0001437749-24-008398 | 10-K | XBRL Viewer

Note 15 - Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2023

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	*Year Ended December 31,*
	*2022*			*2023*
Net loss	$	(196,292	)	$	(74,564	)
Weighted-average number of shares used in computing net loss per share, basic and diluted		66,529,565			78,155,590
Net loss per share, basic and diluted	$	(2.95	)	$	(0.95	)

Anti-dilutive shares excluded from computation of net loss per share (in shares)		13,409,769			22,541,479

Note 16 - Acquisitions (Details Textual) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	Oct. 04, 2022	Dec. 01, 2020	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2021	May 05, 2021
Business Combination, Contingent Consideration, Liability			$ 0		$ 9,223
Step and Go [Member]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents	$ 700
Business Combination, Consideration Transferred	$ 700
Smash Assets [Member]
Business Combination, Consideration Transferred		$ 25,000
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares)		4,220,000
Business Acquisition, Share Price (in dollars per share)		$ 6.89
Business Combination, Consideration Transferred Value Of Certain Inventory		$ 15,600
Business Combination, Contingent Consideration, Liability			0	$ 0	5,240
Smash Assets [Member] \| Sellers Brokers [Member]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares)		164,000
Squatty Potty LLC [Member]
Business Combination, Contingent Consideration, Liability			0	$ 0	$ 3,983
Acquisition Date Fair Value Of Contingent Earn Out Liabilities And Inventory To Be Settled In Shares						$ 3,500
Contingent Consideration Earn Out Payments			$ 4,000

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Net loss	$ (74,564)	$ (196,292)
Other comprehensive loss:
Foreign currency translation adjustments	306	(676)
Other comprehensive loss	306	(676)
Comprehensive loss	$ (74,258)	$ (196,968)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-8

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-9

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 13: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480167/946-830-55-10

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483581/946-220-45-7

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 32: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-7

Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482740/230-10-45-28

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

Note 7 - Prepaid and Other Current Assets

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Prepaid Expenses And Other Current Assets [Text Block]

7.	PREPAID AND OTHER CURRENT ASSETS

Prepaid and other current assets consisted of the following as of December 31, 2022 and 2023 (in thousands):

	*December 31, 2022*		*December 31, 2023*
Prepaid inventory	$	1,342	$	619
Restricted cash		2,926		2,043
Prepaid insurance		1,991		1,355
Prepaid freight forwarder		576		100
Other		1,426		881
Prepaid and Other Current Assets	$	8,261	$	4,998

Note 5 - Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2023

Notes Tables

Property, Plant and Equipment [Table Text Block]

	*Year-Ended December 31,*
	*2022*			*2023*
Computer equipment and software	$	1,109		$	452
Furniture, fixtures and equipment		91			23
Leasehold improvements		56			2
Building		638			796
Subtotal		1,894			1,273
Less: accumulated depreciation and amortization		(1,041	)		(498	)
Property and equipment–net	$	853		$	775

Note 10 - Stockholders' Equity (Details Textual) - USD ($) $ / shares in Units, $ in Thousands					12 Months Ended
	Oct. 04, 2022	Oct. 04, 2022	Sep. 29, 2022	Mar. 01, 2022	Dec. 31, 2023	Dec. 31, 2022	Aug. 11, 2023	Dec. 22, 2021
Common Stock, Par or Stated Value Per Share (in dollars per share)					$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Proceeds from Issuance of Common Stock					$ 0	$ 46,834
Gain (Loss) on Issuance of Equity					(0)	(18,669)
Securities Purchase Agreement [Member] \| Common Stock Warrants and Prefunded Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)				4,827,242
Class of Warrant or Right, Sale Price (in dollars per share)				$ 2.91
Securities Purchase Agreement [Member] \| Prefunded Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)				3,013,850
Securities Purchase Agreement [Member] \| Common Stock Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)				2,260,388
Securities Purchase Agreement [Member] \| Common Stock Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)				2,260,388
September Purchase Agreements [Member] \| Common Stock Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)			10,643,034
September Purchase Agreements [Member] \| Common Stock Warrants [Member] \| Accredited Purchasers [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)			10,526,368
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)			1
September Purchase Agreements [Member] \| Common Stock Warrants [Member] \| Insiders [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)			116,666
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)			1
Private Placement [Member] \| Securities Purchase Agreement [Member]
Stock Issued During Period, Shares, New Issues (in shares)				6,436,322
Common Stock, Par or Stated Value Per Share (in dollars per share)				$ 0.0001
Stock and Warrants, Combined Issuance Price (in dollars per share)				$ 2.91
Proceeds from Issuance or Sale of Equity				$ 27,500
Registered Direct Offering [Member] \| Securities Purchase Agreement [Member]
Gain (Loss) on Issuance of Equity					$ (12,800)
Registered Direct Offering [Member] \| September Purchase Agreements [Member]
Stock Issued During Period, Shares, New Issues (in shares)	10,643,034	10,643,034	10,643,034
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)			10,643,034
Proceeds from Issuance or Sale of Equity		$ 20,200
Proceeds from Issuance of Common Stock	$ 20,200
Gain (Loss) on Issuance of Equity						$ (12,800)
Registered Direct Offering [Member] \| September Purchase Agreements [Member] \| Accredited Purchasers [Member]
Stock Issued During Period, Shares, New Issues (in shares)			10,526,368
Stock and Warrants, Combined Issuance Price (in dollars per share)			$ 1.9
Registered Direct Offering [Member] \| September Purchase Agreements [Member] \| Insiders [Member]
Stock Issued During Period, Shares, New Issues (in shares)			116,666
Stock and Warrants, Combined Issuance Price (in dollars per share)			$ 2.1

