between the Company and Cavalry Fund LP ("Cavalry"), the holder of all of the Company’s previously outstanding Series E preferred stock. Pursuant to the Securities Purchase Agreement, the Company, in a private placement (the “Series F Private Placement”), issued and sold units (the “Series F Units”) to the Purchasers for a purchase price of $1,000 per Unit. Each Unit consists of: (i) one share of the Company’s Series F convertible preferred stock, par value $0.001 per share (the “Series F Preferred Stock”), which is convertible into shares of the Company’s common stock, par value $0.001 per share, at a value per share of common stock of $0.50; and (ii) a warrant to purchase for a six year period such number of shares of common stock (the “Series F Warrant Shares”) into which such share of Series F Preferred Stock is convertible at an exercise price per Warrant Share of $0.75. Pursuant to the Series F Private Placement, the Company raised approximately $18.2 million in gross cash proceeds, approximately $6.5 million of which was invested by certain officers, directors, employees and associated related parties thereto of the Company. The Series F Shares were recorded at fair value on the date of issuance on an as converted basis. Concurrently with the execution of the Securities Purchase Agreement, the Company and the Purchasers entered into a registration rights agreement, (as amended by a certain first amendment dated October 29,2020, the "Registration Rights Agreement"), pursuant to which the Company filed a registration statement which was declared effective by the SEC on February 16, 2021 to register the Warrant Shares and the shares of common stock issuable upon conversion of the Series F Preferred Stock. In connection with the consummation of the Series F Private Placement, on October 1, 2020, the Company filed with the Secretary of State of Delaware a Certificate of Designations which authorizes a total of 30,000 shares of Series F Preferred Stock and sets forth the designations, preferences, and rights of the Company's Series F Preferred Stock. On October 1, 2020, the Company issued 14,264 Series F Units in conjunction with money received for the Series F Private Placement. In addition, pursuant to the Series E Exchange Agreement, on October 1, 2020, the Company issued 3,500 Series F Units to Cavalry in exchange for all of its outstanding Series E Preferred Stock. The exchange of Series E Preferred Shares resulted in a $5.4 million gain and was recorded to Accumulated deficit on the Company's Consolidated Balance Sheets. On October 12, 2020 and October 23, 2020, the Company issued 1,106 and 2,832 Series F Units, respectively, in conjunction with the Series F Private Placement. In addition, on October 23, 2020, the Company issued an additional 100 shares of Series F Preferred Stock in conjunction with a marketing agreement. The Company evaluated the conversion option within the Series F Preferred Stock on the dates of issuance to determine whether the conversion price was beneficial to the holders. The Company recorded a BCF related to the issuance of the Series F Preferred Stock. The BCF was recognized and measured by allocating a portion of the proceeds to the beneficial conversion feature, based on fair value and was recorded to Accumulated deficit on the Company's Consolidated Balance Sheets limited to the proceeds amount allocated to the instrument. The rights, preferences and privileges of Series F are as follows: Ranking Except to the extent the holders of the Series F Preferred Stock consent to the creation of a class of equity securities ranking senior to, or pari passu with, the Series F Preferred Stock, the Series F Preferred Stock shall rank senior to all shares of capital stock of the Company with respect to preferences as to dividends, distributions and payments upon liquidation, dissolution or winding up of the Company. Voting As to matters submitted to the holders of the Common Stock, each holder of the Series F Preferred Stock will be entitled to such number of votes equal to the number of shares of Common stock issuable upon conversion of such holder’s Series F Preferred Stock and shall vote, or provide consent, together with the Common Stock as if they were a single class. The holders of the Series F Preferred Stock shall vote as a separate class on matter affecting the terms of the Series F Preferred Stock, such as the authorization of a class of equity securities ranking senior to, or pari passu with, the Series F Preferred Stock. Dividends Holders of Series F Preferred Stock will not be entitled to receive dividends except to the extent that dividends are declared on the Series F Preferred Stock by the Company in its sole discretion or declared and made by the Company to holders of the Common Stock. In addition, if the Company grants, issues or sells any options, convertible securities or rights to purchase stock, warrants, securities or other property pro rata to all or substantially all of the record holders of any class of Common Stock (the “Purchase Rights”), then each holder of Series F Preferred Stock will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such holder could have acquired if such holder had held the number of shares of Common Stock acquirable upon complete conversion of all the Series F Preferred Stock (without taking into account any limitations or restrictions on the convertibility of the Series F Preferred Stock) held by such holder. Liquidation If the Company voluntarily or involuntarily liquidates, dissolves or winds up, the holders of Series F Preferred Stock shall be entitled to receive in cash out of the assets of the Company, whether from capital or from earnings available for distribution to its stockholders, before any amount shall be paid to the holders of any of shares of Common Stock or other capital stock of the Company ranking junior to the Series F Preferred Stock, an amount per share of Series F Preferred Stock equal to the sum of $1,000 (subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, subdivisions or other similar events occurring after the initial issuance date with respect to the Series F Preferred Stock, the “Stated Value”)) plus any accrued and unpaid dividends and late charges (such sum, the “Conversion Amount”). The rights of holders of Series F Preferred Stock to receive their liquidation preference also will be subject to the proportionate rights of capital stock, if any, ranking senior to or in parity with the Series F Preferred Stock as to liquidation. Optional Conversion Subject to certain beneficial ownership limitations contained in the Certificate of Designations, holders of the Series F Preferred Stock shall be entitled to convert each share of outstanding Series F Preferred Stock held by such holder into such number of validly issued, fully paid and non-assessable shares of Common Stock equal to the Conversion Amount of such share of Series F Preferred Stock divided by $0.50 (subject to adjustment, the “Conversion Price”). Automatic Conversion Each share of Series F Preferred Stock not previously converted into shares of Common Stock shall automatically, without any further action by the holders of such Series F Preferred Stock, be converted into such number of fully paid and non-assessable shares of Common Stock determined by dividing the Stated Value of such share of Series F Preferred Stock by the then applicable Conversion Price upon the closing of a firm commitment underwritten public offering of shares of Common Stock which results in the Common Stock being traded on any of The New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market or any successor market thereto. Any such conversion shall be subject to the beneficial ownership limitations set forth in the Certificate of Designations. Anti-dilution Holders of the Series F Preferred Stock are entitled to a “full rachet” anti-dilution adjustment to the Conversion Price in the event the Company issues, sells or grants any shares of Common Stock (or securities convertible, exercisable or exchangeable for Common Stock) for no consideration or for consideration or purchase price per share (or, in the case of securities convertible, exercisable or exchangeable for Common Stock, with a conversion, exercise or exchange price) less than the Conversion Price then in effect. On January 22, 2021, the Company consummated a private placement of common stock units (the “January 2021 Private Placement”) in which the Company raised approximately $4.1 million, including an investment by certain officers, directors, employees and associated related parties thereto of approximately $1.6 million. Each common stock unit was sold at a per unit price of $1.25 and consisted of (i) one share of the Company’s common stock, par value $0.001 per share; and (ii) a warrant to purchase one share of common stock. The proceeds were used to pay expenses related to the offering and for general corporate purposes. In connection with the January 2021 Private Placement, we entered into a registration rights agreement (the “January 2021 Registration Rights Agreement”) pursuant to which the Company filed a registration statement that was declared effective by the SEC on February 16, 2021 to register the shares of common stock issued, and issuable upon the exercise of the warrants issued, in the January 2021 Private Placement. The Company has reserved common stock for future issuance as follows: March 31, 2021 December 31, 2020 