Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 13, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-21617 | |
Entity Registrant Name | ProPhase Labs, Inc. | |
Entity Central Index Key | 0000868278 | |
Entity Tax Identification Number | 23-2577138 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 711 Stewart Ave | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Garden City | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 11530 | |
City Area Code | (215) | |
Local Phone Number | 345-0919 | |
Title of 12(b) Security | Common Stock, par value $0.0005 | |
Trading Symbol | PRPH | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 15,154,253 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 17,677 | $ 6,816 |
Marketable debt securities, available for sale | 18,095 | 1,639 |
Marketable equity securities, available for sale | 479 | |
Accounts receivable, net | 6,644 | 3,155 |
Inventory, net | 15,169 | 3,039 |
Prepaid expenses and other current assets | 428 | 1,238 |
Total current assets | 58,492 | 15,887 |
Property, plant and equipment, net | 6,914 | 3,578 |
Secured promissory note receivable | 3,727 | 2,750 |
Prepaid expenses, net of current portion | 460 | 2,084 |
Right-of-use asset, net | 4,564 | 4,731 |
Intangible asset, net | 1,017 | 1,234 |
Goodwill | 901 | 901 |
Other assets | 248 | 240 |
TOTAL ASSETS | 76,323 | 31,405 |
Current liabilities | ||
Accounts payable | 7,114 | 3,771 |
Accrued advertising and other allowances | 214 | 463 |
Lease liabilities | 635 | 329 |
Other current liabilities | 6,211 | 1,731 |
Total current liabilities | 14,174 | 6,294 |
Non-current liabilities: | ||
Deferred revenue, net of current portion | 121 | 162 |
Unsecured convertible promissory notes, net | 9,994 | 9,991 |
Lease liabilities, net of current portion | 4,301 | 4,402 |
Total non-current liabilities | 14,416 | 14,555 |
Total liabilities | 28,590 | 20,849 |
COMMITMENTS AND CONTINGENCIES | ||
Stockholders’ equity | ||
Preferred stock authorized 1,000,000, $.0005 par value, no shares issued and outstanding | ||
Common stock authorized 50,000,000, $.0005 par value, issued 31,806,275 and 28,256,275 shares, respectively | 16 | 14 |
Additional paid-in capital | 99,265 | 61,674 |
Accumulated deficit | (3,969) | (3,631) |
Treasury stock, at cost, 16,652,022 and 16,652,022 shares, respectively | (47,490) | (47,490) |
Accumulated other comprehensive loss | (89) | (11) |
Total stockholders’ equity | 47,733 | 10,556 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 76,323 | $ 31,405 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0005 | $ 0.0005 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0005 | $ 0.0005 |
Common Stock, Shares, Issued | 31,806,275 | 28,256,275 |
Treasury Stock, Shares | 16,652,022 | 16,652,022,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Other Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues, net | $ 9,142,000 | $ 3,623,000 | $ 24,413,000 | $ 5,511,000 |
Cost of revenues | 4,676,000 | 2,344,000 | 11,020,000 | 3,817,000 |
Gross profit | 4,466,000 | 1,279,000 | 13,393,000 | 1,694,000 |
Operating expenses: | ||||
Diagnostic expenses | 830,000 | 4,639,000 | ||
General and administration | 4,993,000 | 1,155,000 | 8,775,000 | 2,323,000 |
Research and development | 93,000 | 65,000 | 208,000 | 124,000 |
Total operating expenses | 5,916,000 | 1,220,000 | 13,622,000 | 2,447,000 |
Income (loss) from operations | (1,450,000) | 59,000 | (229,000) | (753,000) |
Interest income, net | 214,000 | 11,000 | 301,000 | 14,000 |
Interest expense | (323,000) | (574,000) | ||
Change in fair value of investment securities | 164,000 | 164,000 | ||
Net income (loss) | (1,395,000) | 70,000 | (338,000) | (739,000) |
Other comprehensive loss: | ||||
Unrealized gain (loss) on marketable debt securities | (67,000) | (5,000) | (78,000) | 6,000 |
Total comprehensive income (loss) | $ (1,462,000) | $ 65,000 | $ (416,000) | $ (733,000) |
Earnings (loss) per share: | ||||
Basic | $ (0.09) | $ 0.01 | $ (0.02) | $ (0.06) |
Diluted | $ (0.09) | $ 0.01 | $ (0.02) | $ (0.06) |
Weighted average common shares outstanding: | ||||
Basic | 15,154 | 11,592 | 14,860 | 11,587 |
Diluted | 15,154 | 11,618 | 14,860 | 11,587 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Treasury Stock [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 14 | $ 60,215 | $ (1,506) | $ (2) | $ (47,490) | $ 11,231 |
Balance, shares at Dec. 31, 2019 | 11,573,593 | |||||
Unrealized (gain) loss on marketable debt securities, net of realized losses, net of taxes | 6 | 6 | ||||
Stock-based compensation | 396 | 396 | ||||
Stock-based compensation, shares | 18,055 | |||||
Net income loss | (739) | (739) | ||||
Ending balance, value at Jun. 30, 2020 | $ 14 | 60,611 | (2,245) | 4 | (47,490) | 10,894 |
Balance, shares at Jun. 30, 2020 | 11,591,648 | |||||
Beginning balance, value at Mar. 31, 2020 | $ 14 | 60,413 | (2,315) | 9 | (47,490) | 10,631 |
Balance, shares at Mar. 31, 2020 | 11,581,939 | |||||
Unrealized (gain) loss on marketable debt securities, net of realized losses, net of taxes | (5) | (5) | ||||
Stock-based compensation | 198 | 198 | ||||
Stock-based compensation, shares | 9,709 | |||||
Net income loss | 70 | 70 | ||||
Ending balance, value at Jun. 30, 2020 | $ 14 | 60,611 | (2,245) | 4 | (47,490) | 10,894 |
Balance, shares at Jun. 30, 2020 | 11,591,648 | |||||
Beginning balance, value at Dec. 31, 2020 | $ 14 | 61,674 | (3,631) | (11) | (47,490) | 10,556 |
Balance, shares at Dec. 31, 2020 | 11,604,253 | |||||
Issuance of common stock and warrants for cash from public offering, net of $2,365 offering cost | $ 2 | 35,133 | 35,135 | |||
Issuance of common stock and warrants for cash from public offering, net of $2,365 offering cost, shares | 3,000,000 | |||||
Issuance of common stock and warrants for cash from private offering | 5,500 | 5,500 | ||||
Issuance of common stock and warrants for cash from private offering, shares | 550,000 | |||||
Cash dividends | (4,546) | (4,546) | ||||
Unrealized (gain) loss on marketable debt securities, net of realized losses, net of taxes | (78) | (78) | ||||
Stock-based compensation | 1,504 | 1,504 | ||||
Stock-based compensation, shares | ||||||
Net income loss | (338) | (338) | ||||
Ending balance, value at Jun. 30, 2021 | $ 16 | 99,265 | (3,969) | (89) | (47,490) | 47,733 |
Balance, shares at Jun. 30, 2021 | 15,154,253 | |||||
Beginning balance, value at Mar. 31, 2021 | $ 16 | 102,735 | (2,574) | (22) | (47,490) | 52,665 |
Balance, shares at Mar. 31, 2021 | 15,154,253 | |||||
Cash dividends | (4,546) | (4,546) | ||||
Unrealized (gain) loss on marketable debt securities, net of realized losses, net of taxes | (67) | (67) | ||||
Stock-based compensation | 1,076 | 1,076 | ||||
Stock-based compensation, shares | ||||||
Net income loss | (1,395) | (1,395) | ||||
Ending balance, value at Jun. 30, 2021 | $ 16 | $ 99,265 | $ (3,969) | $ (89) | $ (47,490) | $ 47,733 |
Balance, shares at Jun. 30, 2021 | 15,154,253 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||||
Marketable Securities, Gain (Loss) | $ 2 | $ 3 | $ 3 | |
Offering cost | $ 2,365 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (338,000) | $ (739,000) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Realized loss on marketable debt securities | 7,000 | |
Depreciation and amortization | 1,118,000 | 167,000 |
Amortization of debt discount | 3,000 | |
Amortization on right-of-use assets | 167,000 | |
Lower of cost or net realizable value inventory adjustment | 32,000 | |
Stock-based compensation expense | 1,504,000 | 396,000 |
Change in fair value of investment securities | (164,000) | |
Non-cash interest income on secured promissory note receivable | (315,000) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (3,466,000) | 80,000 |
Escrow receivable | 4,812,000 | |
Inventory | (12,130,000) | (620,000) |
Prepaid and other assets | 2,434,000 | 91,000 |
Other assets | (8,000) | |
Accounts payable and accrued expenses | 3,343,000 | 412,000 |
Lease liabilities | 205,000 | |
Other liabilities | 4,190,000 | 26,000 |
Net cash (used in) provided by operating activities | (3,450,000) | 4,657,000 |
Cash flows from investing activities | ||
Issuance of secured promissory note receivable | (1,000,000) | |
Purchase of marketable securities | (16,841,000) | (3,436,000) |
Proceeds from sale of marketable debt securities | 300,000 | 1,029,000 |
Capital expenditures | (4,237,000) | (147,000) |
Net cash used in investing activities | (21,778,000) | (2,554,000) |
Cash flows from financing activities | ||
Proceeds from issuance of common stock from public offering, net | 35,135,000 | |
Proceeds from issuance of common stock and warrants from private offering | 5,500,000 | |
Payment of dividends | (4,546,000) | |
Net cash provided by financing activities | 36,089,000 | |
Increase in cash and cash equivalents | 10,861,000 | 2,103,000 |
Cash and cash equivalents, at the beginning of the period | 6,816,000 | 434,000 |
Cash and cash equivalents, at the end of the period | 17,677,000 | 2,537,000 |
Supplemental disclosures: | ||
Cash paid for income taxes | ||
Interest payment on the promissory notes | 500,000 | |
Supplemental disclosure of non-cash investing and financing activities: | ||
Net unrealized gain (loss), investments in marketable debt securities | $ (78,000) | $ 6,000 |
Organization and Business
Organization and Business | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | Note 1 – Organization and Business ProPhase Labs, Inc. (“ProPhase”, “we”, “us”, “our” or the “Company”) is a diversified biotech and genomics company with deep experience with over-the- counter (“OTC”) consumer healthcare products and dietary supplements. We currently conduct our operations through two operating segments: diagnostic services and consumer products. Until late Fiscal 2020, we were engaged primarily in the research, development, manufacture, distribution, marketing and sale of OTC consumer healthcare products and dietary supplements in the United States. However, commencing in December 2020, we also began offering COVID-19 and other Respiratory Pathogen Panel (RPP) molecular tests through our new diagnostic services business. Our wholly-owned subsidiary, ProPhase Diagnostics, Inc. (“ProPhase Diagnostics”), which was formed on October 9, 2020, offers a variety of medical tests, including COVID-19 and Respiratory Pathogen Panel (RPP) molecular tests. On October 23, 2020, we completed the acquisition of all of the issued and outstanding shares of Confucius Plaza Medical Laboratory Corp. (“CPM”), which operates a 4,000 square foot Clinical Laboratory Improvement Amendments (“CLIA”) accredited laboratory located in Old Bridge, New Jersey, for approximately $ 2.5 million in cash (see Note 3, Business Acquisition). As a result of the acquisition of CPM in October 2020, we entered into a new business line, diagnostic services. In December 2020, we expanded our diagnostic service business with the signing of a lease and build out of a second, larger CLIA accredited laboratory in Garden City, New York. Operations at this second facility commenced in February 2021. Our wholly-owned subsidiary, Pharmaloz Manufacturing, Inc. (“PMI”), is a full-service contract manufacturer and private label developer of a broad range of non- GMO, organic and natural-based cough drops and lozenges and OTC drug and dietary supplement products. On August 10, 2021, we acquired Nebula Genomics, Inc., a privately owned personal genomics company, through our new wholly-owned subsidiary, ProPhase Precision Medicine, Inc. (see Note 15, Subsequent Events). In addition, we continue to actively pursue acquisition opportunities for other companies, technologies and products within and outside the consumer products industry. We use a December 31 year-end for financial reporting purposes. References herein to “Fiscal 2020” mean the fiscal year ended December 31, 2020 and references to other “Fiscal” years mean the year that ended on December 31 of the year indicated. The term “we”, “us” or the “Company” as used herein also refer, where appropriate, to the Company, together with its subsidiaries unless the context otherwise requires. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation The unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial statements and the rules of the Securities and Exchange Commission (“SEC”) applicable to interim financial statements, and therefore do not include all disclosures that might normally be required for financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying unaudited condensed consolidated financial statements have been prepared by management without audit and should be read in conjunction with our audited consolidated financial statements, including the notes thereto, appearing in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. In the opinion of management, all adjustments necessary for a fair presentation of the consolidated financial position, consolidated results of operations and other comprehensive loss and consolidated cash flows, for the periods indicated, have been made. The results of operations for the six months ended June 30, 2021 are not necessarily indicative of operating results that may be achieved over the course of the full year. Segments Operating segments are defined as components of an enterprise that engage in business activities for which separate financial information is available and is evaluated by the Chief Operating Decision Maker (“CODM”), which for the Company is its Chief Executive Officer, in deciding how to allocate resources and assess performance. For the six months ended June 30, 2021, we maintain two operating segments: diagnostic services and consumer products. For the six months ended June 30, 2020, we only had the consumer products operating segment. (see Note 14, Segment Information). Business and Liquidity Uncertainties For the six months ended June 30, 2021, our net revenues were derived from both our diagnostic services and consumer products segments. For the six months ended June 30, 2020, our net revenues were derived solely from our consumer products segment. The diagnostic service business commenced in December 2020 and expanded in February 2021 with the opening of our new Garden City, New York CLIA accredited laboratory. Our diagnostic service business is and will continue to be influenced by the level of demand for COVID-19 and other diagnostic testing, the price we are able to receive for performing our testing services, and the length of time for which that demand persists, as well as the availability of COVID-19 testing from other laboratories and the period of time for which we are able to serve as an authorized laboratory offering COVID-19 testing under various Emergency Use Authorizations. While our revenues increased for the six months ended June 30, 2021 as a result of our new diagnostic services business line, we have made and will continue to make substantial investments to secure the necessary equipment, supplies and personnel to provide these testing services. There can be no assurance that our efforts to offer and perform COVID-19 or other diagnostic testing will be successful in the future or that the revenue and operating profits from such business will increase or maintain their current level. There are still numerous uncertainties associated with the COVID-19 pandemic, including the efficacy of the vaccines that have been developed to treat the virus and their ability to protect against new strains of the virus, people’s willingness to receive a vaccine, possible resurgences of the coronavirus and/or new strains of the virus, the extent and duration of protective and preventative measures that may be adopted by local, state and/or the federal government in the future as a result of future outbreaks, the duration of any future business closures, the ongoing impact of COVID-19 on the U.S. and world economy and consumer confidence, and various other uncertainties. The COVID-19 pandemic has also had a negative impact on the global capital markets and economies worldwide and could ultimately have a material adverse impact on our ability to raise capital needed to operate our business. Our consumer sales are influenced by and subject to (i) the timing of acceptance of our TK Supplements ® Use of Estimates The preparation of financial statements and the accompanying notes thereto, in conformity with GAAP, requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the respective reporting periods. Examples include the provision for bad debt, sales returns and allowances, diagnostic services reimbursements, inventory obsolescence, useful lives of property and equipment, impairment of goodwill, intangibles and property and equipment, income tax valuations and assumptions related to accrued advertising. These estimates and assumptions are based on historical experience, current trends and other factors that management believes to be relevant at the time the financial statements are prepared. Management reviews the accounting policies, assumptions, estimates and judgments on a quarterly basis. Actual results could differ from those estimates. Cash and Cash Equivalents We consider all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. Cash equivalents include cash on hand and monies invested in money market funds. The carrying amount approximates the fair market value due to the short-term maturity of these securities. Marketable Debt Securities We have classified our investments in marketable debt securities as available-for-sale and as a current asset. Our investments in marketable debt securities are carried at fair value, with unrealized gains an as a separate component of stockholders’ equity. Realized gains and losses from our marketable debt securities are recorded as interest income (expense). These investments in marketable debt securities, carry maturity dates between one and three years from date of purchase and interest rates of 0.94 % to 3.35 % during the first two quarters of Fiscal 2021. For the three and six months