Note 2 - Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Total net revenue	$ 142,566	$ 221,170
Heating, Cooling, and Air Quality [Member]
Total net revenue	34,686	67,797
Kitchen Appliances [Member]
Total net revenue	24,181	40,551
Health and Beauty [Member]
Total net revenue	16,025	17,485
Personal Protective Equipment [Member]
Total net revenue	549	1,564
Cookware, Kitchen Tools, and Gadgets [Member]
Total net revenue	11,696	19,526
Home Office [Member]
Total net revenue	9,781	13,322
Housewares [Member]
Total net revenue	26,093	33,041
Essential Oils and Related Accessories [Member]
Total net revenue	17,204	23,604
Product and Service, Other [Member]
Total net revenue	2,351	4,280
Sales Channel, Directly to Consumer [Member]
Total net revenue	138,409	214,168
Sales Channel, Through Intermediary [Member]
Total net revenue	4,156	7,002
North America [Member]
Total net revenue	137,257	216,338
North America [Member] \| Sales Channel, Directly to Consumer [Member]
Total net revenue	133,101	209,336
North America [Member] \| Sales Channel, Through Intermediary [Member]
Total net revenue	4,156	7,002
Other Than North America [Member]
Total net revenue	5,309	4,832
Other Than North America [Member] \| Sales Channel, Directly to Consumer [Member]
Total net revenue	5,309	4,832
Other Than North America [Member] \| Sales Channel, Through Intermediary [Member]
Total net revenue	$ 0	$ 0

Note 6 - Fair Value Measurements (Details Textual) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Including Disposal Group and Discontinued Operations	$ 22,195	$ 46,629	$ 38,315
Fair Value, Inputs, Level 1 [Member]
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Including Disposal Group and Discontinued Operations	$ 22,200	$ 46,600

Note 9 - Credit Facility, Term Loans and Warrants (Details Textual) - USD ($) $ / shares in Units, $ in Thousands						12 Months Ended
	Oct. 04, 2022	Oct. 04, 2022	Sep. 29, 2022	Mar. 01, 2022	Dec. 22, 2021	Dec. 31, 2023	Dec. 31, 2022	Feb. 23, 2024	Aug. 11, 2023	Dec. 22, 2022
Common Stock, Par or Stated Value Per Share (in dollars per share)					$ 0.0001	$ 0.0001	$ 0.0001		$ 0.0001
Proceeds from Lines of Credit						$ 79,806	$ 136,687
Warrant Liability				$ 19,000		1,100
Gain (Loss) on Issuance of Equity						(0)	(18,669)
Securities Purchase Agreement [Member] \| Private Placement [Member]
Common Stock, Par or Stated Value Per Share (in dollars per share)				$ 0.0001
Stock Issued During Period, Shares, New Issues (in shares)				6,436,322
Stock and Warrants, Combined Issuance Price (in dollars per share)				$ 2.91
Proceeds from Issuance or Sale of Equity				$ 27,500
Securities Purchase Agreement [Member] \| Registered Direct Offering [Member]
Gain (Loss) on Issuance of Equity						$ (12,800)
September Purchase Agreements [Member] \| Registered Direct Offering [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)			10,643,034
Stock Issued During Period, Shares, New Issues (in shares)	10,643,034	10,643,034	10,643,034
Proceeds from Issuance or Sale of Equity		$ 20,200
Gain (Loss) on Issuance of Equity							$ (12,800)
September Purchase Agreements [Member] \| Registered Direct Offering [Member] \| Accredited Purchasers [Member]
Stock Issued During Period, Shares, New Issues (in shares)			10,526,368
Stock and Warrants, Combined Issuance Price (in dollars per share)			$ 1.9
September Purchase Agreements [Member] \| Registered Direct Offering [Member] \| Insiders [Member]
Stock Issued During Period, Shares, New Issues (in shares)			116,666
Stock and Warrants, Combined Issuance Price (in dollars per share)			$ 2.1
Terminated Notes [Member]
Debt Instrument, Face Amount					$ 110,000
Midcap Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)					200,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)					$ 4.7
Warrants and Rights Outstanding, Term (Year)					10 years
Common Stock Warrants and Prefunded Warrants [Member] \| Securities Purchase Agreement [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)				4,827,242
Class of Warrant or Right, Sale Price (in dollars per share)				$ 2.91
Prefunded Warrants [Member] \| Securities Purchase Agreement [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)				3,013,850
Common Stock Warrants [Member] \| Securities Purchase Agreement [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)				2,260,388
Common Stock Warrants [Member] \| September Purchase Agreements [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)			10,643,034
Common Stock Warrants [Member] \| September Purchase Agreements [Member] \| Accredited Purchasers [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)			10,526,368
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)			1
Common Stock Warrants [Member] \| September Purchase Agreements [Member] \| Insiders [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)			116,666
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)			1
Line of Credit [Member] \| Midcap Credit Facility [Member]
Debt Instrument, Term (Year)					3 years
Line of Credit Facility, Maximum Borrowing Capacity					$ 40,000
Proceeds from Lines of Credit					$ 27,600
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage					0.50%
Line Of Credit Facility, Maximum Liquidity Requirements During Period					$ 12,500
Line Of Credit Facility, Maximum Liquidity Requirements At All Other Times					$ 15,000					$ 15,000
Line of Credit [Member] \| Midcap Credit Facility [Member] \| Subsequent Event [Member]
Line of Credit Facility, Maximum Borrowing Capacity								$ 30,000
Line Of Credit Facility, Maximum Liquidity Requirements At All Other Times								6,800
Line of Credit Facility, Current Borrowing Capacity								17,000
Line of Credit [Member] \| Midcap Credit Facility [Member] \| Subsequent Event [Member] \| Maximum [Member]
Debt Instrument, Fee Amount								100
Line of Credit [Member] \| Midcap Credit Facility [Member] \| Term Secured Overnight Financing Rate [Member]
Debt Instrument, Basis Spread on Variable Rate					0.10%
Line of Credit [Member] \| Midcap Credit Facility [Member] \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]
Debt Instrument, Basis Spread on Variable Rate					5.50%
Asset Backed Credit Facility [Member] \| Midcap Credit Facility [Member] \| Subsequent Event [Member] \| Maximum [Member]
Debt Instrument, Fee Amount								$ 100