Conversion of Series F Preferred Stock 34,611,100 43,507,130 Exercise of options to purchase common stock 13,150,872 7,815,442 Exercise of warrants to purchase common stock 60,874,177 59,501,978 Conversion of Notes payable 7,718,488 7,530,232 Total 116,354,637 118,354,782 |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Warrants | Warrants The following summarizes the Company's outstanding warrants to purchase shares of the Company's common stock as of and for the periods ending March 31, 2021 and December 31, 2020: Warrants Exercise Price Warrants outstanding as of December 31, 2019 16,981,854 $ 3.23 Issued 49,928,469 $ 0.77 Exercised (1,937,690) $ 0.58 Terminated/Expired (5,470,655) $ 3.07 Warrants outstanding as of December 31, 2020 59,501,978 $ 1.22 Issued 3,288,400 $ 1.45 Exercised (1,839,275) $ 0.76 Terminated/Expired (76,926) $ 0.65 Warrants outstanding as of March 31, 2021 60,874,177 $ 1.18 The intrinsic value of outstanding warrants was $31.3 million and $23.8 million as of March 31, 2021 and December 31, 2020, respectively. The following discussion provides details on the various types of outstanding warrants and the related relevant disclosures around each type. Warrant Derivative Liability During May 2019, the Company acquired 712,823 warrants with a weighted average exercise price of $3.90 (the "May Acquisitions Warrants"). These warrants included an option to settle in cash in the event of a change of control of the Company and a reset feature if the Company issues shares of common stock with a strike price below the exercise price of the warrants, which required the Company to record the warrants as a derivative liability. The Company calculates the fair value of the derivative liability through a Monte Carlo Model that values the warrants based upon a probability weighted discounted cash flow model. During January 2020, the Company issued shares below the exercise price of the May Acquisitions Warrants. As such, the Company issued an additional 1,003,232 warrants on March 17, 2020 to certain of its warrant holders at an exercise price of $1.62 and modified the exercise price of the existing May Acquisitions Warrants to $1.62. During June 2020, the Company issued common stock equivalents below the exercise price of the warrants issued on March 17, 2020. As such, the Company issued an additional 1,990,624 warrants to certain of its warrant holders at an exercise price of $0.75 and modified the exercise price of the existing warrants to $0.75. During September 2020, the Company amended all of these warrants to eliminate certain anti-dilution rights, fix the number of shares of common stock purchasable under each warrant, and set the exercise price thereof at $0.65 per share. As such, the Company issued an additional 570,258 warrants to certain of its warrant holders at an exercise price of $0.65. During the fourth quarter of 2020, holders exercised a total 1,687,690 warrants for which the Company issued shares of common stock. During December 2020, 2,512,321 of these warrants expired and an immaterial amount remained outstanding as of December 31, 2020, all of which expired during January 2021. The following schedule shows the fair value of the warrant derivative liability as of March 31, 2021 and December 31, 2020, and the change in fair value during the periods ended March 31, 2021 and year ended December 31, 2020 (in thousands): Warrant Derivative Liability Balance as of December 31, 2019 $ 2,220 Change in fair value of warrant derivative liability (2,220) Balance as of December 31, 2020 $ — Change in fair value of warrant derivative liability (1) — Balance as of March 31, 2021 $ — (1) All of the May Acquisition Warrants expired during January 2021. Series F Warrant Liability During October 2020, the Company issued 43,403,130 warrants to purchase common stock in connection with the Series F Private Placement (defined below) with an exercise price of $0.75. The warrants are exercisable commencing on the date of issuance and expire 72 months after the date of issuance. These warrants include a reset feature if the Company issues common stock, options, or convertible securities with a strike price below the exercise price of the warrants. These warrants did not meet the definition of a derivative or the requirements to be considered equity; as such, the Company recorded these as a liability. See "Note 9 - Convertible preferred stock" for more information on Series F. The warrant liability is remeasured at fair value each reporting period and represents a Level 3 financial instrument. The Company calculates the fair value of the warrant liability through a Monte Carlo Model and a Black Scholes Option Model. The total value of the consideration received in connection with the Series F Private Placement was first allocated to the warrant liability at fair value, with the remainder allocated to the preferred stock, which led to a discount ascribed to the Series F Preferred Stock. Accordingly, the Company recorded a discount of $14.6 million on the Series F Preferred Stock by adjusting Series F Additional Paid-in Capital. The following schedule shows the fair value of the warrant liability upon issuance, and the change in fair value during the periods ended March 31, 2021 and December 31, 2020 (in thousands): Warrant liability Issuance of Series F warrants $ 14,952 Change in fair value of warrant liability 24,898 Balance as of December 31, 2020 $ 39,850 Change in fair value of warrant liability 6,483 Balance as of March 31, 2021 $ 46,333 The following schedule shows the inputs used to measure the fair value of the warrant liability: Warrant Liability March 31, 2021 December 31, 2020 Stock Price $1.44 $1.27 Exercise Price $0.75 $0.75 Expected remaining term (in years) 5.50 - 5.56 5.75 - 5.81 Volatility 67.5% 67.5% Risk-free interest rate 1.1% 0.5% The valuation of the warrants is subject to uncertainty as a result of the unobservable inputs. If the volatility rate or risk-free interest rate were to change, the value of the warrants would be impacted. Equity-Classified Warrants On May 6, 2019, the Company issued 5,744,991 warrants to purchase common stock with an exercise price of $4.25 (the "May 2019 PIPE Warrants"). Additionally, in connection with the May 2019 PIPE transaction, the Company issued 220,539 warrants to brokers with an exercise price of $3.00. The warrants were exercisable commencing on the issuance date and expire 24 months after the date of issuance. In March 2021, the Company offered to a limited number of holders the opportunity to exercise, in full or in part, these warrants to purchase shares of Common Stock at a reduced exercise price of $1.25 per share. The Company received exercise notices for a total of 1,047,609 warrants, resulting in the Company’s receipt of approximately $1.3 million. The Company recognized the increase in the fair value of the modified warrants on the date of exercise of $0.2 million as a deemed dividend through accumulated deficit with a corresponding increase in additional paid-in capital. The remainder of the outstanding and unexercised May 2019 PIPE Warrants expired during May 2021. On November 4, 2019, the Company issued 11,000 warrants in connection with the November 2019 Notes. The warrants are exercisable commencing on the date of issuance and expire 24 months from the date of the consummation of a future IPO. The warrants carried an initial exercise price equal to the greater of (i) $5.00 per share or (ii) the price at which the common stock of the Company was sold in the IPO. On December 19, 2019 the Company issued 6,500,000 warrants with an exercise price of $1.82 in conjunction with the term loan (the "Guarantor Warrants"), which are exercisable commencing on the date of issuance and expire 24 months from the date of the consummation of a future IPO. The Guarantor Warrants had a fair value of $4.2 million on the date of issuance. On December 19, 2019, the Company issued 937,500 warrants in connection with the Seller Notes. The warrants are exercisable commencing on the date of issuance and expire 24 months from the date of the consummation of a future IPO. The warrants carried an initial exercise price equal to the greater of (i) $5.00 per share or (ii) the price at which the common stock of the Company was sold in the IPO. On January 13, 2020, the Company issued the ABG Warrants, which are exercisable commencing on the date of issuance and expire 24 months from the date of the consummation of an IPO (as defined in the ABG Warrants) and carried an initial exercise price equal to the greater of (i) $5.00 per share or (ii) the price at which the common stock was sold in the IPO. On June 24, 2020, the warrants related to the November 2019 Notes, the Seller Notes and the ABG Notes were amended in connection with the issuance of the June 2020 Notes to lower the maximum exercise price applicable to these warrants from $5.00 to $4.25 per share. The decrease in the exercise price resulted in an increase to the fair value of the warrants of $0.1 million which the Company recognized in general and administrative expense. On June 24, 2020, the Company issued 1,000,000 warrants to a member of the board of directors with an exercise price of $1.25 per share in connection with the June 2020 Notes (the “June 2020 Warrants”), which are exercisable commencing on the date of issuance and expire on the earlier of (i) 84 months from the date of the consummation of an underwritten public