ended June 30, 2021, we reported unrealized losses of $ 67,000 and $ 78,000 , respectively. Unrealized gains and losses are classified as other comprehensive loss and the cost is determined on a specific identification basis. The following is a summary of the components of our marketable debt securities and the underlying fair value input level tier hierarchy (see fair value of financial instruments) (in thousands): Summary of Components of Marketable Securities As of June 30, 2021 Amortized Unrealized Fair Cost Losses Value U.S. government obligations $ 2,556 $ (22 ) $ 2,534 Corporate obligations 15,628 (67 ) 15,561 $ 18,184 $ (89 ) $ 18,095 As of December 31, 2020 Amortized Unrealized Fair Cost Losses Value U.S. government obligations $ 1,021 $ (7 ) $ 1,014 Corporate obligations 629 (4 ) 625 $ 1,650 $ (11 ) $ 1,639 We believe that the unrealized gains or losses generally are the result of a change in the risk premiums required by market participants rather than an adverse change in cash flows or a fundamental weakness in the credit quality of the issuer or underlying assets. Marketable Equity Securities Marketable equity securities are recorded at fair value in the consolidated balance sheets. The change in fair value of marketable equity securities is recognized within other non-operating income, net in the consolidated statements of income. On June 25, 2021, we were issued 1,260,619 common shares (the “Investment Shares”) by the consultant as an interest payment under the Secured Note (see note 13) with a fair value of $ 315,000 . The fair value of the Investment Shares as of June 30, 2021 was based upon the closing stock price of $ 0.38 per share. The investment was classified as a Level 1 financial instrument. We recorded a $ 164,000 increase in fair value of investment securities for the six months ended June 30, 2021. Inventories, net Inventory is valued at the lower of cost, determined on a first-in, first-out basis (FIFO), or net realizable value. Inventory items are analyzed to determine cost and the net realizable value and appropriate valuation adjustments are then established. At June 30, 2021 and December 31, 2020, the financial statements include non-cash adjustments to adjust inventory for excess, obsolete or short-dated shelf-life inventory by $ 87,000 and $ 167,000 , respectively. The components of inventory are as follows (in thousands): Schedule of Components of Inventory June 30, December 31, 2021 2020 Diagnostic services testing material $ 13,240 $ 1,028 Raw materials 1,249 1,404 Work in process 345 437 Finished goods 335 170 Inventory, net $ 15,169 $ 3,039 Property, Plant and Equipment Property, plant and equipment are recorded at cost. We use the straight-line method in computing depreciation for financial reporting purposes. Depreciation expense is computed in accordance with the following ranges of estimated asset lives: building and improvements – ten to thirty-nine years; machinery and equipment including lab equipment – three to seven years; computer equipment and software – three to five years; and furniture and fixtures – five years We did not identify any indicators of our property, plant and equipment for the six months ended June 30, 2021 and 2020 and concluded there were no impairments or changes in useful lives. Concentration of Risks Future revenues, costs, margins and profits will continue to be influenced by our ability to maintain our manufacturing availability and capacity together with our marketing and distribution capabilities and the regulatory requirements associated with the development of OTC consumer healthcare products, dietary supplements and other remedies in order to compete on a national level and/or international level. Our diagnostic services business will be influenced by demand for our diagnostic testing services, particularly COVID-19, as well as our marketing and service capabilities and regulatory requirements associated with operating under and maintaining our CLIA license. Our business is subject to federal and state laws and regulations adopted for the health and safety of users of our products. The manufacturing and distribution of OTC healthcare and dietary supplement products are subject to regulations by various federal, state and local agencies, including the Food and Drug Administration (“FDA”) and, as applicable, the Homeopathic Pharmacopoeia of the United States. The FDA is also responsible for the regulation of diagnostic testing instruments, test kits, reagents and other devices used by clinical laboratories. Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash investments, marketable debt securities, and trade accounts receivable. Our marketable securities are fixed income investments, which are highly liquid and can be readily purchased or sold through established markets. We maintain cash and cash equivalents with certain major financial institutions. As of June 30, 2021, our cash and cash equivalents balance were $ 17.7 million and our bank balance was $ 17.9 million. Of the total bank balance, $ 0.5 million was covered by federal depository insurance and $ 17.4 million was uninsured at June 30, 2021. Accounts receivable subject us to credit risk concentrations from time-to-time. We extend credit to our consumer healthcare product customers based upon an evaluation of the customer’s financial condition and credit history and generally do not require collateral. Our diagnostic services receivable credit risk is based on payer reimbursement experience, which includes government agencies and healthcare insurers, the period the receivables have been outstanding and the historical collection. The collectability of the diagnostic services receivables is also directly linked to the quality of our billing processes, which depend on information provided and billing services of third parties. These credit concentrations impact our overall exposure to credit risk, which could be further affected by changes in economic, regulatory or other conditions that may impact the timing and collectability of trade receivables and diagnostic test receivables. Additionally, the reimbursement receivables from the diagnostic service business are subject to billing errors and related disputes. We also assess the financial condition of the debtor under the Secured Note (see Note 13), balances due to us and other factors, and based on this assessment, we did not offset our note receivable with an allowance at June 30, 2021 and June 30, 2020. Leases At the inception of an arrangement, we determine whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Most leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and short-term and long-term lease liabilities, as applicable. We have elected not to recognize on the balance sheet leases with terms of 12 months or less. We typically only include an initial lease term in its assessment of a lease arrangement. Options to renew a lease are not included in our assessment unless there is reasonable certainty that we will renew. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the right-of-use asset may be required for items such as incentives received. The interest rate implicit in our leases is typically not readily determinable. As a result, we utilize our incremental borrowing rate, which reflects the fixed rate at which we could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term and in a similar economic environment (see Note 10, Lease). The components of a lease should be allocated between lease components (e.g., land, building, etc.) and non-lease components (e.g., common area maintenance, consumables, etc.). The fixed and in-substance fixed contract consideration (including any consideration related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components. Goodwill and Long-lived Assets We review our goodwill at least annually for impairment as well as the carrying value of goodwill and our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be fully recoverable. When it is determined that the carrying amount of long-lived assets or goodwill is impaired, impairment is measured by comparing an asset’s estimated fair value to its carrying value. The determination of fair value is based on quoted market prices in active markets, if available, or independent appraisals; sales price negotiations; or projected future cash flows discounted at a rate determined by management to be commensurate with our business risk. The estimation of fair value utilizing discounted forecasted cash flows includes significant judgments regarding assumptions of revenue, operating and marketing costs; selling and administrative expenses; interest rates; property and equipment additions and retirements; and industry competition, general economic and business conditions, among other factors. Management has determined that there was no impairment to our long-lived assets and goodwill on the basis of a review of a discounted cash flow analysis, which for goodwill is performed at the level of the subsidiaries to which the goodwill relates. There were no events or circumstances that required an assessment to be performed on our long-lived assets with definite lives. If there is a material change in the assumptions used in the determination of fair value or a material change in the conditions or circumstances influencing fair value, we could be required to recognize a material impairment charge. Fair Value of Financial Instruments We measures assets and liabilities at fair value based on expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale date of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: ● Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts of our financial assets and liabilities, such as cash, accounts receivable, accounts payable, secured note receivable and unsecured note payable, approximate their fair values because of the current nature of these instruments. We account for our marketable securities at fair value, with the net unrealized gains or losses of marketable debt securities reported as a component of accumulated other comprehensive income or loss and marketable equity change in fair value reported on the condensed consolidated statement of operations (see note 13, Secured Promissory Note Receivable and Consulting Agreement). The components of marketable securities and are as follows (in thousands): Schedule of Fair Value of Financial Instruments As of June 30, 2021 Level 1 Level 2 Level 3 Total Marketable debt securities U.S. government obligations $ - $ 2,534 $ - $ 2,534 Corporate obligations - 15,561 - 15,561 Marketable equity securities 479 - - 479 $ 479 $ 18,095 $ - $ 18,574 As of December 31, 2020 Level 1 Level 2 Level 3 Total Marketable debt securities U.S. government obligations $ - $ 1,014 $ - $ 1,014 Corporate obligations - 625 - 625 $ - $ 1,639 $ - $ 1,639 There were no transfers of marketable debt securities between Levels 1, 2 or 3 for the six months ended June 30, 2021. Revenue Recognition We recognize revenue that represents the transfer of promised goods or services to customers at an amount that reflects the consideration that is expected to be received in exchange for those goods or services. We recognize revenue when performance obligations with our customers have been satisfied. At contract inception, we evaluate the contract to determine if revenue should be recognized using the following five steps: (1) identify the contract with the customer; (2) identify the performance obligations; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. We had historically generated sales principally through two types of customers, contract manufacturing and retail customers for our consumer products. Sales from product shipments to contract manufacturing and retailer customers are recognized at the time ownership is transferred to the customer. As of December 2020, we also began generating revenues through diagnostic services. Revenue from diagnostic services is recognized when the results are made available to the customer. Net revenues from consumer products were $ 1.6 million and $ 4.1 million for the three and six months ended June 30, 2021, respectively. Net revenue from diagnostic services was $ 7.5 million and $ 20.3 million for the three and six months ended June 30, 2021, respectively. Net revenues for consumer products were $ 3.6 million and $ 5.5 million and zero sales from diagnostic services for the three and six months ended June 30, 2020, respectively. The Company’s performance obligation for contract manufacturing and retail customers is to provide the goods ordered by the customer. For diagnostic services, the Company has one performance obligation, which is to provide the results of the laboratory test to the customer. Transaction Price For contract manufacturing and retail customers, the transaction price is fixed based upon either (i) the terms of a combined master agreement and each related purchase order, or (ii) if there is no master agreement, the price per individual purchase order received from each customer. The customers are invoiced at an agreed upon contractual price for each unit ordered and delivered by the Company. Revenue from retail customers is reduced for trade promotions, estimated sales returns and other allowances in the same period as the related sales are recorded. No such allowance is applicable to our contract manufacturing customers. We estimate potential future product returns and other allowances related to current period revenue. We analyze historical returns, current trends, and changes in customer and consumer demand when evaluating the adequacy of the sales returns and other allowances. We do not accept returns in the contract manufacturing revenue stream. Our return policy for retail customers accommodates returns for (i) discontinued products, (ii) store closings and (iii) products that have reached or exceeded their designated expiration date. We do not impose a period of time during which product may be returned. All requests for product returns must be submitted to us for pre-approval. We will not accept return requests pertaining to customer inventory “Overstocking” or “Resets”. We will accept return requests only for products in their intended package configuration. We reserve the right to terminate shipment of product to customers who have made unauthorized deductions contrary to our return policy or pursue other methods of reimbursement. We compensate the customer for authorized returns by means of a credit applied to amounts. Accrued advertising and other allowances operations as of June 30, 2021 included (i) $ 321,000 for estimated returns and allowances, which is reported as a liability and (ii) $ 214,000 for cooperative and incentive promotion costs, which is also reported as a liability. As of December 31, 2020, accrued advertising and other allowances included (i) $ 291,000 for estimated returns, which is reported as a liability and (ii) $ 463,000 for cooperative and incentive promotion costs, which was also reported as a liability. For our diagnostic services business, a revenue transaction is initiated when we receive a requisition order to perform a diagnostic test. The information provided on the requisition form is used to determine the party that will be billed for the testing performed and the expected reimbursement. We provide diagnostic services to a range of customers, including health plans, government agencies and consumers. In many cases, the customer that orders our services is not responsible for paying for these services. Depending on the billing arrangement and applicable law, the payer may be the patient or a third party, such as a health plan, Medicare or Medicaid program and other government reimbursement programs. We bill the providers at standard price and take into consideration negotiated discounts and anticipated reimbursement remittance adjustments based on, the payer portfolio, when revenue is recorded. We use the most expected value method to estimate the transaction price for reimbursements that vary from the listed contract price. Recognize Revenue When the Company Satisfies a Performance Obligation Performance obligations related to contract manufacturing and retail customers are satisfied at a point in time when the goods are shipped to the customer as (i) we have transferred control of the assets to the customers upon shipping, and (ii) the customer obtains title and assumes the risks and rewards of ownership after the goods are shipped. For diagnostic services, the Company satisfies its performance obligation at the point in time that the results are made available to the customer, which is when the customer benefits from the information contained in the results and obtains control. Contract Balances As of June 30, 2021 and December 31, 2020, we have deferred revenue of $ 233,000 and $ 331,000 , respectively, in relation to R&D stability and release testing programs recognized as contract manufacturing revenue. Deferred revenues primarily consist of amounts that have been billed to or received from customers in advance of revenue recognition and prepayments received from customers in advance of services performed for the R&D work. We recognize deferred revenues as revenues when the services are performed and the corresponding revenue recognition criteria are met. Customer prepayments are generally applied against invoices issued to customers when services are performed and billed. The following table disaggregates our deferred revenue by recognition period (in thousands): Schedule of Deferred Revenue As of As of Recognition Period 0-12 Months $ 112 $ 169 13-24 Months 74 84 Over 24 Months 47 78 Total $ 233 $ 331 Disaggregation of Revenue We disaggregate revenue from contracts with customers into three categories: contract manufacturing, retail customers and diagnostic services. We determined that disaggregating revenue into these categories achieves the disclosure objective to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The following