Note 16 - Acquisitions - Change in Carrying Value of Estimated Contingent Earn-out Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Balance	$ 0	$ 9,223
Gain from decrease of contingent earn-out liability fair value	0	(5,240)
Payment of Squatty Potty earn-out	0	(3,983)
Balance		0
Smash Assets [Member]
Balance	0	5,240
Gain from decrease of contingent earn-out liability fair value		(5,240)
Balance	0	0
Squatty Potty LLC [Member]
Balance	0	3,983
Payment of Squatty Potty earn-out		(3,983)
Balance	$ 0	$ 0

Note 11 - Stock-based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Notes Tables

Share-Based Payment Arrangement, Option, Activity [Table Text Block]

	*Options Outstanding*
	*Number of Options*			*Weighted- Average Exercise Price*		*Weighted- Average Remaining Contractual Life (years)*		*Aggregate Intrinsic Value*
Balance—January 1, 2023		368,596		$	9.26		5.89	$	—
Options granted		—		$	—		—	$	—
Options exercised		—		$	—		—	$	—
Options canceled		(172,292	)	$	9.32		—	$	—
Balance—December 31, 2023		196,304		$	9.21		5.00	$	—
Exercisable as of December 31, 2023		196,304		$	9.21		5.00	$	—
Vested and expected to vest as of December 31, 2023		196,304		$	9.21		5.00	$	—

Nonvested Restricted Stock Shares Activity [Table Text Block]

Restricted Stock Awards	*Shares*			*Weighted Average Grant- Date Fair Value*
Nonvested at January 1, 2023		4,223,023		$	4.85
Granted		13,138,725		$	0.50
Vested		(3,180,053	)	$	3.07
Forfeited		(4,093,643	)	$	2.21
Nonvested at December 31, 2023		10,088,052		$	0.81

Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block]

	*Year Ended December 31,*
	*2022*		*2023*
	(in thousands)
Sales and distribution expenses	$	5,014	$	2,439
Research and development expenses		1,871		1,414
General and administrative expenses		7,709		4,483
Total stock-based compensation expense	$	14,594	$	8,336

Note 11 - Stock-based Compensation - Schedule of Option Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Balance, options (in shares)	368,596
Balance, options, weighted average exercise price (in dollars per share)	$ 9.26
Balance, options, remaining contractual term (Year)	5 years	5 years 10 months 20 days
Options granted (in shares)	0
Options granted, weighted average exercise price (in dollars per share)	$ 0
Options exercised (in shares)	0
Options exercised, weighted average exercise price (in dollars per share)	$ 0
Options canceled (in shares)	(172,292)
Options canceled, weighted average exercise price (in dollars per share)	$ 9.32
Balance, options (in shares)	196,304	368,596
Balance, options, weighted average exercise price (in dollars per share)	$ 9.21	$ 9.26
Exercisable, options3 (in shares)	196,304
Exercisable, options, weighted average exercise price (in dollars per share)	$ 9.21
Exercisable, options, remaining contractual term (Year)	5 years
Vested and expected to vest, options (in shares)	196,304
Vested and expected to vest, options, , weighted average exercise price (in dollars per share)	$ 9.21
Vested and expected to vest, options, remaining contractual term (Year)	5 years

Note 9 - Credit Facility, Term Loans, and Warrants - Schedule of Interest Expense, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Interest expense	$ 2,125	$ 2,696
Interest income	(704)	(93)
Total interest expense, net	$ 1,421	$ 2,603

- Definition

Amount of the cost of borrowed funds accounted for as interest expense.

+ References + Details

Note 7 - Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Prepaid inventory	$ 619	$ 1,342
Restricted cash	2,043	2,926
Prepaid insurance	1,355	1,991
Prepaid freight forwarder	100	576
Other prepaid current assets	881	1,426
Prepaid and Other Current Assets	$ 4,998	$ 8,261

Note 8 - Accrued and Other Current Liabilities

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block]

8.	ACCRUED AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following as of December 31, 2022 and 2023 (in thousands):

	*December 31, 2022*		*December 31, 2023*
Accrued compensation costs	$	53	$	140
Accrued professional fees and consultants		461		310
Accrued logistics costs		609		149
Product related accruals		1,248		644
Sales tax payable		711		1,019
Sales return reserve		646		233
Accrued fulfillment expense		755		821
Accrued insurance		356		187
Federal payroll taxes payable		1,467		1,243
Accrued interest payable		190		146
Warrant liability		3,473		1,033
All other accruals		4,285		3,185
Accrued and current liabilities	$	14,254	$	9,110

The Company sponsors, through its professional employer organization provider, a 401(k) defined contribution plan covering all eligible U.S. employees. Contributions to the 401(k) plan are discretionary. Currently, the Company does not match or make any contributions to the 401(k) plan.