offering or other up-list transaction or (ii) June 30, 2030. On July 20, 2020, the Company issued 300,000 warrants to a member of the board of directors with an exercise price of $1.05 per share in consideration for a personal guarantee by a member of the Company's board of directors on the ABL Facility (the "July 2020 Guarantor Warrants"), which are exercisable commencing on the date of issuance and expire on the earlier of (i) 84 months from the date of the consummation of an underwritten public offering or other up-list transaction or (ii) June 30, 2030. On January 22, 2021, the Company issued 3,288,400 warrants in connection with the January 2021 PIPE transaction. The warrants are exercisable at an exercise price per share of $1.45 commencing on the date of issuance and expire after a six year period, subject to beneficial ownership limitations (the “January 2021 Warrants”). Due to the discounted warrant exercise associated with the May 2019 PIPE warrants as discussed above, the down round provision on the January 2021 Warrants was triggered such that these warrants could be exercised at a price of $1.25 per share. The Company recognized the increase in the fair value of the modified warrants of $0.2 million as a deemed dividend through accumulated deficit with a corresponding increase in additional paid-in capital. Warrants Issued as Compensation On September 17, 2019, a Company advisor was issued 2,500,000 warrants with an exercise price of $0.10 per share and 1,500,000 warrants with an exercise price of $10.00 per share; 1,250,000 of the $0.10 exercise price warrants (the "Tranche 1 Warrants") were exercisable on the earlier of twelve-months after issuance date or immediately prior to a change in control subject to the advisor’s continued service and 1,250,000 of the $0.10 exercise price warrants (the "Tranche 2 Warrants") and the 1,500,000 warrants with the $10.00 exercise price (the "Tranche 3 Warrants") were exercisable on the earlier of eighteen-months after issuance or immediately prior to a change in control subject to the advisor’s continued service. On June 1, 2020, the Company entered into a termination agreement (the “Termination Agreement”) with the advisor. Pursuant to the terms of the Termination Agreement, the Tranche 1 Warrants were amended to reduce the number of shares of common stock purchasable thereunder to 1,041,666 shares, and the Tranche 2 Warrants and Tranche 3 Warrants were cancelled. The Tranche 1 Warrants (as amended pursuant to the Termination Agreement) were fully vested as of the date of the termination of the agreement and will remain exercisable until September 17, 2029. Furthermore, if the Company engages in any restricted business line as defined in the Termination Agreement, the Company will issue to the former advisor additional shares of common stock based on formulas intended to compensate the former advisor for the warrants that were reduced or terminated. In connection with the Termination Agreement, the Company recorded expense of $5.7 million during the year ended December 31, 2020 in general and administrative expense. During the first quarter of 2021, the former advisor exercised 791,666 of his remaining warrants outstanding in a cashless exercise resulting in 736,689 shares of common stock issued. On June 24, 2020, the Company issued 1,000,000 warrants with an exercise price of $1.25 per share to two non-employee directors, which are exercisable commencing on the date of issuance and expire on the earlier of (i) 84 months from the date of the consummation of an underwritten public offering or other up-list transaction or (ii) June 30, 2030. On July 20, 2020, the Company issued 200,000 warrants two non-employee directors at a price of $1.05 per share (the "July 2020 Director Warrants"), which are exercisable commencing on the date of issuance and expire on the earlier of (i) 84 months from the date of the consummation of an underwritten public offering or other up-list transaction or (ii) June 30, 2030. The warrants issued to non-employee directors were immediately vested and as such, the Company recorded $1.0 million of share-based compensation expense upon issuance. |
Share-based compensation
Share-based compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based compensation | Share-based compensation During the three months ended March 31, 2021 and March 31, 2020, the Company recognized $2.5 million and $2.5 million, respectively, of share-based compensation expense. On November 11, 2019, the Company received shareholder approval for the Amended and Restated 2019 Incentive Award Plan (the “Amended 2019 Plan”). The Amended 2019 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, other stock or cash-based awards or a dividend equivalent award. The Amended 2019 Plan authorized the issuance 6,500,000 shares of common stock which was increased to 9,000,000 after the Halo acquisition; the Amended 2019 Plan also provides for an annual increase on the first day of each calendar year beginning on January 1, 2021 and ending on and including January 1, 2029, equal to the lesser of (A) 10% of the shares of common stock outstanding (on an as-converted basis) on the last day of the immediately preceding fiscal year and (B) such smaller number of shares of common stock as determined by the Board. On January 1, 2021, the number of shares authorized for issuance increased to 13,500,000, as approved by the Board. Stock Options During the three months ended March 31, 2021 and March 31, 2020, the Company granted 5,579,000 and 100,000 stock options, respectively. Restricted Stock |
Income taxes
Income taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxesFor the three months ended March 31, 2021, and March 31, 2020, the Company recorded no income tax expense. For the three months ended March 31, 2021 and March 31, 2020, the Company’s effective tax rate was 0%. The Company’s effective tax rate of 0% differs from the United States federal statutory rate of 21% primarily because the Company’s losses have been fully offset by a valuation allowance due to uncertainty of realizing the tax benefit of net operating losses ("NOLs”) for the three months ended March 31, 2021, and year ended December 31, 2020. The Company’s deferred tax assets attributed to net operating loss carryforwards begin to expire in 2027. The ultimate realization of deferred taxes is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. On the basis of management’s assessment, a valuation allowance equal to the net deferred tax assets was recorded since it is more likely than not that the deferred tax assets will not be realized. The Company has no accrued interest and penalties related to uncertain income tax positions. We do not anticipate that the amount of unrecognized tax benefits will significantly increase or decrease within the next twelve months. As of March 31, 2021 and December 31, 2020, the Company did not have any significant uncertain tax positions. The Company’s income tax returns generally remain open for examination for three years from the date filed with each taxing jurisdiction. |
Concentrations
Concentrations | 3 Months Ended |
Mar. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Concentrations Major Suppliers The Company sourced approximately 71% of its inventory purchases from three vendors for the three months ended March 31, 2021. The Company sourced approximately 48% of its inventory purchases from two vendors for the three months ended March 31, 2020. Major Customers Accounts receivable from two customers represented 63% of accounts receivable as of March 31, 2021. Accounts receivable from two customers represented 72% of accounts receivable as of December 31, 2020. Two customers represented 42% of gross sales for the three months ended March 31, 2021. Four customers represented 70% of gross sales for the three months ended March 31, 2020. Credit Risk At March 31, 2021 and December 31, 2020, the Company’s cash and cash equivalents were deposited in accounts at several financial institutions and may maintain some balances in excess of federally insured limits. The Company maintains its cash and cash equivalents with high-quality, accredited financial institutions and, accordingly, such funds are subject to minimal credit risk. The Company has not experienced any losses historically in these accounts and believes it is not exposed to significant credit risk in its cash and cash equivalents. |
Net loss per share
Net loss per share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net loss per share | Net loss per share Basic and diluted net loss per share attributable to common stockholders is presented using the treasury stock method. Under the treasury stock method, the amount the employee must pay for exercising stock options and the amount of compensation cost for future service that has not yet been recognized are collectively assumed to be used to repurchase shares. Basic and diluted net loss per share is calculated by dividing net and comprehensive loss attributable to common stockholders by the weighted-average shares outstanding during the period. For the three months ended March 31, 2021 and 2020, the Company’s basic and diluted net and comprehensive loss per share attributable to common stockholders are the same because the Company has generated a net loss to common stockholders and common stock equivalents are excluded from diluted net loss per share as they have an antidilutive impact. The following table sets forth basic and diluted net loss per share attributable to common stockholders for the three months ended March 31, 2021 and 2020 (in thousands, except share and per share amounts): Three Months Ended March 31, Common stockholders 2021 2020 Numerator: Net and comprehensive loss $ (12,850) $ (9,454) Less: Preferred stock dividends — 34 Less: Adjustment due to warrant modifications 402 — Adjusted Net and comprehensive loss available to common stockholders $ (13,252) $ (9,488) Denominator: Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted 57,525,054 48,526,396 Net loss per share attributable to common stockholders, basic and diluted $ (0.23) $ (0.20) |