table disaggregates our revenue by revenue source for the three and six Schedule of Disaggregation by Revenue For the three months ended For the six months ended Revenue by Customer Type June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Contract manufacturing $ 1,041 $ 3,472 $ 2,949 $ 5,195 Retail and others 565 151 1,190 316 Diagnostic services 7,536 - 20,274 - Total revenue $ 9,142 $ 3,623 $ 24,413 $ 5,511 Customer Consideration The Company makes payments to certain diagnostic services customers for distinct services that approximate fair value for those services. Such services include specimen collection, the collection and delivery of insurance and patient information necessary for billing and collection, logistics services, as well as other information requirements. Consideration associated with specimen collection services is classified in cost of revenues and the remaining costs are classified as diagnostic expenses within operating expenses in the accompanying statement of operations. Diagnostic services cost of revenue includes specimen collection payments to customers and other costs incurred in connection with the company operated laboratories, including reagent and other raw material costs, direct and indirect labor and other laboratory facility overhead (see Note 14, Segment Information). Shipping and Handling Activities We account for shipping and handling activities that we perform as activities to fulfill the promise to transfer the goods. Advertising and Incentive Promotions Advertising and incentive promotion costs are expensed within the period in which they are utilized. Advertising and incentive promotion expense is comprised of (i) media advertising, presented as part of sales and marketing expense, (ii) cooperative incentive promotions and coupon program expenses, which are accounted for as part of net sales, and (iii) free product, which is accounted for as part of cost of sales. Advertising and incentive promotion expenses incurred for the three months ended June 30, 2021 and 2020 were $ 111,000 and $ 49,000 , respectively. Advertising and incentive promotion expenses incurred for the six months ended June 30, 2021 and 2020 were $ 279,000 and $ 96,000 , respectively. Share-Based Compensation We recognize all share-based payments to employees and directors, including grants of stock options, as compensation expense in the financial statements based on their fair values. Fair values of stock options are determined through the use of the Black-Scholes option pricing model. The compensation cost is recognized as an expense over the requisite service period of the award, which usually coincides with the vesting period. We account for forfeitures as they occur. Stock and stock options to purchase our common stock have been granted to employees pursuant to the terms of certain agreements and stock option plans. Stock options are exercisable during a period determined by us, but in no event later than seven years from the date granted. For the three months ended June 30, 2021 and 2020, we charged to operations $ 1,076,000 and $ 198,000 , respectively, for share-based compensation expense associated with vesting of outstanding equity awards. 1,504,000 396,000 respectively, for share-based compensation expense associated with vesting of outstanding equity awards. Research and Development (“R&D”) R&D costs are charged to operations in the period incurred. R&D costs incurred for the three months ended June 30, 2021 and 2020 were $ 93,000 and $ 65,000 , respectively. R&D costs are principally related to personnel expenses and new product development initiatives and costs associated with our OTC health care products, dietary supplements and validation fees in association with the diagnostic services business including the validation work of the diagnostic services business Income Taxes We utilize the asset and liability approach, which requires the recognition of deferred tax assets and liabilities for the future tax consequences of events that have been recognized in our financial statements or tax returns. In estimating future tax consequences, we generally consider all expected future events other than enactments of changes in the tax law or rates. Until sufficient taxable income to offset the temporary timing differences attributable to operations and the tax deductions attributable to option, warrant and stock activities are assured, a valuation allowance equaling the total deferred tax asset is being provided. We utilize a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than fifty percent likely of being realized upon ultimate settlement. Any interest or penalties related to income taxes will be recorded as interest or administrative expense, respectively. As a result of our historical losses from continuing operations, we have recorded a full valuation allowance against a net deferred tax asset. Additionally, we have not recorded a liability for unrecognized tax benefit. Recently Issued Accounting Standards, Not Yet Adopted In September 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326). The ASU sets forth a “current expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets m |
Business Acquisition
Business Acquisition | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisition | Note 3 – Business Acquisition On October 23, 2020, we completed the acquisition of all of the issued and outstanding shares of capital stock of CPM for approximately $ 2.5 million in cash, subject to certain adjustments, pursuant to the terms of a Stock Purchase Agreement, by and among the Company, CPM, Pride Diagnostics LLC (“Pride Diagnostics”) and the members of Pride Diagnostics (together with Pride Diagnostics, the “Seller Parties”), and Arvind Gurnani, as representative of the Seller Parties. CPM (now known as ProPhase Diagnostics NJ, Inc.) owns a 4,000 square foot (CLIA) accredited laboratory located in Old Bridge, New Jersey. On October 23, 2020, we entered into a Consulting Agreement with Mr. Gurnani for a six-month period for an aggregate total of $ 300,000 , which was subsequently terminated after two months of service. Based on the preliminary valuation, the total consideration of $ 2.5 million has been allocated to assets acquired and liabilities assumed based on their respective fair values as follows (amount in thousands): Schedule of Assets Acquired and Liabilities Assumed Clinical lab material $ 180 Lab equipment 112 Definite-lived intangible asset 1,307 Total assets acquired 1,599 Liabilities assumed - Net identifiable assets acquired 1,599 Goodwill 901 Total consideration $ 2,500 Goodwill has been measured as the excess of the total consideration over the amounts assigned to the identifiable assets acquired and liabilities assumed in the amount of $ 901 ,000, which was primarily related to the acquisition of the assembled workforce. Other definite-lived intangible asset of approximate $ 1.3 million were related to the CLIA license, which was determined to have an estimated useful life of three years. The Company recognized $ 109,000 and $ 207,000 amortization expense during the three and six months June 30, 2021, respectively. The preliminary purchase price allocation is adjusted, as necessary, up to one year after the acquisition closing date if management obtains more information regarding asset valuations and liabilities assumed. |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Note 4 – Property, Plant and Equipment The components of property and equipment are as follows (in thousands): Schedule of Property, Plant and Equipment June 30, 2021 December 31, 2020 Estimated Useful Life Land $ 352 $ 352 Building improvements 1,859 1,729 10 - 39 years Machinery 4,669 4,441 3 - 7 years Lab equipment 4,316 1,002 3 - 7 years Computer equipment 1,182 881 3 - 5 years Furniture and fixtures 457 194 5 years 12,835 8,599 Less: accumulated depreciation (5,921 ) (5,021 ) Total property, plant and equipment, net $ 6,914 $ 3,578 Depreciation expense incurred for the six months ended June, 2021 and 2020 was $ 900,000 and $ 167,000 , respectively. Depreciation expense for the three months ended June 30, 2021 and 2020 was $ 474,000 and $ 900,000 , respectively. |
Unsecured Convertible Promissor
Unsecured Convertible Promissory Notes Payable | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Unsecured Convertible Promissory Notes Payable | Note 5 – Unsecured Convertible Promissory Notes Payable On September 15, 2020 , we issued two unsecured, partially convertible, promissory notes (the “September 2020 Notes”) for an aggregate principal amount of $ 10 million to two investors (collectively, the “Lenders”). The September 2020 Notes are due and payable on September 15, 2023, and accrue interest at a rate of 10 % per year from the closing date, payable on a quarterly basis, until the September 2020 Notes are repaid in full. We have the right to prepay the September 2020 Notes at any time after the 13 month anniversary of the closing date after providing written notice to the Lenders, and may prepay the September 2020 Notes prior to such time with the consent of the Lenders. The Lenders have the right, at any time, and from time to time, on and after the 13-month anniversary of the closing date to convert up to an aggregate of $ 3.0 million of the September 2020 Notes into common stock of the Company at a conversion price of $ 3.00 per share. Repayment of the September 2020 Notes has been guaranteed by our wholly-owned subsidiary, PMI. The September 2020 Notes contain customary events of default. If a default occurs and is not cured within the applicable cure period or is not waived, any outstanding obligations under the September 2020 Notes may be accelerated. The September 2020 Notes also contain certain restrictive covenants which, among other things, restrict our ability to create, incur, assume or permit to exist, directly or indirectly, any lien (other than certain permitted liens described in the September 2020 Notes) securing any indebtedness of the Company, and prohibits us from distributing or reinvesting the proceeds from any divestment of assets (other than in the ordinary course) without the prior approval of the Lenders. For the six months ended June 30, 2021 and 2020, we incurred $ 574,000 and $ 0 , respectively, in interest expense under the September 2020 Notes and $ 323,000 and $ 0 for the three months ended June 30, 2021 and 2020. |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 6 – Stockholders’ Equity Our authorized capital stock consists of 50 million shares of common stock, $ 0.0005 par value, and one 0.0005 par value. Preferred Stock The preferred stock authorized under our certificate of incorporation may be issued from time to time in one or more series. As of June 30, 2021 and December 31, 2020, no shares of preferred stock have been issued. Common Stock Dividends On May 13, 2021, the Board declared a special cash dividend of $ 0.30 per share on the Company’s common stock to holders of record on May 25, 2021, resulting in the payment of $ 4.5 million to stockholders on June 3, 2021. In Fiscal 2020, no cash dividends were declared. Common Stock Registered Direct Offering On January 5, 2021, we entered into a securities purchase agreement with certain accredited investors and qualified institutional buyers, pursuant to which we issued and sold to the purchasers an aggregate of (i) 550,000 shares of our common stock, and (ii) warrants to purchase up to 275,000 shares of common stock in a registered direct offering. The shares and warrants were sold at a purchase price of $ 10.00 per share for net proceeds of $ 5.5 million. Each Warrant has an exercise price equal to $ 11.00 per share of common stock, will be exercisable at any time and from time to time, subject to certain conditions described in the Warrant, after the date of issuance, and will expire on the date that is three years from the date of issuance. The Shares and the Warrants are immediately separable and were issued separately. Public Offering On January 18, 2021, we entered into an underwriting agreement for the public offering of 3 million shares of common stock, at a price to the public of $ 12.50 per share. We also issued to the Underwriters warrants to purchase up to an aggregate of 180,000 shares of common stock (6% of the shares of common stock sold in the offering) at an exercise price of $ 15.625 per share (equal to 125% of the public offering price per share). On January 21, 2021, we completed the offering for net proceeds of $ 35.1 million, after deducting the underwriting discounts and commissions and estimated offering expenses. The 2010 Directors’ Equity Compensation Plan On May 20, 2021, the stockholders of the Company approved the Amended and Restated 2010 Directors’ Equity Compensation Plan (the “Amended 2010 Directors’ Plan”) at the 2021 Annual Meeting of Stockholders of the Company (the “2021 Annual Meeting”). The Amended 2010 Directors’ Plan had been previously approved by the board of directors of the Company on April 7, 2021, subject to stockholder approval at the 2021 Annual Meeting. The Amended 2010 Directors’ Plan provides for an increase in the number of shares reserved for issuance under the plan by 100,000 shares, from 675,000 shares to 775,000 shares. During the three and six months ended June 30, 2021, no shares of common stock and options were granted to our directors under the 2010 Directors’ Plan. During the three and six months ended June 30, 2020, 9,709 and 18,055 shares of common stock, respectively were granted to our directors under the 2010 Directors’ Plan. We recorded $ 35,000 of director fees during the six months ended June 30, 2020 in connection with these grants, which represented the fair value of the shares calculated based on the average closing price of our shares of common stock for the last five trading days of the quarter in which the Board fee was earned. At June 30, 2021, there were 200,000 options outstanding and there were 228,126 shares of common stock available to be issued pursuant to the terms of the 2010 Directors’ Plan. No stock options were exercised during the six months ended June 30, 2021. The 2010 Equity Compensation Plan On May 20, 2021, the stockholders of the Company approved the Amended and Restated 2010 Equity Compensation Plan (the “Amended 2010 Plan”) at the 2021 Annual Meetings. The Amended 2010 Plan had been previously approved by the board of directors of the Company on April 7, 2021, subject to stockholder approval at the 2021 Annual Meeting. The Amended 2010 Plan provides for an increase in the number of shares reserved for issuance under the plan by 1,000,000 shares, from 3,900,000 shares to 4,900,000 shares. There were 675,000 options granted under the 2010 Plan during the six months ended June 30, 2021 for a total fair value of $ 1,973,000 . As of June 30, 2021, there were 1,890,250 options outstanding and 340,659 options available to be issued pursuant to the terms of the 2010 Plan. We will recognize an aggregate of approximately $ 1,583,000 of remaining share-based compensation expense related to outstanding stock options over a weighted average period of 3.0 years. No stock options were exercised during the six months ended June 30, 2021. The 2018 Stock Incentive Plan On April 12, 2018, our stockholders approved the 2018 Stock Incentive Plan (the “2018 Stock Plan”). At April 12, 2018, all 2.3 million shares available for issuance under the 2018 Stock Plan have been granted in the form of a stock option with an initial exercise price of $ 3.00 per share, which are exercisable in 36 monthly installments, to Ted Karkus (the “CEO Option”), our Chief Executive Officer. No stock options have been exercised during the six months ended June 30, 2021 and 2020. The 2018 Plan requires certain proportionate adjustments to be made to stock options granted upon the occurrence of certain events, including a special distribution (whether in the form of cash, shares, other securities, or other property) in order to maintain parity. Accordingly, the Compensation Committee of the board of directors, as required by the terms of the 2018 Stock Plan, adjusted the terms of the CEO Option, such that the exercise price of the CEO Option was reduced from $3.00 per share to $ 2.00 per share , effective as of September 5, 2018, the date a special $ 1.00 special cash dividend was paid to the Company’s stockholders. The exercise price of the CEO Option was further reduced from $ 2.00 to $ 1.75 per share, effective as of January 24, 2019, the date a $ 0.25 special cash dividend was paid to the Company’s stockholders. The exercise price of the CEO Option was further reduced from $ 1.75 to $ 1.50 per share, effective as of December 12, 2019, the date another $ 0.25 special cash dividend was paid to Company’s stockholders. The exercise price of the CEO Option was further reduced from $ 1.50 to $ 1.20 per share, effective as of June 3, 2021 , the date another $ 0.30 special cash dividend was paid to Company’s stockholders. The following table summarizes stock options activity during the six months ended June 30, 2021 for the Amended 2010 Plan, the Amended 2010 Directors’ Plan and the 2018 Stock Plan (in thousands, except per share data): Schedule of Stock Options Activity Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Total Intrinsic Value Outstanding as of January 1, 2021 3,795 $ 2.21 3.4 $ 26,441 Granted 675 9.13 5.1 - Forfeited (92 ) 5.31 - - Outstanding as of June 30, 2021 4,378 $ 3.06 3.2 $ 16,182 Options vested and exercisable 3,573 $ 2.22 2.7 $ 15,183 The following table summarizes weighted average assumptions used in determining the fair value of the options at the date of grant during the six months ended June 30, 2021: Summary of Weighted Average Assumptions Used In Determining Fair Value of Options For the six months ended June 30, 2021 Exercise price $ 9.13 Expected term (years) 3.5 Expected stock price volatility 83 % Risk-free rate of interest 0.6 % Expected dividend yield (per share) 0 % During the six months ended June 30, 2021, we issued warrants to purchase 275,000 shares of common stock in a registered direct offering and warrants to purchase 180,000 shares of common stock to the underwriters in a public offering. The following table summarizes warrant activities during the six months ended June 30, 2021 (in thousands, except per share data). Schedule of Warrant Activity Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding as of January 1, 2021 450 $ 3.22 2.7 Warrants granted 455 12.83 3.0 Outstanding as of June 30, 2021 905 $ 8.05 2.4 Warrants vested and exercisable 815 $ 8.61 2.4 The following table summarizes weighted average assumptions used in determining the fair value of the warrants at the date of grant during the six months ended June 30, 2021: Summary of Weighted Average Assumptions Used in Determining Fair Value of Warrants For the six months ended June 30, 2021 Exercise price $ 12.83 Expected term (years) 3.0 Expected stock price volatility 81 % Risk-free rate of interest 0.2 % Expected dividend yield (per share) 0 % As of June 30, 2021, there were 905,000 warrants outstanding and we recognized $ 105,000 and $ 193,000 of share-based compensation expense during the three and six months ended June 30, 2021. We had no compensation expense during the six months ended June 30, 2020. |