Note 2 - Summary of Significant Accounting Policies (Details Textual)
$ in Thousands

3 Months Ended

12 Months Ended

21852 Months Ended

Dec. 31, 2023

USD ($)

Jun. 30, 2023

USD ($)

Mar. 31, 2023

USD ($)

Dec. 31, 2022

USD ($)

Sep. 30, 2022

USD ($)

Mar. 31, 2022

USD ($)

Dec. 31, 2023

USD ($)

Dec. 31, 2022

USD ($)

Dec. 31, 2022

USD ($)

Oct. 04, 2022

USD ($)

Jan. 01, 2022

USD ($)

Accounts Receivable, Allowance for Credit Loss

$ 100

$ 400

$ 100

$ 400

Cash, Uninsured Amount

300

Goodwill, Impairment Loss

500

$ 90,900

$ 29,000

120,409

Goodwill

$ 0

Impairment of Intangible Assets, Finite-Lived

$ 16,700

39,728

^[1],[2]

3,118

^[3]

Warrants and Rights Outstanding

1,000

3,500

1,000

3,500

$ 3,500

Selling and Marketing Expense [Member]

Advertising Expense

9,100

11,600

Shipping and Handling Costs

32,400

47,400

Other Expense [Member]

Gain (Loss), Foreign Currency Transaction, before Tax

(200)

Other Income [Member]

Gain (Loss), Foreign Currency Transaction, before Tax

$ 200

Paper Business and Kitchen Appliance Business [Member]

Impairment of Intangible Assets, Finite-Lived

300

$ 22,800

Step and Go [Member]

Goodwill, Impairment Loss

$ 500

Goodwill

$ 500

Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net

$ 700

Customer Concentration Risk [Member] | Accounts Receivable [Member]

Number of Customers

Customer Concentration Risk [Member] | Accounts Receivable [Member] | Three Customers [Member]

Concentration Risk, Percentage

43.00%

Customer Concentration Risk [Member] | Accounts Receivable [Member] | Four Customers [Member]

Concentration Risk, Percentage

32.00%

Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Amazon Sales Platform [Member]

Concentration Risk, Percentage

88.00%

89.00%

Other Noncurrent Assets [Member]

Security Deposit

100

$ 100

Operating Lease, Right of Use Asset, NonCurrent

$ 100

Prepaid Expenses and Other Current Assets [Member]

Operating Lease, Right-of-Use Asset

700

Operating Lease, Right of Use Asset, Current

200

Prepaid Expenses and Other Current Assets [Member] | Midcap Credit Facility [Member]

Security Deposit

900

Prepaid Expenses and Other Current Assets [Member] | Letter of Credit [Member]

Security Deposit

2,000

Accrued Liability [Member]

Contract with Customer, Refund Liability

$ 200

$ 600

$ 200

$ 600

Operating Lease, Liability

700

Other Current Liabilities [Member]

Operating Lease, Liability, Current

200

Other Noncurrent Liabilities [Member]

Operating Lease, Liability, Noncurrent

$ 100

[1]	As of December 31, 2023, the weighted-average remaining amortization period for Trademarks and Customer Relations was 7.21 years and 7.33 years, respectively. The weighted-average remaining amortization period for total intangibles was 7.26 years.
[2]	On March 20, 2023, the Company made certain leadership changes in our essential oil business resulting in a change in strategy and outlook for the business which will result in a reduced portfolio offering. This reduction in the portfolio will be impactful to our essential oil business's future revenues and profitability and as a result the Company made revisions to our internal forecasts. The Company concluded that this change was an interim triggering event for the three months ending March 31, 2023 indicating the carrying value of our essential oil business's long-lived assets including trademarks may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $16.7 million in the three months ending March 31, 2023 within impairment loss on intangibles on the condensed consolidated statement of operations. During the three months ended June 30, 2023, the Company had a substantial decrease in its market capitalization, primarily relating to a decrease in share price. Further, the Company continues to see reduced net revenues across its portfolio primarily due to the current macroeconomic environment reducing demand for consumer goods. Finally, during the three months ending June 30, 2023, the Company implemented a strategy of rationalizing certain less profitable products and reducing its product offering, specifically related to its kitchen appliance products. As a result of this rationalization, along with the reduced demand for its products, the Company has made certain revisions to its internal forecasts for its Paper business and Kitchen appliance business. The Company concluded that these factors were an interim triggering event for the three months ending June 30, 2023 indicating the carrying value of our Paper and Kitchen appliance business’s long-lived assets, including trademarks, may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $22.8 million for the Paper business and Kitchen appliance business during the three months ending June 30, 2023 within impairment loss on intangibles on the condensed consolidated statement of operations. During the three months ended December 31, 2023, The Company continued to see reduced revenue in its paper business resulting in certain revisions to its internal forecasts. Due to these revisions in forecast due to reduced demand,, The Company concluded this was an interim triggering event for the three months ending December 31, 2023 indicating the carrying value of our Paper business’s long-lived assets, including trademarks, may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $0.3 million for the Paper business during the three months ending December 31, 2023 within impairment loss on intangibles on the consolidated statement of operations.
[3]	Certain asset groups experienced a significant decrease in sales and contribution margin through September 30, 2022. This was considered an interim triggering event for the three months ended September 30, 2022. Based on the analysis of comparing the undiscounted cash flow to the carrying value of the asset group, one group tested indicated that the assets may not be recoverable. For this asset group, the Company compared the fair value to the carrying amount of the asset group and recorded an intangible impairment charge of $3.1 million for the year-ended December 31, 2022.