Nature of business and summar_2
Nature of business and summary of significant accounting policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s condensed consolidated financial statements are prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reports and accounting principles generally accepted in the United States ("GAAP"). Results of operations for interim periods may not be representative of results to be expected for the full year. Certain reclassifications have been made to conform the prior period data to the current presentation. These reclassifications had no material effect on the reported results. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes in the Company’s Annual Report for the year ended December 31, 2020, filed with the SEC. |
Consolidation | Consolidation The financial statements are presented on a consolidated basis subsequent to acquisitions and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. On an ongoing basis, the Company evaluates these assumptions, judgments and estimates. Actual results may differ from these estimates. In the opinion of management, the condensed consolidated financial statements contain all adjustments necessary for a fair statement of the results of operations and comprehensive loss for the periods ended March 31, 2021 and 2020, the financial position as of March 31, 2021 and December 31, 2020 and the cash flows for the periods ended March 31, 2021 and 2020. |
Going Concern Considerations | Going Concern Considerations The Company is subject to risks common in the pet wellness consumer market including, but not limited to, dependence on key personnel, competitive forces, successful marketing and sale of its products, the successful protection of its proprietary technologies, ability to grow into new markets, and compliance with government regulations. As of March 31, 2021, the Company has not experienced a significant adverse impact to its business, financial condition or cash flows resulting from the COVID-19 pandemic. However, uncertainties regarding the continued economic impact of COVID-19 are likely to result in sustained market turmoil which could also negatively impact the Company's business, financial condition, and cash flows in the future. The Company has continually incurred losses and has an accumulated deficit. The Company continues to rely on current investors and the public markets to finance these losses through debt and/or equity issuances. These operating losses, working capital deficit and the outstanding debt create substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date these condensed consolidated financial statements are issued. |
New Accounting Standards | New Accounting Standards Recently adopted ASU 2020-03 “Codification Improvements to Financial Instruments” In March 2020, FASB issued Accounting Standards Update ("ASU") 2020-03, Codification Improvement to Financial Instruments. This ASU improves and clarifies various financial instruments topics, including the current expected credit losses standard issued in 2016. The ASU includes seven different issues that describe the areas of improvement and the related amendments to GAAP, intended to make the standards easier to understand and apply by eliminating inconsistencies and providing clarifications. The amendments have different effective dates, some of which were effective for the Company beginning on January 1, 2021. The amendments adopted did not have a material impact on the Company’s condensed consolidated financial statements. ASU 2019-12 “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This new guidance was effective for the Company beginning on January 1, 2021 and did not have an impact on the Company’s condensed consolidated financial statements. Issued but not yet adopted ASU 2016-13 “Financial Instruments – Credit Losses (Topic 326)” In June 2016, the FASB issued ASU 2016-13 “Financial Instruments - Credit Losses (Topic 326),” a new standard to replace the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The standard is effective for the Company on January 1, 2023, and early adoption is permitted. The Company is currently evaluating the impact the new standard will have on its consolidated financial statements. ASU 2020-04 “Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting” In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides optional expedient and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. In response to the concerns about structural risks of interbank offered rates (IBORs) and, particularly, the risk of cessation of the London Interbank Offered Rate (LIBOR), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. The ASU provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. The ASU can be adopted no later than December 1, 2022 with early adoption permitted. The Company is currently evaluating the impact the standard will have on its consolidated financial statements and related disclosures. ASU 2020-06 "Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In August 2020, FASB issued ASU 2020-06, Debt - Debt with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging - Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. This ASU reduces the number of accounting models for convertible instruments, amends diluted EPS calculations for convertible instruments, and amends the requirements for a contract (or embedded derivative) that is potentially settled in an entity’s own shares to be classified in equity. This standard is effective for the Company beginning on January 1, 2024 with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Information about Revenue Channels | Information about the Company’s net sales by revenue channel is as follows (in thousands): Three Months Ended March 31, 2021 2020 E-commerce $ 4,010 37 % $ 4,481 37 % Brick & Mortar 1,894 18 % 2,897 23 % DTC 2,436 22 % 2,804 23 % International 2,490 23 % 2,044 17 % Net Sales $ 10,830 100 % $ 12,226 100 % |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories are summarized as follows (in thousands): March 31, 2021 December 31, 2020 Food, treats and supplements $ 4,439 $ 4,987 Inventory packaging and supplies 503 596 Total Inventories 4,942 5,583 Inventory reserve (360) (714) Inventories, net $ 4,582 $ 4,869 |
Prepaid expenses and other cu_2
Prepaid expenses and other current assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid expenses and other current assets | March 31, 2021 December 31, 2020 Prepaid advertising contract with iHeart (1) $ 2,500 $ 1,788 Other prepaid expenses and other current assets (2) 1,758 2,286 Total Prepaid expenses and other current assets $ 4,258 $ 4,074 (1) On August 28, 2019, the Company entered into a radio advertising agreement with iHeart Media + Entertainment, Inc. and issued 1,000,000 shares of common stock valued at $3.4 million for future advertising services. The Company issued an additional 125,000 shares valued at $0.1 million on March 5, 2020 pursuant to the agreement. The current portion of the remaining value, reflected above, is the remaining value of services that are required to be utilized within the next twelve months, unless the term is extended. The long-term portion of the remaining value of $0.5 million and $1.2 million was recorded in other non-current assets as of March 31, 2021 and December 31, 2020, respectively. (2) As of March 31, 2021, this amount includes various other prepaid contracts. During the fourth quarter of 2020, the Company entered into an agreement for access to an investment platform in exchange for 500,000 shares of common stock valued at $0.5 million and also entered into an agreement for marketing services in exchange for 500,000 shares of common stock valued at $0.5 million. |
Accrued liabilities (Tables)
Accrued liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | March 31, 2021 December 31, 2020 Accrued professional fees $ 225 $ 704 Accrued sales tax 412 1,009 Accrued payroll and benefits 1,147 913 Accrued trade promotions 112 106 Accrued interest 24 86 Other 170 185 Total accrued liabilities $ 2,090 $ 3,003 |
Intangible assets, royalties,_2
Intangible assets, royalties, and goodwill (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | The Company’s intangible assets (in thousands) and related useful lives (in years) are as follows: March 31, 2021 December 31, 2020 Estimated Useful Life Gross Accumulated Net Carrying Accumulated Net Carrying Customer relationships 7 $ 7,190 $ (1,317) $ 5,873 $ (1,059) $ 6,131 Trade name 15 7,500 (641) 6,859 (516) 6,984 Total intangible assets $ 14,690 $ (1,958) $ 12,732 $ (1,575) $ 13,115 |