Defined Contribution Plans
Defined Contribution Plans | 6 Months Ended |
Jun. 30, 2021 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plans | Note 7 – Defined Contribution Plans We maintain the ProPhase Labs, Inc. 401(k) Savings and Retirement Plan, a defined contribution plan for our employees. Our contributions to the plan are based on the amount of the employee plan contributions and compensation. Our contributions to the plan in the three and six months ended June 30, 2021 were $ 23,000 and $ 35,000 , respectively. Our contributions to the plan in the three and six months ended June 30, 2020 were $ 17,000 and $ 33,000 , respectively. |
Other Current Liabilities
Other Current Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | Note 8 – Other Current Liabilities The following table sets forth the components of other current liabilities at June 30, 2021 and December 31, 2020, respectively (in thousands): Schedule of Other Current Liabilities June 30, 2021 December 31, 2020 Accrued diagnostic services $ 4,353 $ - Accrued commissions 639 461 Accrued payroll 240 464 Accrued expenses 467 304 Accrued returns 321 291 Accrued income tax payable 8 8 Accrued benefits and vacation 71 34 Deferred revenue 112 169 Total other current liabilities $ 6,211 $ 1,731 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9– Commitments and Contingencies Man acturin A reement In connection with the asset purchase agreement, the Company and its wholly-owned subsidiary, PMI, entered into a manufacturing agreement (the “Manufacturing Agreement”) with Mylan Consumer Healthcare Inc. (formerly known as Meda Consumer Healthcare Inc.) (“MCH”) and Mylan Inc. (together with MCH, “Mylan”. Pursuant to the terms of the Manufacturing Agreement, Mylan (or an affiliate or designee) purchased the inventory of the Company’s Cold-EEZE® brand and product line, and PMI agreed to manufacture certain products for Mylan, as described in the Manufacturing Agreement, at prices that reflect current market conditions for such products and include an agreed upon mark-up on our costs. On May 1, 2021, the Manufacturing Agreement was assigned by Mylan to Nurya Brands, Inc. (“Nurya”) in connection with Nurya’s acquisitions of certain assets from Mylan, including the Cold-EEZE® brand and product line. Unless terminated sooner by the parties, the Manufacturing Agreement will remain in effect until March 29, 2022 . Thereafter, the Manufacturing Agreement may be renewed by Nurya for up to five successive one-year periods by providing notice of its intent to renew not less than 90 days prior to the expiration of the then-current term. Emplo ment A reement Obl ations: We have estimated future minimum obligations for an executive’s employment agreement over the next five years, including the remainder of Fiscal 2021, as follows (in thousands): Schedule of Estimated Future Minimum Obligations Employment Contracts 2021 $ 338 2022 675 2023 675 2024 675 2025 675 Total $ 3,038 Lit ation In the normal course of our business, we may be named as a defendant in legal proceedings. It is our policy to vigorously defend litigation or to enter into a reasonable settlements where management deems it appropriate. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Leases | Note 10 – Leases On October 23, 2020, we completed the acquisition of CPM. CPM (which is now known as ProPhase Diagnostics NJ, Inc.) is the lessee of a 4,000 square foot CLIA accredited laboratory located in Old Bridge, New Jersey, which ProPhase Diagnostics acquired as part of the transaction. The lease acquired is for a term of 24 months with a monthly base lease payment of $ 5,950 . On December 8, 2020, we entered into a Lease Agreement (the “New York Lease”) with BRG Office L.L.C. and Unit 2 Associates L.L.C. (the “Landlord”), pursuant to which the Company has agreed to lease certain premises located on the second floor (the “Leased Premises”) of 711 Stewart Avenue, Garden City, New York (the “Building”). The Leased Premises serve as the Company’s second laboratory location, offering a wide range of laboratory testing services for diagnosis, screening and evaluation of diseases, including COVID-19 and Respiratory Pathogen Panel Molecular tests. The New York Lease was effective as of December 8, 2020 and commenced in December 2020 when the facility was made available to us by the Landlord. Payments on the lease begin upon the date of the Landlord’s substantial completion of certain improvements to the Leased Premises (the “Commencement Date”), as set forth in the New York Lease. The initial term of the New York Lease is 10 years and seven months (the “Initial Term”), unless sooner terminated as provided in the New York Lease. We may extend the term of the New York Lease for one additional option period of five years. We have the option to terminate the New York Lease on the sixth anniversary of the Commencement Date, provided that we give the Landlord written notice not less than nine months and not more than 12 months in advance and that we pay the Landlord a termination fee as more particularly described in the New York Lease. The Landlord provided a construction allowance to the Company in an aggregate amount not to exceed $ 250,795 , to reimburse the Company for the cost of certain improvements to be made by the Company to the Leased Premises. For the first year of the New York Lease, we will pay a base rent of $ 56,963 per month (subject to a seven month abatement period), with a gradual rental rate increase of 2.75 % for each 12 month period thereafter in lieu of paying its proportionate share of common area operating expenses, culminating in a monthly base rent of $ 74,716 during the final months of the Initial Term. In addition to the monthly base rent, we are responsible for our proportionate share of real estate tax escalations in accordance with the terms of the New York Lease. We also have a right of first refusal to lease certain additional space located on the ground floor of the Building containing 4,500 square feet and 4,600 square feet, as more particularly described in the New York Lease. We also have a right of first offer to purchase the Building during the term of the New York Lease. At June 30, 2021, we had operating lease liabilities for the New York and New Jersey leases of approximately $ 4.9 million and right of use assets of approximately $ 4.6 million, which were included in the consolidated balance sheet. The following summarizes quantitative information about our operating leases (amounts in thousands): Summary of Quantitative Information About Operating Leases For the Six Months Ended June 30, 2021 Operating leases Operating lease cost $ 408 Variable lease cost - Operating lease expense 408 Short-term lease rent expense - Total rent expense $ 408 For the Six Months Ended June 30, 2021 Operating cash flows used in operating leases $ (36 ) Right-of-use assets obtained in exchange for operating lease liabilities $ - Weighted-average remaining lease term – operating leases (in years) 9.9 Weighted-average discount rate – operating leases 10.00 % Maturities of the Company’s operating leases, excluding short-term leases, are as follows (amounts in thousands): Schedule of Maturity of Operating Leases Remaing Months Ended December 31, 2021 $ 321 Year Ended December 31, 2022 774 Year Ended December 31, 2023 738 Year Ended December 31, 2024 747 Year Ended December 31, 2025 768 Thereafter 4,659 Total 8,007 Less present value discount (3,071 ) Operating lease liabilities $ 4,936 |
Significant Customers
Significant Customers | 6 Months Ended |
Jun. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
Significant Customers | Note 11– Significant Customers Revenue for the three months ended June 30, 2021 and 2020 was $ 9.1 million and $ 3.6 million, respectively. Two diagnostic services clients accounted for 24.9 % and 16.8 % of our revenue for the three months ended June 30, 2021. No contract manufacturing customer accounted for a significant portion of our revenue for the three months ended June 30, 2021. Three third-party contract manufacturing customers accounted for 58.7 %, 16.6 % and 12.2 %, respectively, of our revenue from continuing operations for the three months ended June 30, 2020. The loss of sales to any of these large customers could have a material adverse effect on our business operations and financial condition. Revenue for the six months ended June 30, 2021 and 2020 was $ 24.4 million and $ 5.5 million, respectively. Two diagnostic services clients accounted for 38.5 % and 24.0 %, respectively, of our revenue for the six months ended June 30, 2021. Two third-party contract manufacturing customers accounted for 55.2 % and 17.1 %, respectively, of our revenue for the six months ended June 30, 2020. The loss of sales to any of these large customers could have a material adverse effect on our business operations and financial condition. Three diagnostic services clients generated 38.9 %, 21.0 % and 10.2 % of our total reimbursement receivable balances from government agencies and healthcare issuers at June 30, 2021. Two consumer product customers represented 72.4 %, and 12.8 % of our total trade receivable balances at June 30, 2020. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Note 12 – Earnings (Loss) Per Share Basic earnings per share (“EPS”) excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or otherwise result in the issuance of common stock that shared in the earnings of the entity. Diluted EPS also utilizes the treasury stock method which prescribes a theoretical buy back of shares from the theoretical proceeds of all options outstanding during the period, and the if-converted method for convertible debt. The potentially anti-dilutive effect of stock options, warrants, and convertible debt for the three and six months ended June 30, 2021 was 3,024,000 and 3,393,000 shares, respectively. For the three and six months ended June 30, 2021, dilutive loss per share were the same as basic earnings per share due to the exclusion of Common Stock in the form of stock options (“Common Stock Equivalents”), which in a net loss position would have an anti-dilutive effect on loss per share. For the three months ended June 30, 2020, there were 2,307,000 Common Stock Equivalents that were in the money that were included in the fully diluted earnings per share computation. For the six months ended June 30, 2020, dilutive loss per share were the same as basic earnings per share due to the exclusion of Common Stock Equivalents, which in a net loss position would have an anti-dilutive effect on loss per share. |
Secured Promissory Note Receiva
Secured Promissory Note Receivable and Consulting Agreement | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Secured Promissory Note Receivable and Consulting Agreement | Note 13 – Secured Promissory Note Receivable and Consulting Agreement Consulting Agreement On September 25, 2020 (the “Effective Date”), we entered into a consulting agreement with a consultant (the “Consulting Agreement”). The Consulting Agreement was to be effective through September 1, 2022; provided, however, that we could terminate this agreement at any time on five days’ prior written notice. The consultant’s duties were to include, among other things, (i) identifying and introducing us to new opportunities in the medical technology and testing fields, (ii) assisting and advising us in acquiring one or more CLIA certified labs suitable for COVID-19 and other testing (“Test Labs”); (iii) assisting us in equipping and staffing any Test Labs acquired by us; (iv) advising and assisting in the operation of such Test Labs; (v) validating and obtaining certification of such Test Labs; and (vi) assisting us in obtaining a flow of business, orders and revenues from multiple sources in the industry, including but not limited to at least one significant, nation-wide manufacturer and distributor of COVID-19 saliva sample collection test kits (“COVID-19 Test Kits”). All compensation earned by the consultant would first be applied to the acceleration and prepayment of all sums due to us, including but not limited to sums due pursuant to the Amended and Restated Promissory Note (“Secured Note”) described below. Under the terms of the Consulting Agreement, the consultant would not be entitled to receive any payments pursuant to the Consulting Agreement unless and until the Secured Note was paid in full. The total compensation that the consultant would be entitled to earn or to receive under the Consulting Agreement (inclusive of amounts credited against the Secured Note) would be capped at $ 4.0 million. Promissory Note and Security Agreement On September 25, 2020 (the “Restatement Effective Date”), we entered into the Secured Note with the consultant, pursuant to which we loaned $ 3.0 million to the consultant described above (inclusive of $ 1.0 million in the aggregate previously loaned to the consultant, as described below). The Secured Note amended and restated in its entirety (i) that certain Promissory Note and Security Agreement, dated July 21, 2020 (the “Original July 21 Note”), pursuant to which we loaned $ 750,000 to the consultant and (ii) that certain Promissory Note and Security Agreement, dated July 29, 2020 (the “Original July 29 Note”, and, together with the Original July 21 Note, the “Original Notes”), pursuant to which we loaned $ 250,000 to the consultant. The Secured Note bears interest at a rate of 15 % per annum from and including the Restatement Effective Date until the principal amount is repaid in full plus any Principal Increases (as defined below) together with any accrued interest that has not been capitalized; provided, however 9 % above the rate of interest then applicable to the Secured Note. Interest under the Secured Note will be payable monthly in arrears on the first day of each month for the prior monthly period, as well as at maturity (whether upon demand, by acceleration or otherwise) (each such date, a “Payment Date”); provided, however, that prior to September 1, 2021, interest will be paid and capitalized in kind by increasing the principal amount of the Secured Note (any such increase, a “Principal Increase”) by an amount equal to the interest accrued on the principal amount (as increased by the Principal Increases) during the prior month. On each Payment Date commencing after September 1, 2021, in addition to payments of interest described in the preceding sentence, the consultant will also make payments on the principal amount of the loan equal to 1/36 of the then outstanding principal amount. The amount of the monthly payments will be equal to the amount required to amortize fully the outstanding principal amount of the loan, together with interest, over a period of 36 months . The entire remaining unpaid principal amount of the Secured Note, together with all accrued and unpaid interest thereon and all other amounts payable under the Secured Note, will be due and payable, if not sooner paid, on September 30, 2022 or an earlier date as a result of a maturity, whether by acceleration or otherwise. The Secured Note may be prepaid in full or in part at any time without penalty or premium. The Secured Note contains customary events of default. If a default occurs and is not cured within the applicable cure period or is not waived, any outstanding obligations under the Secured Note may be accelerated. The Secured Note contains customary representation and warranties and certain restrictive covenants which, among other things, restrict the consultant’s ability to (i) sell, transfer, finance, lease, license, or dispose of all or substantially all of its property or assets, liquidate, windup, or dissolve, (ii) acquire all or substantially all of the property or assets of, or the equity interests in, any other person, (iii) participate in any merger, consolidation, share exchange, division, conversion, reclassification, or other absorption or reorganization, (iv) except for those existing as of the Restatement Effective Date, create, incur, assume, permit, or suffer to exist any pledges, liens, security interests, and other encumbrances of its property or assets, whether now owned or hereafter owned or acquired, and (v) create, incur or permit to exist any debt that is senior to, or pari passu In order to secure the consultant’s obligations under the Secured Note, the consultant granted to the Company a continuing security interest in certain property and assets. Total interest income recorded in the three and six months ended June 30, 2021 was zero and $ 233,000 respectively. Amendment and Termination Agreement On January 14, 2021, we entered into an Amendment and Termination Agreement (the “Termination Agreement”) with the consultant pursuant to which the parties amended the Secured Note and the Consulting Agreement. Pursuant to the terms of the Termination Agreement, the Company loaned an additional $ 1 million to the consultant in consideration for the termination of the Consulting Agreement and termination of the Company’s obligation to pay the consultant additional consulting fees beyond the $ 250,000 already earned by the consultant under the Consulting Agreement. As a result, the initial principal amount due under the Secured Note was increased from $ 2.75 million to $ 3.75 million plus all accrued and unpaid interest arising under the Secured Note through and including January 14, 2021. Under the terms of the Termination Agreement, the consultant will sell and process its viral test by RT-PCR (together with other viral and other types of tests). Until the Secured Note is paid in full, each COVID-19 Test Kit sold or processed from and after January 14, 2021, and for which payment of at least the specified amount as defined for the test, is received by the consultant, the consultant will pay us a specified amount (the “Test Fee”). The total payments will not exceed the aggregate amounts due under the Secured Note and shall be applied first to interest and other amounts due under the Secured Note and then to the then-current outstanding principal. Test Fees will be due and payable on the 10th business day after the end of each month commencing in February, 2021, and until the Secured Note is paid in full. We received the first payment in the amount of $ 95,000 with respect to the Test Fees from January 15 through February 2021. On June 25, 2021, we were issued 1,260,619 common shares of the consultant with a fair value of $ 315,000 as an interest payment with respect to the Test Fees from March through June, 2021. On each payment date commencing on or after September 1, 2021, in addition to payments of the Test Fees described above, the consultant will also make payments in an amount equal to the greater of (x) the Test Fee, or (y) 1/36th of the then outstanding principal amount together with interest thereon and interest accruing on the Secured Note, in accordance with the Secured Note. Accordingly, commencing on September 1, 2021, the minimum number of monthly payments due and payable will be equal to the amount required to amortize fully the outstanding principal amount of the Secured Note, together with interest over a period of 36 months with level monthly payments. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Note 14 – Segment Information The Company has identified two operating segments, diagnostic services and consumer products, based on the manner in which the Company’s CEO as CODM assesses performance and allocates resources across the organization. The operating segments are organized in a manner that depicts the difference in revenue generating synergies that include the separate processes, profit generation and growth of each segment. The diagnostic services segment provides COVID-19 diagnostic information services to a broad range of customers in the United States, including health plans, third party payers and government organizations. The consumer products segment is engaged in the research, development, manufacture, distribution, marketing and sale of OTC consumer healthcare products and dietary supplements in the United States. The unallocated corporate expenses mainly included professional fees associated with the public company. The following table is a summary of segment information for three and six months ended June 30, 2021 and 2020 (amounts in thousands): Schedule of Segment Information June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 For the three months ended For the six months ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Net revenues Diagnostic services $ 7,537 $ - $ 20,274 $ - Consumer products 1,605 3,623 4,139 5,511 Consolidated net revenue 9,142 3,623 24,413 5,511 Cost of revenue Diagnostic services 3,479 - 7,824 - Consumer products 1,197 2,344 3,196 3,817 Consolidated cost of revenue 4,676 2,344 11,020 3,817 Depreciation and amortization expense Diagnostic services 392 - 737 - Consumer products 3 5 6 10 Total Depreciation and amortization expense 395 5 743 10 Operating and other expenses 5,466 1,204 12,988 2,423 Income (loss) from continuing operations, before income taxes Diagnostic services 1,164 - 4,004 - Consumer products 540 1,274 505 1,684 Unallocated corporate (3,099 ) (1,204 ) (4,847 ) (2,423 ) Total income (loss) from continuing operations, before income taxes (1,395 ) 70 (338 ) (739 ) Net income (loss) $ (1,395 ) $ 70 $ (338 ) $ (739 ) The following table is a summary of segment balance sheets information as of June 30, 2021 and December 31, 2020 (in thousands): June 30, December 31, 2021 2020 ASSETS Diagnostic services $ 32,222 $ 13,410 Consumer products 5,294 6,261 Unallocated corporate 38,807 11,734 Total assets $ 76,323 $ 31,405 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 – Subsequent Events On August 10, 2021, the Company and its wholly-owned subsidiary, ProPhase Precision Medicine, Inc. (“ProPhase Precision”), entered into and closed a Stock Purchase Agreement (the “Nebula Stock Purchase Agreement”) with Nebula Genomics, Inc., a privately owned personal genomics company (“Nebula”), each of the stockholders of Nebula (the “Seller Parties”), and Kamal Obbad, as Seller Party Representative. Pursuant to the terms of the Nebula Stock Purchase Agreement, ProPhase Precision acquired all of the issued and outstanding shares of common stock of Nebula (the “Nebula Shares”) from the Seller Parties, for an aggregate purchase price of approximately $ 14.6 7.46 1,080,000 February 23, 2023 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial statements and the rules of the Securities and Exchange Commission (“SEC”) applicable to interim financial statements, and therefore do not include all disclosures that might normally be required for financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying unaudited condensed consolidated financial statements have been prepared by management without audit and should be read in conjunction with our audited consolidated financial statements, including the notes thereto, appearing in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. In the opinion of management, all adjustments necessary for a fair presentation of the consolidated financial position, consolidated results of operations and other comprehensive loss and consolidated cash flows, for the periods indicated, have been made. The results of operations for the six months ended June 30, 2021 are not necessarily indicative of operating results that may be achieved over the course of the full year. |
Segments | Segments Operating segments are defined as components of an enterprise that engage in business activities for which separate financial information is available and is evaluated by the Chief Operating Decision Maker (“CODM”), which for the Company is its Chief Executive Officer, in deciding how to allocate resources and assess performance. For the six months ended June 30, 2021, we maintain two operating segments: diagnostic services and consumer products. For the six months ended June 30, 2020, we only had the consumer products operating segment. (see Note 14, Segment Information). |
Business and Liquidity Uncertainties | Business and Liquidity Uncertainties For the six months ended June 30, 2021, our net revenues were derived from both our diagnostic services and consumer products segments. For the six months ended June 30, 2020, our net revenues were derived solely from our consumer products segment. The diagnostic service business commenced in December 2020 and expanded in February 2021 with the opening of our new Garden City, New York CLIA accredited laboratory. Our diagnostic service business is and will continue to be influenced by the level of demand for COVID-19 and other diagnostic testing, the price we are able to receive for performing our testing services, and the length of time for which that demand persists, as well as the availability of COVID-19 testing from other laboratories and the period of time for which we are able to serve as an authorized laboratory offering COVID-19 testing under various Emergency Use Authorizations. While our revenues increased for the six months ended June 30, 2021 as a result of our new diagnostic services business line, we have made and will continue to make substantial investments to secure the necessary equipment, supplies and personnel to provide these testing services. There can be no assurance that our efforts to offer and perform COVID-19 or other diagnostic testing will be successful in the future or that the revenue and operating profits from such business will increase or maintain their current level. There are still numerous uncertainties associated with the COVID-19 pandemic, including the efficacy of the vaccines that have been developed to treat the virus and their ability to protect against new strains of the virus, people’s willingness to receive a vaccine, possible resurgences of the coronavirus and/or new strains of the virus, the extent and duration of protective and preventative measures that may be adopted by local, state and/or the federal government in the future as a result of future outbreaks, the duration of any future business closures, the ongoing impact of COVID-19 on the U.S. and world economy and consumer confidence, and various other uncertainties. The COVID-19 pandemic has also had a negative impact on the global capital markets and economies worldwide and could ultimately have a material adverse impact on our ability to raise capital needed to operate our business. Our consumer sales are influenced by and subject to (i) the timing of acceptance of our TK Supplements ® |
Use of Estimates | Use of Estimates The preparation of financial statements and the accompanying notes thereto, in conformity with GAAP, requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the respective reporting periods. Examples include the provision for bad debt, sales returns and allowances, diagnostic services reimbursements, inventory obsolescence, useful lives of property and equipment, impairment of goodwill, intangibles and property and equipment, income tax valuations and assumptions related to accrued advertising. These estimates and assumptions are based on historical experience, current trends and other factors that management believes to be relevant at the time the financial statements are prepared. Management reviews the accounting policies, assumptions, estimates and judgments on a quarterly basis. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. Cash equivalents include cash on hand and monies invested in money market funds. The carrying amount approximates the fair market value due to the short-term maturity of these securities. |
Marketable Debt Securities | Marketable Debt Securities We have classified our investments in marketable debt securities as available-for-sale and as a current asset. Our investments in marketable debt securities are carried at fair value, with unrealized gains an as a separate component of stockholders’ equity. Realized gains and losses from our marketable debt securities are recorded as interest income (expense). These investments in marketable debt securities, carry maturity dates between one and three years from date of purchase and interest rates of 0.94 % to 3.35 % during the first two quarters of Fiscal 2021. For the three and six months ended June 30, 2021, we reported unrealized losses of $ 67,000 and $ 78,000 , respectively. Unrealized gains and losses are classified as other comprehensive loss and the cost is determined on a specific identification basis. The following is a summary of the components of our marketable debt securities and the underlying fair value input level tier hierarchy (see fair value of financial instruments) (in thousands): Summary of Components of Marketable Securities As of June 30, 2021 Amortized Unrealized Fair Cost Losses Value U.S. government obligations $ 2,556 $ (22 ) $ 2,534 Corporate obligations 15,628 (67 ) 15,561 $ 18,184 $ (89 ) $ 18,095 As of December 31, 2020 Amortized Unrealized Fair Cost Losses Value U.S. government obligations $ 1,021 $ (7 ) $ 1,014 Corporate obligations 629 (4 ) 625 $ 1,650 $ (11 ) $ 1,639 We believe that the unrealized gains or losses generally are the result of a change in the risk premiums required by market participants rather than an adverse change in cash flows or a fundamental weakness in the credit quality of the issuer or underlying assets. |
Marketable Equity Securities | Marketable Equity Securities Marketable equity securities are recorded at fair value in the consolidated balance sheets. The change in fair value of marketable equity securities is recognized within other non-operating income, net in the consolidated statements of income. On June 25, 2021, we were issued 1,260,619 common shares (the “Investment Shares”) by the consultant as an interest payment under the Secured Note (see note 13) with a fair value of $ 315,000 . The fair value of the Investment Shares as of June 30, 2021 was based upon the closing stock price of $ 0.38 per share. The investment was classified as a Level 1 financial instrument. We recorded a $ 164,000 increase in fair value of investment securities for the six months ended June 30, 2021. |
Inventories, net | Inventories, net Inventory is valued at the lower of cost, determined on a first-in, first-out basis (FIFO), or net realizable value. Inventory items are analyzed to determine cost and the net realizable value and appropriate valuation adjustments are then established. At June 30, 2021 and December 31, 2020, the financial statements include non-cash adjustments to adjust inventory for excess, obsolete or short-dated shelf-life inventory by $ 87,000 and $ 167,000 , respectively. The components of inventory are as follows (in thousands): Schedule of Components of Inventory June 30, December 31, 2021 2020 Diagnostic services testing material $ 13,240 $ 1,028 Raw materials 1,249 1,404 Work in process 345 437 Finished goods 335 170 Inventory, net $ 15,169 $ 3,039 |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are recorded at cost. We use the straight-line method in computing depreciation for financial reporting purposes. Depreciation expense is computed in accordance with the following ranges of estimated asset lives: building and improvements – ten to thirty-nine years; machinery and equipment including lab equipment – three to seven years; computer equipment and software – three to five years; and furniture and fixtures – five years We did not identify any indicators of our property, plant and equipment for the six months ended June 30, 2021 and 2020 and concluded there were no impairments or changes in useful lives. |
Concentration of Risks | Concentration of Risks Future revenues, costs, margins and profits will continue to be influenced by our ability to maintain our manufacturing availability and capacity together with our marketing and distribution capabilities and the regulatory requirements associated with the development of OTC consumer healthcare products, dietary supplements and other remedies in order to compete on a national level and/or international level. Our diagnostic services business will be influenced by demand for our diagnostic testing services, particularly COVID-19, as well as our marketing and service capabilities and regulatory requirements associated with operating under and maintaining our CLIA license. Our business is subject to federal and state laws and regulations adopted for the health and safety of users of our products. The manufacturing and distribution of OTC healthcare and dietary supplement products are subject to regulations by various federal, state and local agencies, including the Food and Drug Administration (“FDA”) and, as applicable, the Homeopathic Pharmacopoeia of the United States. The FDA is also responsible for the regulation of diagnostic testing instruments, test kits, reagents and other devices used by clinical laboratories. Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash investments, marketable debt securities, and trade accounts receivable. Our marketable securities are fixed income investments, which are highly liquid and can be readily purchased or sold through established markets. We maintain cash and cash equivalents with certain major financial institutions. As of June 30, 2021, our cash and cash equivalents balance were $ 17.7 million and our bank balance was $ 17.9 million. Of the total bank balance, $ 0.5 million was covered by federal depository insurance and $ 17.4 million was uninsured at June 30, 2021. Accounts receivable subject us to credit risk concentrations from time-to-time. We extend credit to our consumer healthcare product customers based upon an evaluation of the customer’s financial condition and credit history and generally do not require collateral. Our diagnostic services receivable credit risk is based on payer reimbursement experience, which includes government agencies and healthcare insurers, the period the receivables have been outstanding and the historical collection. The collectability of the diagnostic services receivables is also directly linked to the quality of our billing processes, which depend on information provided and billing services of third parties. These credit concentrations impact our overall exposure to credit risk, which could be further affected by changes in economic, regulatory or other conditions that may impact the timing and collectability of trade receivables and diagnostic test receivables. Additionally, the reimbursement receivables from the diagnostic service business are subject to billing errors and related disputes. We also assess the financial condition of the debtor under the Secured Note (see Note 13), balances due to us and other factors, and based on this assessment, we did not offset our note receivable with an allowance at June 30, 2021 and June 30, 2020. |