Note 15 - Net Loss Per Share

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Earnings Per Share [Text Block]

15.

NET LOSS PER SHARE

Basic net loss per share is determined by dividing net loss by the weighted-average shares of common stock outstanding during the period. Diluted net loss per share is determined by dividing net loss by diluted weighted-average shares outstanding. Diluted weighted-average shares reflect the dilutive effect, if any, of potentially dilutive shares of common stock, such as options to purchase common stock calculated using the treasury stock method and convertible notes using the “if-converted” method. In periods with reported net operating losses, all options to purchase common stock are deemed anti-dilutive such that basic net loss per share and diluted net loss per share are equal.

The Company’s shares of restricted common stock are entitled to receive dividends and hold voting rights applicable to the Company’s common stock, irrespective of any vesting requirement. Accordingly, although the vesting commences upon the elimination of the contingency, the shares of restricted common stock are considered a participating security and the Company is required to apply the two-class method to consider the impact of the shares of restricted common stock on the calculation of basic and diluted earnings per share. The Company is currently in a net loss position and is therefore not required to present the two-class method; however, in the event the Company is in a net income position, the two-class method must be applied by allocating all earnings during the period to shares of common stock and shares of restricted common stock.

The following table sets forth the computation of basic and diluted net loss per share (in thousands, except share and per share data):

	*Year Ended December 31,*
	*2022*			*2023*
Net loss	$	(196,292	)	$	(74,564	)
Weighted-average number of shares used in computing net loss per share, basic and diluted		66,529,565			78,155,590
Net loss per share, basic and diluted	$	(2.95	)	$	(0.95	)

Anti-dilutive shares excluded from computation of net loss per share (in shares)		13,409,769			22,541,479

All other outstanding potentially dilutive securities, including shares of restricted common stock, common stock options (See Note 11) and common stock warrants (See Note 2) were excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect.

Note 1 - Organization and Description of Business

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

1.	COMPANY OVERVIEW

Aterian, Inc. is a technology-enabled consumer products company that predominantly operates through online retail channels such as Amazon and Walmart. The Company operates its owned brands, which were either incubated or purchased, selling products in multiple categories, including home and kitchen appliances, kitchenware, air quality appliances, health and beauty products and essential oils.

Headquartered in New Jersey, Aterian also maintains offices in China, Philippines, and the United Kingdom.

Liquidity and Going Concern

As an emerging growth company in the early commercialization stage of its lifecycle, we are subject to inherent risks and uncertainties associated with the development of our enterprise. In this regard, substantially all of our efforts to date have been devoted to the development and sale of our products in the marketplace, which includes our investment in organic growth at the expense of short-term profitably, our investment in incremental growth through mergers & acquisitions (“M&A strategy”), our recruitment of management and technical staff, and raising capital to fund the development of our enterprise. As a result of these efforts, we have incurred significant losses and negative cash flows from operations since our inception and expect to continue to incur such losses, at a reduced level, and negative cash flows for the foreseeable future until such time that we reach a scale of profitability to sustain our operations. We have also experienced declining revenues due to macroeconomic factors, including increased interest rates and reduced consumer discretionary spending, and other factors, and we intend to focus our efforts on a more limited number of products. In addition, our recent financial performance has been adversely impacted by inflationary pressures and reduced consumer spending.

In order to execute our growth strategy, we have historically relied on outside capital through the issuance of equity, debt, and borrowings under financing arrangements (collectively “outside capital”) to fund our cost structure, and we expect to continue to rely on outside capital for the foreseeable future, specifically for our M&A strategy. While we believe we will eventually reach a level of profitability to sustain our operations, there can be no assurance we will be able to achieve such profitability or do so in a manner that does not require our continued reliance on outside capital. Moreover, while we have historically been successful in raising outside capital, there can be no assurance we will be able to continue to obtain outside capital in the future or do so on terms that are acceptable to us.

As of the date the accompanying Consolidated Financial Statements were issued (the “issuance date”), we evaluated the significance of the following adverse financial conditions in accordance with Accounting Standard Codification 205-40, Going Concern:

•

Since our inception, we have incurred significant losses and used cash flows from operations to fund our enterprise. In this regard, during the year-ended December 31, 2023, we incurred a net loss of $74.6 million and used net cash flows in our operations of $13.4 million. In addition, as of December 31, 2023, we had unrestricted cash and cash equivalents of $20.0 million available to fund our operations and an accumulated deficit of $699.8 million.