Schedule of future amortization of intangible assets | The estimated future amortization of intangible assets over the remaining weighted average useful life of 10.0 years is as follows (in thousands): Remainder of 2021 $ 1,145 2022 1,527 2023 1,527 2024 1,527 2025 1,527 Thereafter 5,479 $ 12,732 There were no indicators or impairment of the intangible assets as of March 31, 2021. |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Components of debt | The components of the Company’s debt consist of the following (in thousands): Dollars in thousands March 31, 2021 December 31, 2020 Amount Rate Maturity Amount Rate Maturity Term loan, net $ 5,847 (1) 1/6/2024 $ 7,826 (2) 1/15/2021 Line of credit, net 4,781 (1) 1/6/2024 5,023 (3) 7/5/2022 November 2019 notes payable, net (November 2019 Notes) 2,927 10.00 % 6/30/2023 2,830 10.00 % 6/30/2023 December 2019 senior notes payable, net (Senior Seller Notes) 10,679 10.00 % 6/30/2023 10,332 10.00 % 6/30/2023 December 2019 junior notes payable, net (Junior Seller Notes) 5,153 10.00 % 6/30/2023 4,973 10.00 % 6/30/2023 ABG Notes 702 10.00 % 6/30/2023 687 10.00 % 6/30/2023 June 2020 notes payable, net (June 2020 Notes) 148 10.00 % 6/30/2023 88 10.00 % 6/30/2023 Halo PPP Loan 431 1.00 % 5/3/2022 431 1.00 % 5/3/2022 TruPet PPP Loan 421 0.98 % 4/6/2022 421 0.98 % 4/6/2022 Total debt 31,089 32,611 Less current portion 943 8,016 Total long term debt $ 30,146 $ 24,595 (1) Interest at a variable rate of LIBOR plus 250 basis points with an interest rate floor of 2.50% per annum (2) Interest at Bank of Montreal Prime plus 8.05% (3) Interest at a variable rate of LIBOR plus 250 basis points with an interest rate floor of 3.25% per annum |
Stockholders' deficit (Tables)
Stockholders' deficit (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Common Stock Reserved for Future Issuance | The Company has reserved common stock for future issuance as follows: March 31, 2021 December 31, 2020 Conversion of Series F Preferred Stock 34,611,100 43,507,130 Exercise of options to purchase common stock 13,150,872 7,815,442 Exercise of warrants to purchase common stock 60,874,177 59,501,978 Conversion of Notes payable 7,718,488 7,530,232 Total 116,354,637 118,354,782 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Activity of Warrants | The following summarizes the Company's outstanding warrants to purchase shares of the Company's common stock as of and for the periods ending March 31, 2021 and December 31, 2020: Warrants Exercise Price Warrants outstanding as of December 31, 2019 16,981,854 $ 3.23 Issued 49,928,469 $ 0.77 Exercised (1,937,690) $ 0.58 Terminated/Expired (5,470,655) $ 3.07 Warrants outstanding as of December 31, 2020 59,501,978 $ 1.22 Issued 3,288,400 $ 1.45 Exercised (1,839,275) $ 0.76 Terminated/Expired (76,926) $ 0.65 Warrants outstanding as of March 31, 2021 60,874,177 $ 1.18 The following schedule shows the fair value of the warrant derivative liability as of March 31, 2021 and December 31, 2020, and the change in fair value during the periods ended March 31, 2021 and year ended December 31, 2020 (in thousands): Warrant Derivative Liability Balance as of December 31, 2019 $ 2,220 Change in fair value of warrant derivative liability (2,220) Balance as of December 31, 2020 $ — Change in fair value of warrant derivative liability (1) — Balance as of March 31, 2021 $ — (1) All of the May Acquisition Warrants expired during January 2021. The following schedule shows the fair value of the warrant liability upon issuance, and the change in fair value during the periods ended March 31, 2021 and December 31, 2020 (in thousands): Warrant liability Issuance of Series F warrants $ 14,952 Change in fair value of warrant liability 24,898 Balance as of December 31, 2020 $ 39,850 Change in fair value of warrant liability 6,483 Balance as of March 31, 2021 $ 46,333 |
Schedule of fair value measurement inputs | The following schedule shows the inputs used to measure the fair value of the warrant liability: Warrant Liability March 31, 2021 December 31, 2020 Stock Price $1.44 $1.27 Exercise Price $0.75 $0.75 Expected remaining term (in years) 5.50 - 5.56 5.75 - 5.81 Volatility 67.5% 67.5% Risk-free interest rate 1.1% 0.5% |
Net loss per share (Tables)
Net loss per share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss per Share Attributable to Common Stockholders | The following table sets forth basic and diluted net loss per share attributable to common stockholders for the three months ended March 31, 2021 and 2020 (in thousands, except share and per share amounts): Three Months Ended March 31, Common stockholders 2021 2020 Numerator: Net and comprehensive loss $ (12,850) $ (9,454) Less: Preferred stock dividends — 34 Less: Adjustment due to warrant modifications 402 — Adjusted Net and comprehensive loss available to common stockholders $ (13,252) $ (9,488) Denominator: Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted 57,525,054 48,526,396 Net loss per share attributable to common stockholders, basic and diluted $ (0.23) $ (0.20) |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Revenue Concentration [Abstract] | |||
Unredeemed loyalty program rewards | $ 300 | $ 400 | |
Revenue | 10,830 | $ 12,226 | |
Shipping costs | |||
Revenue Concentration [Abstract] | |||
Revenue | $ 500 | $ 400 |
Revenue - Information about Rev
Revenue - Information about Revenue Channels (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 10,830 | $ 12,226 |
Percentage of net sales | 100.00% | 100.00% |
E-commerce | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 4,010 | $ 4,481 |
Percentage of net sales | 37.00% | 37.00% |
Brick & Mortar | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 1,894 | $ 2,897 |
Percentage of net sales | 18.00% | 23.00% |
DTC | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 2,436 | $ 2,804 |
Percentage of net sales | 22.00% | 23.00% |
International | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 2,490 | $ 2,044 |
Percentage of net sales | 23.00% | 17.00% |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Food, treats and supplements | $ 4,439 | $ 4,987 |
Inventory packaging and supplies | 503 | 596 |
Total Inventories | 4,942 | 5,583 |
Inventory reserve | (360) | (714) |
Inventories, net | $ 4,582 | $ 4,869 |
Prepaid expenses and other cu_3
Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | Mar. 05, 2020 | Aug. 28, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Prepaid Expenses and Other Current Assets [Line Items] | |||||
Prepaid advertising contract with iHeart | $ 2,500 | $ 1,788 | |||
Other prepaid expenses and other current assets | 1,758 | 2,286 | |||
Total Prepaid expenses and other current assets | 4,258 | 4,074 | |||
Shares issued to third parties for services | 46 | $ 125 | |||
Other Noncurrent Assets | IHeartMedia | |||||
Prepaid Expenses and Other Current Assets [Line Items] | |||||
Prepaid advertising contract with iHeart | $ 500 | $ 1,200 | |||
Common Stock | |||||
Prepaid Expenses and Other Current Assets [Line Items] | |||||
Stock issued to third parties for services (in shares) | 30,000 | 125,000 | |||
Common Stock | IHeartMedia | |||||
Prepaid Expenses and Other Current Assets [Line Items] | |||||
Stock issued to third parties for services (in shares) | 125,000 | 1,000,000 | |||
Shares issued to third parties for services | $ 100 | $ 3,400 | |||
Common Stock | Other Counterparty | Access to investment platform | |||||
Prepaid Expenses and Other Current Assets [Line Items] | |||||
Stock issued to third parties for services (in shares) | 500,000 | ||||
Shares issued to third parties for services | $ 500 | ||||
Common Stock | Other Counterparty | Marketing services | |||||
Prepaid Expenses and Other Current Assets [Line Items] | |||||
Stock issued to third parties for services (in shares) | 500,000 | ||||
Shares issued to third parties for services | $ 500 |
Accrued liabilities (Details)
Accrued liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities Current [Abstract] | ||
Accrued professional fees | $ 225 | $ 704 |
Accrued sales tax | 412 | 1,009 |
Accrued payroll and benefits | 1,147 | 913 |
Accrued trade promotions | 112 | 106 |
Accrued interest | 24 | 86 |
Other | 170 | 185 |
Total accrued liabilities | $ 2,090 | $ 3,003 |
Intangible assets, royalties,_3
Intangible assets, royalties, and goodwill - Additional information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 400,000 | $ 400,000 | |
Goodwill | 18,614,000 | $ 18,614,000 | |
Goodwill, accumulated impairment loss | 0 | $ 0 | |
Goodwill, impairment expense | $ 0 | $ 0 | |
Weighted Average | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful lives of intangible assets | 10 years |
Intangible assets, royalties,_4
Intangible assets, royalties, and goodwill - Intangible assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 14,690 | $ 14,690 |
Accumulated Amortization | (1,958) | (1,575) |
Net Carrying Amount | $ 12,732 | 13,115 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 7 years | |
Gross Carrying Amount | $ 7,190 | 7,190 |
Accumulated Amortization | (1,317) | (1,059) |
Net Carrying Amount | $ 5,873 | 6,131 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 15 years | |
Gross Carrying Amount | $ 7,500 | 7,500 |
Accumulated Amortization | (641) | (516) |
Net Carrying Amount | $ 6,859 | $ 6,984 |
Intangible assets, royalties,_5
Intangible assets, royalties, and goodwill - Estimated future amortization of amortizable intangible assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
Remainder of 2021 | $ 1,145 | |
2022 | 1,527 | |
2023 | 1,527 | |
2024 | 1,527 | |
2025 | 1,527 | |
Thereafter | 5,479 | |
Net Carrying Amount | $ 12,732 | $ 13,115 |