Leases | Leases At the inception of an arrangement, we determine whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Most leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and short-term and long-term lease liabilities, as applicable. We have elected not to recognize on the balance sheet leases with terms of 12 months or less. We typically only include an initial lease term in its assessment of a lease arrangement. Options to renew a lease are not included in our assessment unless there is reasonable certainty that we will renew. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the right-of-use asset may be required for items such as incentives received. The interest rate implicit in our leases is typically not readily determinable. As a result, we utilize our incremental borrowing rate, which reflects the fixed rate at which we could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term and in a similar economic environment (see Note 10, Lease). The components of a lease should be allocated between lease components (e.g., land, building, etc.) and non-lease components (e.g., common area maintenance, consumables, etc.). The fixed and in-substance fixed contract consideration (including any consideration related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components. |
Goodwill and Long-lived Assets | Goodwill and Long-lived Assets We review our goodwill at least annually for impairment as well as the carrying value of goodwill and our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be fully recoverable. When it is determined that the carrying amount of long-lived assets or goodwill is impaired, impairment is measured by comparing an asset’s estimated fair value to its carrying value. The determination of fair value is based on quoted market prices in active markets, if available, or independent appraisals; sales price negotiations; or projected future cash flows discounted at a rate determined by management to be commensurate with our business risk. The estimation of fair value utilizing discounted forecasted cash flows includes significant judgments regarding assumptions of revenue, operating and marketing costs; selling and administrative expenses; interest rates; property and equipment additions and retirements; and industry competition, general economic and business conditions, among other factors. Management has determined that there was no impairment to our long-lived assets and goodwill on the basis of a review of a discounted cash flow analysis, which for goodwill is performed at the level of the subsidiaries to which the goodwill relates. There were no events or circumstances that required an assessment to be performed on our long-lived assets with definite lives. If there is a material change in the assumptions used in the determination of fair value or a material change in the conditions or circumstances influencing fair value, we could be required to recognize a material impairment charge. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments We measures assets and liabilities at fair value based on expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale date of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: ● Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts of our financial assets and liabilities, such as cash, accounts receivable, accounts payable, secured note receivable and unsecured note payable, approximate their fair values because of the current nature of these instruments. We account for our marketable securities at fair value, with the net unrealized gains or losses of marketable debt securities reported as a component of accumulated other comprehensive income or loss and marketable equity change in fair value reported on the condensed consolidated statement of operations (see note 13, Secured Promissory Note Receivable and Consulting Agreement). The components of marketable securities and are as follows (in thousands): Schedule of Fair Value of Financial Instruments As of June 30, 2021 Level 1 Level 2 Level 3 Total Marketable debt securities U.S. government obligations $ - $ 2,534 $ - $ 2,534 Corporate obligations - 15,561 - 15,561 Marketable equity securities 479 - - 479 $ 479 $ 18,095 $ - $ 18,574 As of December 31, 2020 Level 1 Level 2 Level 3 Total Marketable debt securities U.S. government obligations $ - $ 1,014 $ - $ 1,014 Corporate obligations - 625 - 625 $ - $ 1,639 $ - $ 1,639 There were no transfers of marketable debt securities between Levels 1, 2 or 3 for the six months ended June 30, 2021. |
Revenue Recognition | Revenue Recognition We recognize revenue that represents the transfer of promised goods or services to customers at an amount that reflects the consideration that is expected to be received in exchange for those goods or services. We recognize revenue when performance obligations with our customers have been satisfied. At contract inception, we evaluate the contract to determine if revenue should be recognized using the following five steps: (1) identify the contract with the customer; (2) identify the performance obligations; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. We had historically generated sales principally through two types of customers, contract manufacturing and retail customers for our consumer products. Sales from product shipments to contract manufacturing and retailer customers are recognized at the time ownership is transferred to the customer. As of December 2020, we also began generating revenues through diagnostic services. Revenue from diagnostic services is recognized when the results are made available to the customer. Net revenues from consumer products were $ 1.6 million and $ 4.1 million for the three and six months ended June 30, 2021, respectively. Net revenue from diagnostic services was $ 7.5 million and $ 20.3 million for the three and six months ended June 30, 2021, respectively. Net revenues for consumer products were $ 3.6 million and $ 5.5 million and zero sales from diagnostic services for the three and six months ended June 30, 2020, respectively. The Company’s performance obligation for contract manufacturing and retail customers is to provide the goods ordered by the customer. For diagnostic services, the Company has one performance obligation, which is to provide the results of the laboratory test to the customer. Transaction Price For contract manufacturing and retail customers, the transaction price is fixed based upon either (i) the terms of a combined master agreement and each related purchase order, or (ii) if there is no master agreement, the price per individual purchase order received from each customer. The customers are invoiced at an agreed upon contractual price for each unit ordered and delivered by the Company. Revenue from retail customers is reduced for trade promotions, estimated sales returns and other allowances in the same period as the related sales are recorded. No such allowance is applicable to our contract manufacturing customers. We estimate potential future product returns and other allowances related to current period revenue. We analyze historical returns, current trends, and changes in customer and consumer demand when evaluating the adequacy of the sales returns and other allowances. We do not accept returns in the contract manufacturing revenue stream. Our return policy for retail customers accommodates returns for (i) discontinued products, (ii) store closings and (iii) products that have reached or exceeded their designated expiration date. We do not impose a period of time during which product may be returned. All requests for product returns must be submitted to us for pre-approval. We will not accept return requests pertaining to customer inventory “Overstocking” or “Resets”. We will accept return requests only for products in their intended package configuration. We reserve the right to terminate shipment of product to customers who have made unauthorized deductions contrary to our return policy or pursue other methods of reimbursement. We compensate the customer for authorized returns by means of a credit applied to amounts. Accrued advertising and other allowances operations as of June 30, 2021 included (i) $ 321,000 for estimated returns and allowances, which is reported as a liability and (ii) $ 214,000 for cooperative and incentive promotion costs, which is also reported as a liability. As of December 31, 2020, accrued advertising and other allowances included (i) $ 291,000 for estimated returns, which is reported as a liability and (ii) $ 463,000 for cooperative and incentive promotion costs, which was also reported as a liability. For our diagnostic services business, a revenue transaction is initiated when we receive a requisition order to perform a diagnostic test. The information provided on the requisition form is used to determine the party that will be billed for the testing performed and the expected reimbursement. We provide diagnostic services to a range of customers, including health plans, government agencies and consumers. In many cases, the customer that orders our services is not responsible for paying for these services. Depending on the billing arrangement and applicable law, the payer may be the patient or a third party, such as a health plan, Medicare or Medicaid program and other government reimbursement programs. We bill the providers at standard price and take into consideration negotiated discounts and anticipated reimbursement remittance adjustments based on, the payer portfolio, when revenue is recorded. We use the most expected value method to estimate the transaction price for reimbursements that vary from the listed contract price. Recognize Revenue When the Company Satisfies a Performance Obligation Performance obligations related to contract manufacturing and retail customers are satisfied at a point in time when the goods are shipped to the customer as (i) we have transferred control of the assets to the customers upon shipping, and (ii) the customer obtains title and assumes the risks and rewards of ownership after the goods are shipped. For diagnostic services, the Company satisfies its performance obligation at the point in time that the results are made available to the customer, which is when the customer benefits from the information contained in the results and obtains control. Contract Balances As of June 30, 2021 and December 31, 2020, we have deferred revenue of $ 233,000 and $ 331,000 , respectively, in relation to R&D stability and release testing programs recognized as contract manufacturing revenue. Deferred revenues primarily consist of amounts that have been billed to or received from customers in advance of revenue recognition and prepayments received from customers in advance of services performed for the R&D work. We recognize deferred revenues as revenues when the services are performed and the corresponding revenue recognition criteria are met. Customer prepayments are generally applied against invoices issued to customers when services are performed and billed. The following table disaggregates our deferred revenue by recognition period (in thousands): Schedule of Deferred Revenue As of As of Recognition Period 0-12 Months $ 112 $ 169 13-24 Months 74 84 Over 24 Months 47 78 Total $ 233 $ 331 Disaggregation of Revenue We disaggregate revenue from contracts with customers into three categories: contract manufacturing, retail customers and diagnostic services. We determined that disaggregating revenue into these categories achieves the disclosure objective to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The following table disaggregates our revenue by revenue source for the three and six Schedule of Disaggregation by Revenue For the three months ended For the six months ended Revenue by Customer Type June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Contract manufacturing $ 1,041 $ 3,472 $ 2,949 $ 5,195 Retail and others 565 151 1,190 316 Diagnostic services 7,536 - 20,274 - Total revenue $ 9,142 $ 3,623 $ 24,413 $ 5,511 Customer Consideration The Company makes payments to certain diagnostic services customers for distinct services that approximate fair value for those services. Such services include specimen collection, the collection and delivery of insurance and patient information necessary for billing and collection, logistics services, as well as other information requirements. Consideration associated with specimen collection services is classified in cost of revenues and the remaining costs are classified as diagnostic expenses within operating expenses in the accompanying statement of operations. Diagnostic services cost of revenue includes specimen collection payments to customers and other costs incurred in connection with the company operated laboratories, including reagent and other raw material costs, direct and indirect labor and other laboratory facility overhead (see Note 14, Segment Information). Shipping and Handling Activities We account for shipping and handling activities that we perform as activities to fulfill the promise to transfer the goods. |
Advertising and Incentive Promotions | Advertising and Incentive Promotions Advertising and incentive promotion costs are expensed within the period in which they are utilized. Advertising and incentive promotion expense is comprised of (i) media advertising, presented as part of sales and marketing expense, (ii) cooperative incentive promotions and coupon program expenses, which are accounted for as part of net sales, and (iii) free product, which is accounted for as part of cost of sales. Advertising and incentive promotion expenses incurred for the three months ended June 30, 2021 and 2020 were $ 111,000 and $ 49,000 , respectively. Advertising and incentive promotion expenses incurred for the six months ended June 30, 2021 and 2020 were $ 279,000 and $ 96,000 , respectively. |
Share-Based Compensation | Share-Based Compensation We recognize all share-based payments to employees and directors, including grants of stock options, as compensation expense in the financial statements based on their fair values. Fair values of stock options are determined through the use of the Black-Scholes option pricing model. The compensation cost is recognized as an expense over the requisite service period of the award, which usually coincides with the vesting period. We account for forfeitures as they occur. Stock and stock options to purchase our common stock have been granted to employees pursuant to the terms of certain agreements and stock option plans. Stock options are exercisable during a period determined by us, but in no event later than seven years from the date granted. For the three months ended June 30, 2021 and 2020, we charged to operations $ 1,076,000 and $ 198,000 , respectively, for share-based compensation expense associated with vesting of outstanding equity awards. 1,504,000 396,000 respectively, for share-based compensation expense associated with vesting of outstanding equity awards. |
Research and Development (“R&D”) | Research and Development (“R&D”) R&D costs are charged to operations in the period incurred. R&D costs incurred for the three months ended June 30, 2021 and 2020 were $ 93,000 and $ 65,000 , respectively. R&D costs are principally related to personnel expenses and new product development initiatives and costs associated with our OTC health care products, dietary supplements and validation fees in association with the diagnostic services business including the validation work of the diagnostic services business |
Income Taxes | Income Taxes We utilize the asset and liability approach, which requires the recognition of deferred tax assets and liabilities for the future tax consequences of events that have been recognized in our financial statements or tax returns. In estimating future tax consequences, we generally consider all expected future events other than enactments of changes in the tax law or rates. Until sufficient taxable income to offset the temporary timing differences attributable to operations and the tax deductions attributable to option, warrant and stock activities are assured, a valuation allowance equaling the total deferred tax asset is being provided. We utilize a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than fifty percent likely of being realized upon ultimate settlement. Any interest or penalties related to income taxes will be recorded as interest or administrative expense, respectively. As a result of our historical losses from continuing operations, we have recorded a full valuation allowance against a net deferred tax asset. Additionally, we have not recorded a liability for unrecognized tax benefit. |
Recently Issued Accounting Standards, Not Yet Adopted | Recently Issued Accounting Standards, Not Yet Adopted In September 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326). The ASU sets forth a “current expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. In February 2020, the FASB issued ASU 2020-02, Financial Instruments - Credit Losses (Topic 326), which amends the effective date of the original pronouncement for smaller reporting companies. ASU 2016-13 and its amendments will be effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2022. We are currently assessing the impact of the adoption of this ASU on our financial statements. The FASB recently issued 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 Earnings Per Share |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Components of Marketable Securities | Summary of Components of Marketable Securities As of June 30, 2021 Amortized Unrealized Fair Cost Losses Value U.S. government obligations $ 2,556 $ (22 ) $ 2,534 Corporate obligations 15,628 (67 ) 15,561 $ 18,184 $ (89 ) $ 18,095 As of December 31, 2020 Amortized Unrealized Fair Cost Losses Value U.S. government obligations $ 1,021 $ (7 ) $ 1,014 Corporate obligations 629 (4 ) 625 $ 1,650 $ (11 ) $ 1,639 |