•

We are required to remain in compliance with certain financial covenants required by the MidCap Credit facility (See Note 9, Credit Facility, Term Loans and Warrants). We were in compliance with these financial covenants as of December 31, 2023, and expect to remain in compliance through at least March 31, 2025. During February 2024, the Company amended its terms with Midcap Credit Facility extending the term until December 2026 and amending certain financial covenants with favorable terms (See Note 19, Subsequent Events). However, with our history of forecasting our business following the onset of the COVID-19 global pandemic, the current record global inflation and related global supply chain disruptions, we can provide no assurances that we will remain in compliance with our financial covenants. Further, absent of our ability to generate cash inflows from our operations or secure additional outside capital, we will be unable to remain in compliance with these financial covenants. In the event we are unable to remain in compliance with these financial covenants (or other non-financial covenants required by the MidCap Credit Facility), and we are unable to secure a waiver or forbearance, MidCap may, at its discretion, exercise any and all of its existing rights and remedies, which may include, among others, accelerating repayment of the outstanding borrowings and/or asserting its rights in the assets securing the loan.

•

As of the issuance date, we have no firm commitments to secure additional outside capital from lenders or investors. While we expect to continue to explore raising additional outside capital, specifically to fund our M&A strategy, there can be no assurance we will be able to obtain capital or do so on terms that are acceptable to us. Accordingly, absent our ability to generate cash inflows from our operations and/or secure additional outside capital in the near term, we may be unable to meet our obligations as they become due over the next twelve months beyond the issuance date.

•

The Company's plan is to continue to closely monitor our operating forecast, to pursue our M&A strategy, to pursue additional sources of outside capital on terms that are acceptable to us, and to secure a waiver or forbearance from MidCap if we are unable to remain in compliance with one or more of the covenants required by the MidCap Credit Facility. Further, the Company has enacted a strategy to reduce the number of SKUs it sells and will no longer be pursuing future sales of SKUs that are either not profitable or not core to the Company’s strategy. If some or all of our plans prove unsuccessful, we may need to implement short-term changes to our operating plan, including but not limited to delaying expenditures, reducing investments in new products, delaying the development of our software, or reducing our sale and distribution infrastructure. We may also need to seek long-term strategic alternatives, such as a significant curtailment of our operations, a sale of certain of our assets, a divestiture of certain product lines, a sale of the entire enterprise to strategic or financial investors, and/or allow our enterprise to become insolvent.

The Company has initiated two restructuring programs over the last 12 months to reduce operating costs and right size the workforce to align with the scale of our streamlined operations. In addition, we have reduced the SKU count to solely focus on profitable products that are core to the Company’s strategy. Subsequent to December 31, 2023, we extended the term with Midcap Credit Facility until December 2026 (See Note 9, Credit Facility, Term Loans and Warrants) and amended key terms which will add more flexibility to liquidity and strengthen our balance sheet. In consideration of these factors, the Company will monitor profitability and cash flow over the next several quarters to evaluate our ability to continue as a going concern.

Although significant strides have been made in reducing our operating losses and strengthening our balance sheet, uncertainties persist in our business operations and the forecasting of our business. These uncertainties raise substantial doubt about our ability to continue as a going concern. The accompanying Consolidated Financial Statements have been prepared on the basis that we will continue to operate as a going concern, which contemplates that we will be able to realize assets and settle liabilities and commitments in the normal course of business for the foreseeable future. Accordingly, the accompanying Consolidated Financial Statements do not include any adjustments that may result from the outcome of these uncertainties.

Nasdaq Listing - On April 24, 2023, we received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of our common stock for the last 30 consecutive business days, the Company is not currently in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Notice”). The Bid Price Notice provided a compliance period of 180 calendar days from the date of the Bid Price Notice, or until October 23, 2023, to regain compliance with the minimum closing bid requirement, pursuant to Nasdaq Listing Rule 5810(c)(3)(A). Following a request we made on October 13, 2023, on October 24, 2023, we received a letter from Nasdaq granting the Company an additional 180 days, or until April 22, 2024, to regain compliance with the minimum closing bid requirement (the “Extension Notice”).

The Bid Price Notice has no immediate effect on the continued listing status of our common stock on The Nasdaq Capital Market, and, therefore, our listing remains fully effective.

If at any time before April 22, 2024, the closing bid price of our common stock closes at or above $1.00 per share for a minimum of 10 consecutive business days, subject to Nasdaq’s discretion to extend this period pursuant to Nasdaq Listing Rule 5810(c)(3)(H) to 20 consecutive business days, Nasdaq will provide written notification that the Company has achieved compliance with the minimum bid price requirement, and the matter would be resolved.

On August 11, 2023, Aterian's shareholders approved discretionary authority to our Board to (A) amend our Amended and Restated Certificate of Incorporation to effect one or more consolidations of the issued and outstanding shares of our common stock, par value $0.0001 per share, pursuant to which the shares of Common Stock would be combined and reclassified at ratios within the range from 1-for-2 up to 1-for-30 and (B) determine whether to arrange for the disposition of fractional interests by stockholders entitled thereto, to pay in cash the fair value of fractions of a share of Common Stock as of the time when those entitled to receive such fractions are determined, or to entitle stockholders to receive from our transfer agent, in lieu of any fractional share, the number of shares of Common Stock rounded up to the next whole number, and to amend our Amended and Restated Certificate of Incorporation in connection therewith, provided that any Reverse Stock Split must be completed on or before the day immediately prior to the date of the 2024 Annual Meeting of Stockholders.