Debt - Components of debt (Deta
Debt - Components of debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Jun. 24, 2020 | Nov. 04, 2019 | |
Debt Instruments [Abstract] | ||||
Long term debt | $ 31,089 | $ 32,611 | ||
Less current portion | 943 | 8,016 | ||
Total long term debt | 30,146 | 24,595 | ||
Line of credit, net | ||||
Debt Instruments [Abstract] | ||||
Long term debt | $ 4,781 | $ 5,023 | ||
Basis spread on variable interest rate | 2.50% | |||
Floor interest rate | 2.50% | 3.25% | ||
Term loan, net | ||||
Debt Instruments [Abstract] | ||||
Long term debt | $ 5,847 | $ 7,826 | ||
Basis spread on variable interest rate | 2.50% | |||
Floor interest rate | 2.50% | |||
Bank of Montreal Prime | Term loan, net | ||||
Debt Instruments [Abstract] | ||||
Basis spread on variable interest rate | 8.05% | |||
LIBOR | Line of credit, net | ||||
Debt Instruments [Abstract] | ||||
Basis spread on variable interest rate | 2.50% | |||
November 2019 notes payable, net (November 2019 Notes) | ||||
Debt Instruments [Abstract] | ||||
Long term debt | $ 2,927 | $ 2,830 | ||
Rate | 10.00% | 10.00% | 10.00% | |
December 2019 notes payable, net (Senior Seller Notes) | ||||
Debt Instruments [Abstract] | ||||
Long term debt | $ 10,679 | $ 10,332 | ||
Rate | 10.00% | 10.00% | ||
December 2019 notes payable, net (Junior Seller Notes) | ||||
Debt Instruments [Abstract] | ||||
Long term debt | $ 5,153 | $ 4,973 | ||
Rate | 10.00% | 10.00% | ||
ABG notes payable, net (ABG Notes) | ||||
Debt Instruments [Abstract] | ||||
Long term debt | $ 702 | $ 687 | ||
Rate | 10.00% | 10.00% | ||
June 2020 notes payable, net (June 2020 Notes) | ||||
Debt Instruments [Abstract] | ||||
Long term debt | $ 148 | $ 88 | ||
Rate | 10.00% | 10.00% | 10.00% | |
Halo PPP Loan | ||||
Debt Instruments [Abstract] | ||||
Long term debt | $ 431 | $ 431 | ||
Rate | 1.00% | 1.00% | ||
TruPet PPP Loan | ||||
Debt Instruments [Abstract] | ||||
Long term debt | $ 421 | $ 421 | ||
Rate | 0.98% | 0.98% |
Debt - Term loan and line of cr
Debt - Term loan and line of credit (Details) | Jan. 06, 2021USD ($) | Oct. 29, 2020USD ($) | Oct. 05, 2020USD ($) | Jul. 16, 2020USD ($) | Mar. 31, 2021USD ($)$ / shares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 19, 2019USD ($) |
Debt Instruments [Abstract] | ||||||||
Loss on extinguishment of debt | $ 394,000 | $ 0 | ||||||
Debt issuance costs incurred | 116,000 | $ 0 | ||||||
Long term debt | 31,089,000 | $ 32,611,000 | ||||||
Short-term debt | ||||||||
Debt Instruments [Abstract] | ||||||||
Maximum borrowing capacity | $ 20,500,000 | |||||||
Repayments of debt | $ 1,000,000 | $ 11,000,000 | ||||||
Revolving Credit Agreement | ||||||||
Debt Instruments [Abstract] | ||||||||
Maximum borrowing capacity | $ 7,500,000 | |||||||
Line of credit, net | ||||||||
Debt Instruments [Abstract] | ||||||||
Loss on extinguishment of debt | (400,000) | |||||||
Line of credit, net | Old Plank Trail Community Bank, N.A. | ||||||||
Debt Instruments [Abstract] | ||||||||
Maximum borrowing capacity | $ 6,000,000 | |||||||
Debt issuance costs incurred | $ 100,000 | |||||||
Floor interest rate | 2.50% | |||||||
Fixed Charge Coverage Ratio | 1.25 | |||||||
Term Loan | Old Plank Trail Community Bank, N.A. | ||||||||
Debt Instruments [Abstract] | ||||||||
Maximum borrowing capacity | $ 6,000,000 | |||||||
Line of credit, net | ||||||||
Debt Instruments [Abstract] | ||||||||
Basis spread on variable interest rate | 2.50% | |||||||
Floor interest rate | 2.50% | 3.25% | ||||||
Long term debt | $ 4,781,000 | $ 5,023,000 | ||||||
Shareholder Guaranties | ||||||||
Debt Instruments [Abstract] | ||||||||
Guaranty obligations | $ 20,000,000 | |||||||
Warrants per share (in dollars per share) | $ / shares | $ 0.325 | |||||||
Facilities Agreement | ||||||||
Debt Instruments [Abstract] | ||||||||
Repayment of line of credit | $ 5,100,000 | |||||||
Facilities Agreement | Term loan, net | ||||||||
Debt Instruments [Abstract] | ||||||||
Long term debt | $ 5,800,000 | 7,800,000 | ||||||
Debt issuance costs and discounts | 100,000 | 200,000 | ||||||
Facilities Agreement | Line of credit, net | ||||||||
Debt Instruments [Abstract] | ||||||||
Loss on extinguishment of debt | 100,000 | |||||||
Long term debt | $ 4,800,000 | 5,000,000 | ||||||
Debt issuance costs and discounts | $ 200,000 | |||||||
ABL Facility | Line of credit, net | ||||||||
Debt Instruments [Abstract] | ||||||||
Maximum borrowing capacity | 7,500,000 | |||||||
Debt issuance costs incurred | $ 100,000 | |||||||
Floor interest rate | 3.25% | |||||||
LIBOR | Line of credit, net | Old Plank Trail Community Bank, N.A. | ||||||||
Debt Instruments [Abstract] | ||||||||
Basis spread on variable interest rate | 2.50% | |||||||
LIBOR | Line of credit, net | ||||||||
Debt Instruments [Abstract] | ||||||||
Basis spread on variable interest rate | 2.50% | |||||||
LIBOR | ABL Facility | Line of credit, net | ||||||||
Debt Instruments [Abstract] | ||||||||
Basis spread on variable interest rate | 2.50% |
Debt - Notes payable (Details)
Debt - Notes payable (Details) - USD ($) | Jun. 24, 2020 | Jan. 13, 2020 | Jan. 06, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 19, 2019 | Nov. 04, 2019 |
Debt Instruments [Abstract] | |||||||||
Debt outstanding | $ 31,089,000 | $ 32,611,000 | |||||||
Common stock or units, issued (in shares) | 66,004,348 | 51,908,398 | |||||||
Notes payable, net | $ 19,609,000 | $ 18,910,000 | |||||||
Licensing arrangement | |||||||||
Debt Instruments [Abstract] | |||||||||
Termination fee paid | $ 100,000 | ||||||||
Common stock or units, issued (in shares) | 72,720 | ||||||||
Termination fee payable | $ 100,000 | ||||||||
Common stock purchase warrant issuable | $ 200,000 | ||||||||
November 2019 Notes | |||||||||
Debt Instruments [Abstract] | |||||||||
Default interest rate | 12.00% | ||||||||
Subordinated convertible notes | Executive Officer | |||||||||
Debt Instruments [Abstract] | |||||||||
Notes payable, net | $ 100,000 | ||||||||
Interest expense (less than) | 100,000 | $ 100,000 | |||||||
Subordinated convertible notes | Director | |||||||||
Debt Instruments [Abstract] | |||||||||
Notes payable, net | $ 2,200,000 | ||||||||
November 2019 Notes | |||||||||
Debt Instruments [Abstract] | |||||||||
Debt outstanding | $ 2,927,000 | $ 2,830,000 | |||||||
Long-term debt, interest rate | 10.00% | 10.00% | 10.00% | ||||||
Conversion price (in dollars per share) | $ 3.75 | $ 4 | |||||||
Increase in fair value, adjustment to paid in capital | $ 300,000 | ||||||||
Debt issuance costs and discounts | $ 200,000 | $ 300,000 | |||||||
Seller Notes | |||||||||
Debt Instruments [Abstract] | |||||||||
Long-term debt, interest rate | 10.00% | ||||||||
Conversion price (in dollars per share) | $ 3.75 | $ 4 | |||||||
Increase in fair value, adjustment to paid in capital | $ 300,000 | ||||||||
Senior Seller Notes | |||||||||
Debt Instruments [Abstract] | |||||||||
Debt outstanding | $ 10,679,000 | $ 10,332,000 | |||||||
Long-term debt, interest rate | 10.00% | 10.00% | |||||||
Debt issuance costs and discounts | $ 700,000 | $ 800,000 | |||||||
Face amount | $ 10,000,000 | ||||||||
Junior Seller Notes | |||||||||
Debt Instruments [Abstract] | |||||||||
Debt outstanding | $ 5,153,000 | $ 4,973,000 | |||||||
Long-term debt, interest rate | 10.00% | 10.00% | |||||||
Debt issuance costs and discounts | $ 500,000 | $ 500,000 | |||||||
Face amount | $ 5,000,000 | ||||||||
ABG Notes | |||||||||
Debt Instruments [Abstract] | |||||||||
Debt outstanding | $ 702,000 | $ 687,000 | |||||||
Long-term debt, interest rate | 10.00% | 10.00% | |||||||
Conversion price (in dollars per share) | $ 3.75 | $ 4 | |||||||
Increase in fair value, adjustment to paid in capital | $ 100,000 | ||||||||
Debt issuance costs and discounts | $ 100,000 | $ 100,000 | |||||||
Face amount | $ 600,000 | ||||||||
ABG Notes | Licensing arrangement | |||||||||
Debt Instruments [Abstract] | |||||||||
Long-term debt, interest rate | 10.00% | ||||||||
June 2020 Notes | |||||||||
Debt Instruments [Abstract] | |||||||||
Debt outstanding | $ 148,000 | $ 88,000 | |||||||
Long-term debt, interest rate | 10.00% | 10.00% | 10.00% | ||||||
Conversion price (in dollars per share) | $ 0.75 | ||||||||
Debt issuance costs and discounts | $ 1,500,000 | $ 1,500,000 | |||||||
Face amount | $ 1,500,000 |
Debt - PPP loans (Details)
Debt - PPP loans (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | May 07, 2020 | Apr. 10, 2020 |
Debt Instrument [Line Items] | ||||
Debt outstanding | $ 31,089,000 | $ 32,611,000 | ||
TruPet PPP Loan | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 400,000 | |||
Long-term debt, interest rate | 0.98% | 0.98% | ||
Debt outstanding | $ 421,000 | $ 421,000 | ||
Halo PPP Loan | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 400,000 | |||
Long-term debt, interest rate | 1.00% | 1.00% | ||
Debt outstanding | $ 431,000 | $ 431,000 |
Debt - Fair value (Details)
Debt - Fair value (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Interest expense | $ 0.8 | $ 2.3 |
November 2019 Notes | ||
Debt Instrument [Line Items] | ||
Debt fair value | 2.6 | |
Senior Seller Notes | ||
Debt Instrument [Line Items] | ||
Debt fair value | 9.5 | |
Junior Seller Notes | ||
Debt Instrument [Line Items] | ||
Debt fair value | 4.7 | |
ABG Notes | ||
Debt Instrument [Line Items] | ||
Debt fair value | 0.6 | |
June 2020 Notes | ||
Debt Instrument [Line Items] | ||
Debt fair value | $ 1.3 |
Commitments and contingencies (
Commitments and contingencies (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Purchase obligations | $ 0 | $ 0 |