Schedule of Components of Inventory | Schedule of Components of Inventory June 30, December 31, 2021 2020 Diagnostic services testing material $ 13,240 $ 1,028 Raw materials 1,249 1,404 Work in process 345 437 Finished goods 335 170 Inventory, net $ 15,169 $ 3,039 |
Schedule of Fair Value of Financial Instruments | Schedule of Fair Value of Financial Instruments As of June 30, 2021 Level 1 Level 2 Level 3 Total Marketable debt securities U.S. government obligations $ - $ 2,534 $ - $ 2,534 Corporate obligations - 15,561 - 15,561 Marketable equity securities 479 - - 479 $ 479 $ 18,095 $ - $ 18,574 As of December 31, 2020 Level 1 Level 2 Level 3 Total Marketable debt securities U.S. government obligations $ - $ 1,014 $ - $ 1,014 Corporate obligations - 625 - 625 $ - $ 1,639 $ - $ 1,639 |
Schedule of Deferred Revenue | Schedule of Deferred Revenue As of As of Recognition Period 0-12 Months $ 112 $ 169 13-24 Months 74 84 Over 24 Months 47 78 Total $ 233 $ 331 |
Schedule of Disaggregation by Revenue | Schedule of Disaggregation by Revenue For the three months ended For the six months ended Revenue by Customer Type June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Contract manufacturing $ 1,041 $ 3,472 $ 2,949 $ 5,195 Retail and others 565 151 1,190 316 Diagnostic services 7,536 - 20,274 - Total revenue $ 9,142 $ 3,623 $ 24,413 $ 5,511 |
Business Acquisition (Tables)
Business Acquisition (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Assets Acquired and Liabilities Assumed | Based on the preliminary valuation, the total consideration of $ 2.5 million has been allocated to assets acquired and liabilities assumed based on their respective fair values as follows (amount in thousands): Schedule of Assets Acquired and Liabilities Assumed Clinical lab material $ 180 Lab equipment 112 Definite-lived intangible asset 1,307 Total assets acquired 1,599 Liabilities assumed - Net identifiable assets acquired 1,599 Goodwill 901 Total consideration $ 2,500 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | The components of property and equipment are as follows (in thousands): Schedule of Property, Plant and Equipment June 30, 2021 December 31, 2020 Estimated Useful Life Land $ 352 $ 352 Building improvements 1,859 1,729 10 - 39 years Machinery 4,669 4,441 3 - 7 years Lab equipment 4,316 1,002 3 - 7 years Computer equipment 1,182 881 3 - 5 years Furniture and fixtures 457 194 5 years 12,835 8,599 Less: accumulated depreciation (5,921 ) (5,021 ) Total property, plant and equipment, net $ 6,914 $ 3,578 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Schedule of Stock Options Activity | The following table summarizes stock options activity during the six months ended June 30, 2021 for the Amended 2010 Plan, the Amended 2010 Directors’ Plan and the 2018 Stock Plan (in thousands, except per share data): Schedule of Stock Options Activity Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Total Intrinsic Value Outstanding as of January 1, 2021 3,795 $ 2.21 3.4 $ 26,441 Granted 675 9.13 5.1 - Forfeited (92 ) 5.31 - - Outstanding as of June 30, 2021 4,378 $ 3.06 3.2 $ 16,182 Options vested and exercisable 3,573 $ 2.22 2.7 $ 15,183 |
Summary of Weighted Average Assumptions Used In Determining Fair Value of Options | The following table summarizes weighted average assumptions used in determining the fair value of the options at the date of grant during the six months ended June 30, 2021: Summary of Weighted Average Assumptions Used In Determining Fair Value of Options For the six months ended June 30, 2021 Exercise price $ 9.13 Expected term (years) 3.5 Expected stock price volatility 83 % Risk-free rate of interest 0.6 % Expected dividend yield (per share) 0 % |
Schedule of Warrant Activity | Schedule of Warrant Activity Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding as of January 1, 2021 450 $ 3.22 2.7 Warrants granted 455 12.83 3.0 Outstanding as of June 30, 2021 905 $ 8.05 2.4 Warrants vested and exercisable 815 $ 8.61 2.4 |
Summary of Weighted Average Assumptions Used in Determining Fair Value of Warrants | The following table summarizes weighted average assumptions used in determining the fair value of the warrants at the date of grant during the six months ended June 30, 2021: Summary of Weighted Average Assumptions Used in Determining Fair Value of Warrants For the six months ended June 30, 2021 Exercise price $ 12.83 Expected term (years) 3.0 Expected stock price volatility 81 % Risk-free rate of interest 0.2 % Expected dividend yield (per share) 0 % |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Current Liabilities | The following table sets forth the components of other current liabilities at June 30, 2021 and December 31, 2020, respectively (in thousands): Schedule of Other Current Liabilities June 30, 2021 December 31, 2020 Accrued diagnostic services $ 4,353 $ - Accrued commissions 639 461 Accrued payroll 240 464 Accrued expenses 467 304 Accrued returns 321 291 Accrued income tax payable 8 8 Accrued benefits and vacation 71 34 Deferred revenue 112 169 Total other current liabilities $ 6,211 $ 1,731 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Estimated Future Minimum Obligations | We have estimated future minimum obligations for an executive’s employment agreement over the next five years, including the remainder of Fiscal 2021, as follows (in thousands): Schedule of Estimated Future Minimum Obligations Employment Contracts 2021 $ 338 2022 675 2023 675 2024 675 2025 675 Total $ 3,038 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Summary of Quantitative Information About Operating Leases | The following summarizes quantitative information about our operating leases (amounts in thousands): Summary of Quantitative Information About Operating Leases For the Six Months Ended June 30, 2021 Operating leases Operating lease cost $ 408 Variable lease cost - Operating lease expense 408 Short-term lease rent expense - Total rent expense $ 408 For the Six Months Ended June 30, 2021 Operating cash flows used in operating leases $ (36 ) Right-of-use assets obtained in exchange for operating lease liabilities $ - Weighted-average remaining lease term – operating leases (in years) 9.9 Weighted-average discount rate – operating leases 10.00 % |
Schedule of Maturity of Operating Leases | Maturities of the Company’s operating leases, excluding short-term leases, are as follows (amounts in thousands): Schedule of Maturity of Operating Leases Remaing Months Ended December 31, 2021 $ 321 Year Ended December 31, 2022 774 Year Ended December 31, 2023 738 Year Ended December 31, 2024 747 Year Ended December 31, 2025 768 Thereafter 4,659 Total 8,007 Less present value discount (3,071 ) Operating lease liabilities $ 4,936 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | The following table is a summary of segment information for three and six months ended June 30, 2021 and 2020 (amounts in thousands): Schedule of Segment Information June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 For the three months ended For the six months ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Net revenues Diagnostic services $ 7,537 $ - $ 20,274 $ - Consumer products 1,605 3,623 4,139 5,511 Consolidated net revenue 9,142 3,623 24,413 5,511 Cost of revenue Diagnostic services 3,479 - 7,824 - Consumer products 1,197 2,344 3,196 3,817 Consolidated cost of revenue 4,676 2,344 11,020 3,817 Depreciation and amortization expense Diagnostic services 392 - 737 - Consumer products 3 5 6 10 Total Depreciation and amortization expense 395 5 743 10 Operating and other expenses 5,466 1,204 12,988 2,423 Income (loss) from continuing operations, before income taxes Diagnostic services 1,164 - 4,004 - Consumer products 540 1,274 505 1,684 Unallocated corporate (3,099 ) (1,204 ) (4,847 ) (2,423 ) Total income (loss) from continuing operations, before income taxes (1,395 ) 70 (338 ) (739 ) Net income (loss) $ (1,395 ) $ 70 $ (338 ) $ (739 ) The following table is a summary of segment balance sheets information as of June 30, 2021 and December 31, 2020 (in thousands): June 30, December 31, 2021 2020 ASSETS Diagnostic services $ 32,222 $ 13,410 Consumer products 5,294 6,261 Unallocated corporate 38,807 11,734 Total assets $ 76,323 $ 31,405 |
Organization and Business (Deta
Organization and Business (Details Narrative) $ in Millions | Oct. 23, 2020USD ($) |
Plaza Medical Laboratory Corp [Member] | |
Acquired Indefinite-lived Intangible Assets [Line Items] | |
Business Combination, Consideration Transferred | $ 2.5 |
Summary of Components of Market
Summary of Components of Marketable Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Amortized Cost | $ 18,184 | $ 1,650 |
Unrealized Losses | (89) | (11) |
Fair Value | 18,095 | 1,639 |
U.S. Government Obligations [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Amortized Cost | 2,556 | 1,021 |
Unrealized Losses | (22) | (7) |
Fair Value | 2,534 | 1,014 |
Corporate Obligations [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Amortized Cost | 15,628 | 629 |
Unrealized Losses | (67) | (4) |
Fair Value | $ 15,561 | $ 625 |
Schedule of Components of Inven
Schedule of Components of Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Diagnostic services testing material | $ 13,240 | $ 1,028 |
Raw materials | 1,249 | 1,404 |
Work in process | 345 | 437 |
Finished goods | 335 | 170 |
Inventory, net | $ 15,169 | $ 3,039 |
Schedule of Fair Value of Finan
Schedule of Fair Value of Financial Instruments (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of marketable debt securities | $ 18,574,000 | $ 1,639,000 |
Marketable equity securities | 479,000 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of marketable debt securities | 479,000 | |
Marketable equity securities | 479,000 | |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of marketable debt securities | 18,095,000 | 1,639,000 |
Marketable equity securities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of marketable debt securities | ||
Marketable equity securities | ||
U.S. Government Obligations [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of marketable debt securities | 2,534,000 | 1,014,000 |
U.S. Government Obligations [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of marketable debt securities | ||
U.S. Government Obligations [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of marketable debt securities | 2,534,000 | 1,014,000 |
U.S. Government Obligations [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of marketable debt securities | ||
Corporate Obligations [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of marketable debt securities | 15,561,000 | 625,000 |
Corporate Obligations [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of marketable debt securities | ||
Corporate Obligations [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of marketable debt securities | 15,561,000 | 625,000 |
Corporate Obligations [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of marketable debt securities |
Schedule of Deferred Revenue (D
Schedule of Deferred Revenue (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Multiemployer Plan [Line Items] | ||
Total | $ 233,000 | $ 331,000 |
0-12 Months [Member] | ||
Multiemployer Plan [Line Items] | ||
Total | 112,000 | 169,000 |
13-24 Months [Member] | ||
Multiemployer Plan [Line Items] | ||
Total | 74,000 | 84,000 |
Over 24 Months [Member] | ||
Multiemployer Plan [Line Items] | ||
Total | $ 47,000 | $ 78,000 |
Schedule of Disaggregation by R
Schedule of Disaggregation by Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Product Information [Line Items] | ||||
Total revenue | $ 9,142 | $ 3,623 | $ 24,413 | $ 5,511 |
Contract Manufacturing [Member] | ||||
Product Information [Line Items] | ||||
Total revenue | 1,041 | 3,472 | 2,949 | 5,195 |
Retail and Others [Member] | ||||
Product Information [Line Items] | ||||
Total revenue | 565 | 151 | 1,190 | 316 |
Diagnostic Services [Member] | ||||
Product Information [Line Items] | ||||
Total revenue | $ 7,536 | $ 20,274 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 25, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||||||
Unrealized Loss on Securities | $ 67,000 | $ 78,000 | ||||
Increase In Fair Value Of Investment Securities | 164,000 | |||||
Inventory Adjustments | $ 87,000 | $ 87,000 | $ 167,000 | |||
Estimated useful lives description | ranges of estimated asset lives: building and improvements – ten to thirty-nine years; machinery and equipment including lab equipment – three to seven years; computer equipment and software – three to five years; and furniture and fixtures – five years | |||||
Cash and Cash Equivalents, at Carrying Value | 17,677,000 | $ 17,677,000 | 6,816,000 | |||
Cash | 17,900,000 | 17,900,000 | ||||
Cash, FDIC Insured Amount | 500,000 | 500,000 | ||||
Cash, Uninsured Amount | 17,400,000 | 17,400,000 | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 9,142,000 | $ 3,623,000 | 24,413,000 | 5,511,000 | ||
Estimated sales returns, continuing operation | 321,000 | 321,000 | 291,000 | |||
Contract with Customer, Liability | 233,000 | 233,000 | 331,000 | |||
Share-based Payment Arrangement, Noncash Expense | 1,076,000 | 198,000 | 1,504,000 | 396,000 | ||
Research and Development Expense | 93,000 | 65,000 | 208,000 | 124,000 | ||
Cooperative Incentive Promotion Costs [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Estimated sales returns, continuing operation | 214,000 | 214,000 | $ 463,000 | |||
Advertising and incentive promotion expenses, continuing operation | 111,000 | 49,000 | 279,000 | 96,000 | ||
Consumer Products [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,605,000 | 3,623,000 | 4,139,000 | 5,511,000 | ||
Diagnostic Services [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 7,537,000 | $ 20,274,000 | ||||
Investment Shares [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Investment Owned, Balance, Shares | 1,260,619 | |||||
Investment Owned, at Fair Value | $ 315,000 | |||||
Share Price | $ 0.38 | |||||
Marketable Securities [Member] | Minimum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Debt Instrument, Interest Rate During Period | 0.94% | |||||
Marketable Securities [Member] | Maximum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Debt Instrument, Interest Rate During Period | 3.35% |
Schedule of Assets Acquired and
Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Oct. 23, 2020 |
Business Combination and Asset Acquisition [Abstract] | |||
Clinical lab material | $ 180 | ||
Lab equipment | 112 | ||
Definite-lived intangible asset | 1,307 | ||
Total assets acquired | 1,599 | ||
Liabilities assumed | |||
Net identifiable assets acquired | 1,599 | ||
Goodwill | $ 901 | $ 901 | 901 |
Total consideration | $ 2,500 |
Business Acquisition (Details N
Business Acquisition (Details Narrative) | Oct. 23, 2020USD ($)ft² | Jun. 30, 2021USD ($)ft² | Jun. 30, 2021USD ($)ft² | Dec. 31, 2020USD ($) |
Business Acquisition [Line Items] | ||||
Goodwill | $ 901,000 | $ 901,000 | $ 901,000 | $ 901,000 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 1,599,000 | |||
Amortization | $ 109,000 | $ 207,000 | ||
Consulting Agreement [Member] | Mr. Gurnani [Member] | ||||
Business Acquisition [Line Items] | ||||
Aggregate cost consideration | 300,000 | |||
CLIA License [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 1,300,000 | |||
Plaza Medical Laboratory Corp [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Consideration Transferred | $ 2,500,000 | |||
Area of Land | ft² | 4,000 | 4,000 | 4,000 |
Schedule of Property, Plant and
Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 12,835 | $ 8,599 |
Less: accumulated depreciation | (5,921) | (5,021) |
Total property, plant and equipment, net | 6,914 | 3,578 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 352 | 352 |
Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 1,859 | 1,729 |
Building Improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years | |
Building Improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 39 years | |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 4,669 | 4,441 |
Machinery and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 7 years | |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 4,316 | 1,002 |
Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 7 years | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 1,182 | 881 |
Computer Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Computer Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 457 | $ 194 |
Property, Plant and Equipment, Useful Life | 5 years |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 474,000 | $ 900,000 | $ 900,000 | $ 167,000 |
Unsecured Convertible Promiss_2
Unsecured Convertible Promissory Notes Payable (Details Narrative) - Unsecured Debt [Member] - September 2020 Notes [Member] - USD ($) | Sep. 15, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Debt Instrument [Line Items] | |||||
Debt Instrument, Maturity Date | Sep. 15, 2020 | ||||
Debt Instrument, Face Amount | $ 10,000,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||
Debt Conversion, Description | We have the right to prepay the September 2020 Notes at any time after the 13 month anniversary of the closing date after providing written notice to the Lenders, and may prepay the September 2020 Notes prior to such time with the consent of the Lenders. The Lenders have the right, at any time, and from time to time, on and after the 13-month anniversary of the closing date to convert up to an aggregate of $ | ||||
Convertible Debt | $ 3,000,000 | ||||
Debt Instrument, Convertible, Conversion Price | $ 3 | ||||
Interest Expense, Other | $ 323,000 | $ 0 | $ 574,000 | $ 0 |
Schedule of Stock Options Activ
Schedule of Stock Options Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
Summary of Investment Holdings [Line Items] | |
Weighted Average Exercise Price, Granted | $ 9.13 |