The Company will continue to monitor the closing bid price of its Common Stock and seek to regain compliance with all applicable Nasdaq requirements within the allotted compliance period. If the Company does not regain compliance within the allotted compliance period, Nasdaq will provide notice that the Common Stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. There can be no assurance that the Company will regain compliance with the minimum bid price requirement during the compliance period, or maintain compliance with the other Nasdaq listing requirements.

In the future, if our common stock remains below the continued listing standard of $1.00 per share or otherwise fails to satisfy any of the Nasdaq continued listing requirements, and if we are unable to cure such deficiency during any subsequent cure period, our common stock could be delisted from the Nasdaq. If our common stock ultimately were to be delisted for any reason, we could face a number of significant material adverse consequences, including limited availability of market quotations for our common stock; limited news and analyst coverage; decreased ability to obtain additional financing or failure to comply with the covenants with our current lenders; limited liquidity for our stockholders due to thin trading; and the potential loss of confidence by investors, employees and other third parties who we do business with.

In order to regain compliance with the Minimum Bid Price Rule, we plan to effect a reverse split of our common stock which could impact the market price for our stock, limit our ability to raise capital or otherwise limit our ability to execute acquisition transactions and there is no assurance that the market price or trading volume for our common stock will not further decline after effecting such split.

Restructuring - On May 9, 2023, the Company announced a plan to reduce expenses by implementing a reduction in its current workforce impacting approximately 50 employees and 15 contractors, primarily in the Philippines. The Company recognized restructuring charges of $1.6 million for the year-ended December 31, 2023, respectively.

On February 8, 2024, the Company committed to a fixed cost-cutting plan, including a reduction in workforce which will result in the termination of approximately 21 employees and 27 contractors globally. The Company expects to substantially complete this reduction by the end of the first quarter of 2024. The Company will recognize restructuring charges in connection with the plan, primarily related to severance, of $0.6 million. The Company expects the charges will be recognized primarily in the first quarter of 2024, with the majority of such charges anticipated to be paid by the end of the first quarter of 2024.

Note 6 - Fair Value Measurements - Summary of Financial Assets Measured at Fair Value (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Inputs, Level 1 [Member] \| Warrant Liability [Member]
Liabilities	$ 0	$ 0
Fair Value, Inputs, Level 1 [Member] \| Cash and Cash Equivalents [Member]
Assets	20,023	43,574
Fair Value, Inputs, Level 1 [Member] \| Restricted Cash [Member]
Assets	2,172	3,055
Fair Value, Inputs, Level 2 [Member] \| Warrant Liability [Member]
Liabilities	0	0
Fair Value, Inputs, Level 2 [Member] \| Cash and Cash Equivalents [Member]
Assets	0	0
Fair Value, Inputs, Level 2 [Member] \| Restricted Cash [Member]
Assets	0	0
Fair Value, Inputs, Level 3 [Member] \| Warrant Liability [Member]
Liabilities	1,033	3,473
Fair Value, Inputs, Level 3 [Member] \| Cash and Cash Equivalents [Member]
Assets	0	0
Fair Value, Inputs, Level 3 [Member] \| Restricted Cash [Member]
Assets	$ 0	$ 0

Note 7 - Prepaid and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2023

Notes Tables

Schedule Of Prepaid Expenses And Other Current Assets [Table Text Block]

	*December 31, 2022*		*December 31, 2023*
Prepaid inventory	$	1,342	$	619
Restricted cash		2,926		2,043
Prepaid insurance		1,991		1,355
Prepaid freight forwarder		576		100
Other		1,426		881
Prepaid and Other Current Assets	$	8,261	$	4,998

Note 17 - Goodwill and Intangibles (Details Textual) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Oct. 04, 2022

Dec. 31, 2023

Jun. 30, 2023

Mar. 31, 2023

Dec. 31, 2022

Sep. 30, 2022

Mar. 31, 2022

Dec. 31, 2023

Dec. 31, 2022

Goodwill, Impairment Loss

$ 500

$ 90,900

$ 29,000

$ 0

$ 120,409

Goodwill

$ 0

Impairment of Intangible Assets, Finite-Lived

$ 16,700

39,728

^[1],[2]

3,118

^[3]

Trademarks [Member]

Impairment of Intangible Assets, Finite-Lived

39,728

^[2]

3,087

^[3]

Customer Relationships [Member]

Impairment of Intangible Assets, Finite-Lived

$ (0)

^[1],[2]

(0)

^[3]

Weighted Average [Member]

Finite-Lived Intangible Assets, Remaining Amortization Period (Year)

7 years 3 months 3 days

Weighted Average [Member] | Trademarks [Member]

Finite-Lived Intangible Assets, Remaining Amortization Period (Year)

7 years 2 months 15 days

Weighted Average [Member] | Customer Relationships [Member]

Finite-Lived Intangible Assets, Remaining Amortization Period (Year)

7 years 3 months 29 days

Paper Business and Kitchen Appliance Business [Member]

Impairment of Intangible Assets, Finite-Lived

$ 300

$ 22,800

Step and Go [Member]