Convertible preferred stock (De
Convertible preferred stock (Details) $ / shares in Units, $ in Thousands | Oct. 23, 2020shares | Oct. 12, 2020shares | Oct. 01, 2020USD ($)shares | Oct. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Dec. 31, 2020$ / sharesshares | Sep. 30, 2020$ / shares | Jun. 30, 2020$ / shares | Mar. 17, 2020$ / shares | Dec. 19, 2019$ / shares | Nov. 04, 2019$ / shares | Dec. 12, 2018shares |
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Stated value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||||||
Number of warrants included in each unit (in shares) | shares | 1 | ||||||||||||
Term of warrants | 24 months | 24 months | |||||||||||
Warrants, exercise price (in dollars per share) | $ / shares | $ 0.65 | $ 0.75 | $ 1.62 | $ 5 | $ 5 | ||||||||
Preferred stock, authorized (in shares) | shares | 30,000 | 30,000 | |||||||||||
Issued pursuant to a private placement | $ | $ 4,072 | $ 500 | |||||||||||
Liquidation preference (in dollars per share) | $ / shares | $ 1,000 | ||||||||||||
Conversion ratio | 0.50 | ||||||||||||
Series F Unit | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Shares and warrants issued pursuant to a private placement (in shares) | shares | 14,264 | ||||||||||||
Series F Unit | Cavalry | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Shares and warrants issued pursuant to a private placement (in shares) | shares | 3,500 | ||||||||||||
Series F Convertible Preferred Stock | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Preferred stock, authorized (in shares) | shares | 30,000 | ||||||||||||
Shares and warrants issued pursuant to a private placement (in shares) | shares | 100 | ||||||||||||
Series F Convertible Preferred Stock | Retained Earnings [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Issued pursuant to a private placement | $ | $ 5,400 | ||||||||||||
Series F private placement | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||||||||||
Value per share (in dollars per share) | $ / shares | $ 0.50 | ||||||||||||
Number of warrants included in each unit (in shares) | shares | 1 | ||||||||||||
Term of warrants | 6 years | ||||||||||||
Warrants, exercise price (in dollars per share) | $ / shares | $ 0.75 | ||||||||||||
Gross cash proceeds | $ | $ 18,200 | ||||||||||||
Series F private placement | Officers and directors | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Gross cash proceeds | $ | $ 6,500 | ||||||||||||
Series F private placement | Series F Unit | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Purchase price (in dollars per share) | $ / shares | $ 1,000 | ||||||||||||
Shares and warrants issued pursuant to a private placement (in shares) | shares | 2,832 | 1,106 | |||||||||||
Series F private placement | Series F Convertible Preferred Stock | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Number of shares of stock included in each unit (in shares) | shares | 1 | ||||||||||||
Stated value (in dollars per share) | $ / shares | $ 0.001 |
Stockholders' deficit - Equity
Stockholders' deficit - Equity transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 22, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 12, 2018 |
Class of Stock [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Number of warrants included in each unit (in shares) | 1 | |||
Number of shares issuable per warrant (in shares) | 0.50 | |||
PIPE transaction | ||||
Class of Stock [Line Items] | ||||
Gross consideration | $ 4,100 | |||
Purchase price (in dollars per share) | $ 1.25 | |||
Number of shares of stock included in each unit (in shares) | 1 | |||
Common stock, par value (in dollars per share) | $ 0.001 | |||
Number of warrants included in each unit (in shares) | 1 | |||
Number of shares issuable per warrant (in shares) | 1 | |||
PIPE transaction | Officers and directors | ||||
Class of Stock [Line Items] | ||||
Proceeds from shares and warrants issued pursuant to private placement, net | $ 1,600 |
Stockholders' deficit - Common
Stockholders' deficit - Common stock reserved for future issuance (Details) - shares | Mar. 31, 2021 | Dec. 31, 2020 |
Equity [Abstract] | ||
Conversion of Series F Preferred Stock (in shares) | 34,611,100 | 43,507,130 |
Exercise of options to purchase common stock (in shares) | 13,150,872 | 7,815,442 |
Exercise of warrants to purchase common stock (in shares) | 60,874,177 | 59,501,978 |
Conversion of notes payable (in shares) | 7,718,488 | 7,530,232 |
Total (in shares) | 116,354,637 | 118,354,782 |
Warrants - Outstanding (Details
Warrants - Outstanding (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 17, 2020 | Dec. 19, 2019 | Nov. 04, 2019 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | May 31, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 |
Warrants | ||||||||||
Warrants outstanding (in shares) | 59,501,978 | 16,981,854 | ||||||||
Warrants acquired (in shares) | 712,823 | |||||||||
Issued (in shares) | 1,003,232 | 937,500 | 11,000 | 570,258 | 1,990,624 | 3,288,400 | 49,928,469 | |||
Exercised (in shares) | (1,839,275) | (1,687,690) | (1,937,690) | |||||||
Terminated/Expired (in shares) | (2,512,321) | (76,926) | (5,470,655) | |||||||
Warrants outstanding (in shares) | 59,501,978 | 60,874,177 | 59,501,978 | 59,501,978 | ||||||
Exercise Price | ||||||||||
Warrants outstanding (in dollars per share) | $ 1.22 | $ 3.23 | ||||||||
Warrants acquired (in dollars per share) | $ 3.90 | |||||||||
Issued (in dollars per share) | 1.45 | 0.77 | ||||||||
Warrants exercised (in dollars per share) | 0.76 | 0.58 | ||||||||
Terminated/Expired (in dollars per share) | 0.65 | 3.07 | ||||||||
Warrants outstanding (in dollars per share) | $ 1.22 | $ 1.18 | $ 1.22 | $ 1.22 | ||||||
Warrants outstanding, intrinsic value | $ 23.8 | $ 31.3 | $ 23.8 | $ 23.8 |
Warrants - Warrant derivative l
Warrants - Warrant derivative liability (Details) - $ / shares | Jun. 24, 2020 | Mar. 17, 2020 | Dec. 19, 2019 | Nov. 04, 2019 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | May 31, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||
Warrants acquired (in shares) | 712,823 | ||||||||||
Warrants acquired (in dollars per share) | $ 3.90 | ||||||||||
Issued (in shares) | 1,003,232 | 937,500 | 11,000 | 570,258 | 1,990,624 | 3,288,400 | 49,928,469 | ||||
Warrants, exercise price (in dollars per share) | $ 1.62 | $ 5 | $ 5 | $ 0.65 | $ 0.75 | ||||||
Warrants, modified exercise price (in dollars per share) | $ 4.25 | $ 1.62 | $ 0.65 | $ 0.75 | |||||||
Warrants exercised (in shares) | 1,839,275 | 1,687,690 | 1,937,690 | ||||||||
Warrants expired (in shares) | 2,512,321 | 76,926 | 5,470,655 |
Warrants - Change in warrant de
Warrants - Change in warrant derivative liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Balance, beginning of period | $ 0 | $ 2,220 |
Change in fair value of warrant derivative liability | 0 | (2,220) |
Balance, end of period | $ 0 | $ 0 |
Warrants - Series F warrant lia
Warrants - Series F warrant liability (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 17, 2020 | Dec. 19, 2019 | Nov. 04, 2019 | Oct. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | ||||||||
Issued (in shares) | 1,003,232 | 937,500 | 11,000 | 570,258 | 1,990,624 | 3,288,400 | 49,928,469 | |
Warrants, exercise price (in dollars per share) | $ 1.62 | $ 5 | $ 5 | $ 0.65 | $ 0.75 | |||
Term of warrants | 24 months | 24 months | ||||||
Series F Convertible Preferred Stock | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Adjustment to additional paid-in capital for discount on preferred stock | $ 14.6 | |||||||
Series F Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Issued (in shares) | 43,403,130 | |||||||
Warrants, exercise price (in dollars per share) | $ 0.75 | |||||||
Term of warrants | 72 months |
Warrants - Change in warrant li
Warrants - Change in warrant liability (Details) - USD ($) $ in Thousands | Jun. 24, 2020 | Oct. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | |||||
Beginning balance | $ 39,850 | ||||
Change in fair value of warrant liabilities | $ 100 | 6,483 | $ (1,379) | ||
Ending balance | 46,333 | $ 39,850 | |||
Series F Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Issuance of Series F warrants | $ 14,952 | ||||
Change in fair value of warrant liabilities | $ 6,483 | $ 24,898 |
Warrants - Fair value measureme
Warrants - Fair value measurements and valuation techniques (Details) - Warrant | Mar. 31, 2021$ / shares | Dec. 31, 2020$ / shares |
Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Abstract] | ||
Warrants, measurement input | 1.44 | 1.27 |
Exercise price | ||
Fair Value Measurement Inputs and Valuation Techniques [Abstract] | ||
Warrants, measurement input | 0.75 | 0.75 |
Expected remaining term | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Abstract] | ||
Warrants, measurement input | 5.50 | 5.75 |
Expected remaining term | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Abstract] | ||
Warrants, measurement input | 5.56 | 5.81 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Abstract] | ||
Warrants, measurement input | 0.675 | 0.675 |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Abstract] | ||
Warrants, measurement input | 0.011 | 0.005 |
Warrants - Equity-classified wa
Warrants - Equity-classified warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 22, 2021 | Jul. 20, 2020 | Jun. 24, 2020 | Mar. 17, 2020 | Dec. 19, 2019 | Nov. 04, 2019 | May 06, 2019 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Jan. 13, 2020 |