Equity Option [Member] | |
Summary of Investment Holdings [Line Items] | |
Number of Shares Options Outstanding - Beginning | shares | 3,795 |
Weighted Average Exercise Price Options Outstanding - Beginning | $ 2.21 |
Weighted Average Remaining Contractual Life (in Years) - Beginning | 3 years 4 months 24 days |
Total Intrinsic Value - Beginning | $ | $ 26,441 |
Number of Shares, Granted | shares | 675 |
Weighted Average Exercise Price, Granted | $ 9.13 |
Weighted Average Remaining Contractual Life (in Years) - Granted | 5 years 1 month 6 days |
Total Intrinsic Value - Granted | $ | |
Number of Shares, Forfeited | shares | (92) |
Weighted Average Exercise Price, Forfeited | $ 5.31 |
Weighted Average Remaining Contractual Life (in Years) - Forfeited | |
Total Intrinsic Value - Forfeited | $ | |
Number of Shares Options Outstanding - Ending | shares | 4,378 |
Weighted Average Exercise Price Options Outstanding - Ending | $ 3.06 |
Weighted Average Remaining Contractual Life (in Years) - Ending | 3 years 2 months 12 days |
Total Intrinsic Value - Ending | $ | $ 16,182 |
Number of Shares Options Vested and Exercisable | shares | 3,573 |
Weighted Average Exercise Price, Options Vested and Exercisable | $ 2.22 |
Weighted Average Remaining Contractual Life (in Years) - Options Vested and Exercisable | 2 years 8 months 12 days |
Total Intrinsic Value, Options Vested and Exercisable | $ | $ 15,183 |
Summary of Weighted Average Ass
Summary of Weighted Average Assumptions Used In Determining Fair Value of Options (Details) | 6 Months Ended |
Jun. 30, 2021$ / shares | |
Equity [Abstract] | |
Exercise price | $ 9.13 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 3 years 6 months |
Expected stock price volatility | 83.00% |
Risk-free rate of interest | 0.60% |
Expected dividend yield (per share) | 0.00% |
Schedule of Warrant Activity (D
Schedule of Warrant Activity (Details) - Warrant [Member] shares in Thousands | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of Shares Warrants Outstanding - Beginning | shares | 450 |
Weighted Average Exercise Price Warrants Outstanding - Beginning | $ / shares | $ 3.22 |
Weighted Average Remaining Contractual Life (in Years) - Beginning | 2 years 8 months 12 days |
Warrants granted | shares | 455 |
Weighted Average Exercise Price, Granted | $ / shares | $ 12.83 |
Weighted Average Remaining Contractual Life (in Years) - Granted | 3 years |
Number of Shares Warrants Outstanding - Ending | shares | 905 |
Weighted Average Exercise Price Warrants Outstanding - Ending | $ / shares | $ 8.05 |
Weighted Average Remaining Contractual Life (in Years) - Ending | 2 years 4 months 24 days |
Number of Shares Warrants Vested and Exercisable | shares | 815 |
Weighted Average Exercise Price, Warrants Vested and Exercisable | $ / shares | $ 8.61 |
Weighted Average Remaining Contractual Life (in Years) - Vested and Exercisable | 2 years 4 months 24 days |
Summary of Weighted Average A_2
Summary of Weighted Average Assumptions Used in Determining Fair Value of Warrants (Details) - Warrant [Member] | Jun. 30, 2021 |
Measurement Input, Exercise Price [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants outstanding, measurement input, percentage | 12.83 |
Measurement Input, Expected Term [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants measurement, expected term | 3 years |
Measurement Input, Price Volatility [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants outstanding, measurement input, percentage | 0.81 |
Measurement Input, Risk Free Interest Rate [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants outstanding, measurement input, percentage | 0.002 |
Measurement Input, Expected Dividend Rate [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants outstanding, measurement input, percentage | 0 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | Dec. 12, 2021 | Sep. 05, 2021 | Jun. 03, 2021 | May 20, 2021 | May 13, 2021 | Apr. 12, 2021 | Jan. 21, 2021 | Jan. 18, 2021 | Jan. 05, 2021 | Dec. 12, 2019 | Jan. 24, 2019 | Sep. 05, 2018 | Jun. 30, 2021 | Apr. 03, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | May 19, 2021 | Apr. 12, 2018 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 | 50,000,000 | ||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0005 | $ 0.0005 | $ 0.0005 | ||||||||||||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0005 | $ 0.0005 | $ 0.0005 | ||||||||||||||||
Preferred Stock, Shares Issued | 0 | ||||||||||||||||||
Common Stock, Dividends, Per Share, Cash Paid | $ 0.30 | $ 0 | |||||||||||||||||
Proceeds From Issuance Of Common Stock And Warrants From Private Offering | $ 5,500,000 | ||||||||||||||||||
Two Thousand Ten Directors Equity Compensation Plan [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 100,000 | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 775,000 | 675,000 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 200,000 | 200,000 | |||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 228,126 | 228,126 | |||||||||||||||||
Two Thousand Ten Equity Compensation Plan [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 1,000,000 | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 4,900,000 | 3,900,000 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 675,000 | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,890,250 | 1,890,250 | |||||||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, before Forfeiture | $ 1,973,000 | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 340,659 | 340,659 | |||||||||||||||||
Share-based Payment Arrangement, Expense | $ 1,583,000 | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 3 years | ||||||||||||||||||
Two Thousand Eighteen Stock Incentive Plan [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 2,300,000 | ||||||||||||||||||
Share-based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit | $ 3 | ||||||||||||||||||
Registered Direct Offering [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 550,000 | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 275,000 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10 | ||||||||||||||||||
Proceeds From Issuance Of Common Stock And Warrants From Private Offering | $ 5,500,000 | ||||||||||||||||||
Shares Issued, Price Per Share | $ 11 | ||||||||||||||||||
IPO [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 3,000,000 | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 180,000 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 15.625 | ||||||||||||||||||
Proceeds From Issuance Of Common Stock And Warrants From Private Offering | $ 35,100,000 | ||||||||||||||||||
Shares Issued, Price Per Share | $ 12.50 | ||||||||||||||||||
CEO Options [Member] | Two Thousand Eighteen Stock [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Share-based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit | $ 2 | $ 1.20 | $ 1.50 | $ 1.75 | |||||||||||||||
Stock Option Plan Reduced Exercise Price Per Share Description | The exercise price of the CEO Option was further reduced from $ | The exercise price of the CEO Option was further reduced from $ | The exercise price of the CEO Option was further reduced from $ | exercise price of the CEO Option was reduced from $3.00 per share to $ | |||||||||||||||
CEO Options [Member] | Two Thousand Eighteen Stock [Member] | Stock Holders [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Common Stock, Dividends, Per Share, Cash Paid | $ 0.30 | $ 0.25 | $ 0.25 | $ 1 | |||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Payments of Ordinary Dividends, Common Stock | $ 4,500,000 | ||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Director Fees | $ 35,000 | ||||||||||||||||||
Common Stock [Member] | Two Thousand Ten Directors Plan [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 9,709 | 18,055 | |||||||||||||||||
Warrant [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Share-based Payment Arrangement, Expense | $ 105,000 | $ 193,000 | |||||||||||||||||
Class of Warrant or Right, Outstanding | 905,000 | 905,000 | |||||||||||||||||
Warrant [Member] | Registered Direct Offering [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 275,000 | 275,000 | |||||||||||||||||
Warrant [Member] | IPO [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 180,000 | 180,000 |
Defined Contribution Plans (Det
Defined Contribution Plans (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Retirement Benefits [Abstract] | ||||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 23,000 | $ 17,000 | $ 35,000 | $ 33,000 |
Schedule of Other Current Liabi
Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Other Liabilities Disclosure [Abstract] | ||
Accrued diagnostic services | $ 4,353 | |
Accrued commissions | 639 | 461 |
Accrued payroll | 240 | 464 |
Accrued expenses | 467 | 304 |
Accrued returns | 321 | 291 |
Accrued income tax payable | 8 | 8 |
Accrued benefits and vacation | 71 | 34 |
Deferred revenue | 112 | 169 |
Total other current liabilities | $ 6,211 | $ 1,731 |
Schedule of Estimated Future Mi
Schedule of Estimated Future Minimum Obligations (Details) - Employment Contracts [Member] $ in Thousands | Jun. 30, 2021USD ($) |
Loss Contingencies [Line Items] | |
2021 | $ 338 |
2022 | 675 |
2023 | 675 |
2024 | 675 |
2025 | 675 |
Total | $ 3,038 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | 6 Months Ended |
Jun. 30, 2021 | |
Mylan and Escrow Agent [Member] | Escrow Agreement [Member] | |
Entity Listings [Line Items] | |
[custom:AgreementTerminationDate] | Mar. 29, 2022 |
Summary of Quantitative Informa
Summary of Quantitative Information About Operating Leases (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 408 |
Variable lease cost | |
Operating lease expense | 408 |
Short-term lease rent expense | |
Total rent expense | 408 |
Operating cash flows used in operating leases | (36) |
Right-of-use assets obtained in exchange for operating lease liabilities | |
Operating Lease, Weighted Average Remaining Lease Term | 9 years 10 months 24 days |
Operating Lease, Weighted Average Discount Rate, Percent | 10.00% |
Schedule of Maturity of Operati
Schedule of Maturity of Operating Leases (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Leases [Abstract] | |
Remaing Months Ended December 31, 2021 | $ 321 |
Year Ended December 31, 2022 | 774 |
Year Ended December 31, 2023 | 738 |
Year Ended December 31, 2024 | 747 |
Year Ended December 31, 2025 | 768 |
Thereafter | 4,659 |
Total | 8,007 |
Less present value discount | (3,071) |
Operating lease liabilities | $ 4,936 |
Leases (Details Narrative)
Leases (Details Narrative) | Dec. 08, 2020USD ($) | Oct. 23, 2020USD ($)ft² | Jun. 30, 2021USD ($)ft² | Dec. 31, 2020USD ($) |
Lessee, Lease, Description [Line Items] | ||||
Operating Lease, Liability | $ 4,936,000 | |||
Operating Lease, Right-of-Use Asset | 4,564,000 | $ 4,731,000 | ||
Operating Lease Liabilities [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating Lease, Liability | 4,900,000 | |||
Operating Lease Right Of Use Asset [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating Lease, Right-of-Use Asset | $ 4,600,000 | |||
Plaza Medical Laboratory Corp [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Area of Land | ft² | 4,000 | 4,000 | ||
Confucius Labs [Member] | Old Bridge New Jersey [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating Leases, Rent Expense, Net | $ 56,963 | $ 5,950 | ||
Lessor, Operating Lease, Term of Contract | 10 years | |||
Lessee, Operating Lease, Description | For the first year of the New York Lease, we will pay a base rent of $ | We have the option to terminate the New York Lease on the sixth anniversary of the Commencement Date, provided that we give the Landlord written notice not less than nine months and not more than 12 months in advance and that we pay the Landlord a termination fee as more particularly described in the New York Lease. | We also have a right of first refusal to lease certain additional space located on the ground floor of the Building containing 4,500 square feet and 4,600 square feet, as more particularly described in the New York Lease. We also have a right of first offer to purchase the Building during the term of the New York Lease. | |
[custom:MaximumConstructionAllowanceFromLessor] | $ 250,795 | |||
[custom:GradualRentalIncreaseRate] | 2.75% | |||
Confucius Labs [Member] | Old Bridge New Jersey [Member] | Final Months [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating Leases, Rent Expense, Net | $ 74,716 |
Significant Customers (Details
Significant Customers (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Concentration Risk [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 9,142 | $ 3,623 | $ 24,413 | $ 5,511 |
Revenue Benchmark [Member] | Diagnostic Services Clients One [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 24.90% | 38.50% | ||
Revenue Benchmark [Member] | Diagnostic Services Clients Two [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 16.80% | 24.00% | ||
Revenue Benchmark [Member] | Third Party Contract Manufacturing Customer One [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 58.70% | 55.20% | ||
Revenue Benchmark [Member] | Third Party Contract Manufacturing Customer Two [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 16.60% | 17.10% | ||
Revenue Benchmark [Member] | Third Party Contract Manufacturing Customer Three [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 12.20% | |||
Trade Receivable [Member] | Diagnostic Services Clients One [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 38.90% | |||
Trade Receivable [Member] | Diagnostic Services Clients Two [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 21.00% | |||
Trade Receivable [Member] | Diagnostic Services Clients Three [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 10.20% | |||
Trade Receivable [Member] | Customer One [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 72.40% | |||
Trade Receivable [Member] | Customer Two [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 12.80% |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details Narrative) - shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Stock Options Warrants And Convertible Debt [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,024,000 | 3,393,000 |
Common Stock Equivalents One [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,307,000 |
Secured Promissory Note Recei_2
Secured Promissory Note Receivable and Consulting Agreement (Details Narrative) - USD ($) | Sep. 25, 2020 | Feb. 28, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 25, 2021 | Jul. 29, 2020 | Jul. 21, 2020 |
Debt Instrument [Line Items] | |||||||
Interest and Fee Income, Loans and Leases | $ 0 | $ 233,000 | |||||
Investment Shares [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Investment Owned, Balance, Shares | 1,260,619 | ||||||
Investment Owned, at Fair Value | $ 315,000 | ||||||
Consulting Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Business Combination, Acquisition Related Costs | $ 250,000 | ||||||
Termination Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Test fees received | $ 95,000 | ||||||
Unrelated Third party [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Secured Debt | 4,000,000 | ||||||
Unrelated Third party [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Face Amount | 2,750,000 | ||||||
Unrelated Third party [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Face Amount | 3,750,000 | ||||||
Unrelated Third party [Member] | Secured Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Face Amount | 1,000,000 | ||||||
Unrelated Third party [Member] | Revision of Prior Period, Adjustment [Member] | Secured Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Face Amount | $ 3,000,000 | $ 250,000 | $ 750,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 15.00% | ||||||
Increase in interest rate payable percentage | 9.00% | ||||||
Debt Instrument, Term | 36 months |
Schedule of Segment Information
Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||||
Revenues, net | $ 9,142 | $ 3,623 | $ 24,413 | $ 5,511 | |
Consolidated cost of revenue | 4,676 | 2,344 | 11,020 | 3,817 | |
Total Depreciation and amortization expense | 395 | 5 | 743 | 10 | |
Operating and other expenses | 5,466 | 1,204 | 12,988 | 2,423 | |
Total income (loss) from continuing operations, before income taxes | (1,395) | 70 | (338) | (739) | |
Net income (loss) | (1,395) | 70 | (338) | (739) | |
Total assets | 76,323 | 76,323 | $ 31,405 | ||
Diagnostic Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues, net | 7,537 | 20,274 | |||
Consolidated cost of revenue | 3,479 | 7,824 | |||
Total Depreciation and amortization expense | 392 | 737 | |||
Total income (loss) from continuing operations, before income taxes | 1,164 | 4,004 | |||
Total assets | 32,222 | 32,222 | 13,410 | ||
Consumer Products [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues, net | 1,605 | 3,623 | 4,139 | 5,511 | |
Consolidated cost of revenue | 1,197 | 2,344 | 3,196 | 3,817 | |
Total Depreciation and amortization expense | 3 | 5 | 6 | 10 | |
Total income (loss) from continuing operations, before income taxes | 540 | 1,274 | 505 | 1,684 | |
Total assets | 5,294 | 5,294 | 6,261 | ||
Unallocated Corporate [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total income (loss) from continuing operations, before income taxes | (3,099) | $ (1,204) | (4,847) | $ (2,423) | |
Total assets | $ 38,807 | $ 38,807 | $ 11,734 |
Segment Information (Details Na
Segment Information (Details Narrative) | 6 Months Ended |
Jun. 30, 2021Segment | |
Segment Reporting [Abstract] | |
Number of Operating Segments | 2 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - Nebula Stock Purchase Agreement [Member] | Aug. 10, 2021USD ($)$ / shares |
Subsequent Event [Line Items] | |
Purchase price of common stock | $ 14,600,000 |
Shares issued price per share | $ / shares | $ 7.46 |
CitiBankm, N.A. [Member] | |
Subsequent Event [Line Items] | |
Purchase price of escrow amount | $ 1,080,000 |
[custom:EscrowMaturityDate] | Feb. 23, 2023 |