Class of Warrant or Right [Line Items] | |||||||||||||||
Issued (in shares) | 1,003,232 | 937,500 | 11,000 | 570,258 | 1,990,624 | 3,288,400 | 49,928,469 | ||||||||
Warrants exercised (in dollars per share) | $ 0.76 | $ 0.58 | |||||||||||||
Term of warrants | 24 months | 24 months | |||||||||||||
Warrants, modified exercise price (in dollars per share) | $ 4.25 | $ 1.62 | $ 0.65 | $ 0.75 | |||||||||||
Warrants exercised (in shares) | 1,839,275 | 1,687,690 | 1,937,690 | ||||||||||||
Cash received for warrant exercises | $ 1,310 | $ 0 | |||||||||||||
Change in fair value of warrant liabilities | $ 100 | $ 6,483 | $ (1,379) | ||||||||||||
Warrants, exercise price (in dollars per share) | $ 1.62 | $ 5 | $ 5 | $ 0.65 | $ 0.75 | ||||||||||
Shareholder Guaranties | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Fair value of warrants issued | $ 4,200 | ||||||||||||||
Exercise Price $5.00 | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Warrants, exercise price (in dollars per share) | $ 5 | ||||||||||||||
Guarantor Warrants | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Issued (in shares) | 6,500,000 | ||||||||||||||
Term of warrants | 24 months | ||||||||||||||
Warrants, exercise price (in dollars per share) | $ 1.82 | ||||||||||||||
ABG Warrants | Licensing arrangement | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Term of warrants | 24 months | ||||||||||||||
Warrants, exercise price (in dollars per share) | $ 5 | ||||||||||||||
June 2020 Warrants | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Issued (in shares) | 1,000,000 | ||||||||||||||
Term of warrants | 84 months | ||||||||||||||
Warrants, exercise price (in dollars per share) | $ 1.25 | ||||||||||||||
July 2020 Guarantor Warrants | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Issued (in shares) | 300,000 | ||||||||||||||
Term of warrants | 84 months | ||||||||||||||
Warrants, exercise price (in dollars per share) | $ 1.05 | ||||||||||||||
Broker | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Issued (in shares) | 220,539 | ||||||||||||||
Warrants exercised (in dollars per share) | $ 3 | ||||||||||||||
PIPE Transaction | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Issued (in shares) | 5,744,991 | ||||||||||||||
Warrants exercised (in dollars per share) | $ 4.25 | ||||||||||||||
Term of warrants | 24 months | ||||||||||||||
Warrants, modified exercise price (in dollars per share) | $ 1.25 | ||||||||||||||
Warrants exercised (in shares) | 1,047,609 | ||||||||||||||
Cash received for warrant exercises | $ 1,300 | ||||||||||||||
Change in fair value of warrant liabilities | $ 200 | ||||||||||||||
January 2021 PIPE | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Issued (in shares) | 3,288,400 | ||||||||||||||
Warrants exercised (in dollars per share) | $ 1.45 | ||||||||||||||
Term of warrants | 6 years | ||||||||||||||
Warrants, modified exercise price (in dollars per share) | $ 1.25 | ||||||||||||||
Change in fair value of warrant liabilities | $ 200 |
Warrants - Warrants issued as c
Warrants - Warrants issued as compensation (Details) $ / shares in Units, $ in Thousands | Nov. 30, 2020USD ($)$ / sharesshares | Jul. 20, 2020USD ($)director$ / sharesshares | Jun. 24, 2020director$ / sharesshares | Mar. 17, 2020$ / sharesshares | Dec. 19, 2019$ / sharesshares | Nov. 04, 2019$ / sharesshares | Sep. 17, 2019$ / sharesshares | Sep. 30, 2020$ / sharesshares | Jun. 30, 2020$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020shares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Jun. 01, 2020shares |
Class of Warrant or Right [Line Items] | ||||||||||||||
Issued (in shares) | 1,003,232 | 937,500 | 11,000 | 570,258 | 1,990,624 | 3,288,400 | 49,928,469 | |||||||
Warrants exercised (in dollars per share) | $ / shares | $ 0.76 | $ 0.58 | ||||||||||||
Warrants exercised (in shares) | 1,839,275 | 1,687,690 | 1,937,690 | |||||||||||
Warrants, exercise price (in dollars per share) | $ / shares | $ 1.62 | $ 5 | $ 5 | $ 0.65 | $ 0.75 | |||||||||
Term of warrants | 24 months | 24 months | ||||||||||||
Share-based compensation | $ | $ 2,525 | $ 2,485 | ||||||||||||
July 2020 Guarantor Warrants | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Issued (in shares) | 300,000 | |||||||||||||
Warrants, exercise price (in dollars per share) | $ / shares | $ 1.05 | |||||||||||||
Term of warrants | 84 months | |||||||||||||
Compensation Warrants | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Issued (in shares) | 400,000 | 200,000 | 1,000,000 | |||||||||||
Shares issuable upon exercise of warrants (in shares) | 1,041,666 | |||||||||||||
Warrants exercised (in shares) | 791,666 | |||||||||||||
Warrants, exercise price (in dollars per share) | $ / shares | $ 1 | $ 1.05 | $ 1.25 | |||||||||||
Number of individuals received warrants | director | 2 | 2 | ||||||||||||
Term of warrants | 72 months | 84 months | 84 months | |||||||||||
Share-based compensation | $ | $ 1,000 | |||||||||||||
Exercise of warrants (in shares) | 736,689 | |||||||||||||
General and administrative expense | Compensation Warrants | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Total cost of contract termination | $ | $ 5,700 | |||||||||||||
General and administrative expense for warrants issued for services | $ | $ 100 | |||||||||||||
Warrant Exercise Period One | Compensation Warrants | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Period from issuance date after which warrants become exercisable | 12 months | |||||||||||||
Warrant Exercise Period One | Advisor | Exercise Price $0.10 | Compensation Warrants | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Issued (in shares) | 2,500,000 | |||||||||||||
Warrants exercised (in dollars per share) | $ / shares | $ 0.10 | |||||||||||||
Warrants exercisable (in shares) | 1,250,000 | |||||||||||||
Warrant Exercise Period One | Advisor | Exercise Price $10.00 | Compensation Warrants | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Issued (in shares) | 1,500,000 | |||||||||||||
Warrants exercised (in dollars per share) | $ / shares | $ 10 | |||||||||||||
Warrant Exercise Period Two | Compensation Warrants | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Period from issuance date after which warrants become exercisable | 18 months | |||||||||||||
Warrant Exercise Period Two | Advisor | Exercise Price $0.10 | Compensation Warrants | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants exercised (in dollars per share) | $ / shares | $ 0.10 | |||||||||||||
Warrants exercisable (in shares) | 1,250,000 | |||||||||||||
Warrant Exercise Period Two | Advisor | Exercise Price $10.00 | Compensation Warrants | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Warrants exercised (in dollars per share) | $ / shares | $ 10 | |||||||||||||
Warrants exercisable (in shares) | 1,500,000 |
Share-based compensation (Detai
Share-based compensation (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Mar. 31, 2020USD ($)directorshares | Mar. 31, 2021USD ($)shares | Mar. 31, 2020USD ($)directorshares | Jan. 01, 2021shares | Nov. 11, 2019shares | Nov. 10, 2019shares | |
Stock Awards [Abstract] | ||||||
Share-based compensation | $ | $ 2,525 | $ 2,485 | ||||
Number of non-employee directors | director | 3 | 3 | ||||
Stock options | ||||||
Stock Awards [Abstract] | ||||||
Options granted (in shares) | 5,579,000 | 100,000 | ||||
Restricted Stock | ||||||
Stock Awards [Abstract] | ||||||
Share-based compensation | $ | $ 500 | |||||
Restricted Stock | Director | ||||||
Stock Awards [Abstract] | ||||||
Awards granted (in shares) | 450,000 | |||||
Restricted Stock | Officer | ||||||
Stock Awards [Abstract] | ||||||
Awards granted (in shares) | 5,956 | |||||
2019 Plan | ||||||
Stock Awards [Abstract] | ||||||
Awards available for issuance (in shares) | 6,500,000 | |||||
Amended 2019 Plan | ||||||
Stock Awards [Abstract] | ||||||
Awards available for issuance (in shares) | 13,500,000 | 9,000,000 | ||||
Annual percentage increase in awards authorized | 10.00% |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 0 | $ 0 |
Effective tax rate | 0.00% | 0.00% |
Accrued interest and penalties related to uncertain tax positions | $ 0 |
Concentrations (Details)
Concentrations (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 100.00% | 100.00% | |
Inventory purchases | Supplier concentration risk | Three vendors | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 71.00% | ||
Inventory purchases | Supplier concentration risk | Two vendors | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 48.00% | ||
Accounts receivable | Customer concentration risk | Two customers | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 63.00% | 72.00% | |
Gross sales | Customer concentration risk | Two customers | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 42.00% | ||
Gross sales | Customer concentration risk | Four customers | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 70.00% |
Net loss per share (Details)
Net loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator: | ||
Net loss | $ (12,850) | $ (9,454) |
Less: Preferred stock dividends | 0 | 34 |
Less: Adjustment due to warrant modifications | 402 | 0 |
Adjusted Net and comprehensive loss available to common stockholders | $ (13,252) | $ (9,488) |
Denominator: | ||
Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted (in shares) | 57,525,054 | 48,526,396 |
Net loss per share attributable to common stockholders, basic and diluted (in shares) | $ (0.23) | $ (0.20) |