Goodwill, Impairment Loss

$ 500

Business Combination, Consideration Transferred

$ 700

Goodwill

$ 500

[1]	As of December 31, 2023, the weighted-average remaining amortization period for Trademarks and Customer Relations was 7.21 years and 7.33 years, respectively. The weighted-average remaining amortization period for total intangibles was 7.26 years.
[2]	On March 20, 2023, the Company made certain leadership changes in our essential oil business resulting in a change in strategy and outlook for the business which will result in a reduced portfolio offering. This reduction in the portfolio will be impactful to our essential oil business's future revenues and profitability and as a result the Company made revisions to our internal forecasts. The Company concluded that this change was an interim triggering event for the three months ending March 31, 2023 indicating the carrying value of our essential oil business's long-lived assets including trademarks may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $16.7 million in the three months ending March 31, 2023 within impairment loss on intangibles on the condensed consolidated statement of operations. During the three months ended June 30, 2023, the Company had a substantial decrease in its market capitalization, primarily relating to a decrease in share price. Further, the Company continues to see reduced net revenues across its portfolio primarily due to the current macroeconomic environment reducing demand for consumer goods. Finally, during the three months ending June 30, 2023, the Company implemented a strategy of rationalizing certain less profitable products and reducing its product offering, specifically related to its kitchen appliance products. As a result of this rationalization, along with the reduced demand for its products, the Company has made certain revisions to its internal forecasts for its Paper business and Kitchen appliance business. The Company concluded that these factors were an interim triggering event for the three months ending June 30, 2023 indicating the carrying value of our Paper and Kitchen appliance business’s long-lived assets, including trademarks, may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $22.8 million for the Paper business and Kitchen appliance business during the three months ending June 30, 2023 within impairment loss on intangibles on the condensed consolidated statement of operations. During the three months ended December 31, 2023, The Company continued to see reduced revenue in its paper business resulting in certain revisions to its internal forecasts. Due to these revisions in forecast due to reduced demand,, The Company concluded this was an interim triggering event for the three months ending December 31, 2023 indicating the carrying value of our Paper business’s long-lived assets, including trademarks, may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $0.3 million for the Paper business during the three months ending December 31, 2023 within impairment loss on intangibles on the consolidated statement of operations.
[3]	Certain asset groups experienced a significant decrease in sales and contribution margin through September 30, 2022. This was considered an interim triggering event for the three months ended September 30, 2022. Based on the analysis of comparing the undiscounted cash flow to the carrying value of the asset group, one group tested indicated that the assets may not be recoverable. For this asset group, the Company compared the fair value to the carrying amount of the asset group and recorded an intangible impairment charge of $3.1 million for the year-ended December 31, 2022.

Note 2 - Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Significant Accounting Policies [Text Block]

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation—The Consolidated Financial Statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of Estimates—Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period covered by the financial statements and accompanying notes. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from those estimates.

Principles of Consolidation—The Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Restricted Cash—As of December 31, 2022, the Company has classified the following as restricted cash: $0.1 million related to its Chinese subsidiary within “other non-current assets” on the consolidated balance sheets, $2.0 million related to a letter of credit and $0.9 million for cash sweeps account related to the Midcap Credit facility within “Prepaid and Other Current Assets” on the consolidated balance sheets.

As of December 31, 2023, the Company has classified the following as restricted cash: $0.1 million related to its Chinese subsidiary within “other non-current assets” on the consolidated balance sheets and $2.0 million related to a letter of credit within "Prepaid and Other Current Assets" on the consolidated balance sheets.

Accounts Receivable—Accounts receivable are stated at historical cost less allowance for doubtful accounts. On a periodic basis, management evaluates its accounts receivable and determines whether to provide an allowance or if any accounts should be written off based on a past history of write-offs, collections and current credit conditions. A receivable is considered past due if the Company has not received payments based on agreed-upon terms. The Company generally does not require any security or collateral to support its receivables. The Company performs ongoing evaluations of its customers and maintains an allowance for bad and doubtful receivables. As of December 31, 2022 and 2023, the Company had an allowance for doubtful accounts of $0.4 and $0.1 million, respectively.

Concentration of Credit Risk—Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company maintains cash and restricted cash with various domestic and foreign financial institutions of high credit quality. The Company performs periodic evaluations of the relative credit standing of all of the aforementioned institutions. The Company does have cash deposits at financial institutions in excess of the insured amount of $0.3 million by the Federal Deposit Insurance Corporation.

The Company’s accounts receivables are derived from sales contracts with a large number of customers. The Company maintains reserves for potential credit losses on customer accounts when deemed necessary. Significant customers are those which represent more than 10% of the Company’s total net revenue or gross accounts receivable balance at the balance sheet date. During the years-ended December 31, 2022 and 2023, the Company had zero customers that accounted for 10% or more of total net revenue. In addition, as of December 31, 2022 and 2023, the Company had three and four customers that accounted for 10% or more of gross accounts receivable. As of December 31, 2022 and 2023, approximately 43% and 32%, respectively, of its accounts receivable is held by the Company’s sales platform vendor, Amazon, which collects money on the Company’s behalf from its customers.

The Company’s business is reliant on one key vendor which currently provides the Company with its sales platform, logistics and fulfillment operations, including certain warehousing for the Company’s net goods, and invoicing and collection of its revenue from the Company’s end customers. In 2022, approximately 89% of the Company’s revenue was through or with the Amazon sales platform and in 2023, 88% of its net revenue was through or with the Amazon sales platform.

Property and Equipment—Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is provided for using the straight-line method over the estimated useful lives of the assets. Capital leases and leasehold improvements are amortized using the straight-line method over the shorter of the lease term or estimated useful life of the asset. Costs of maintenance and repairs that do not improve or extend the lives of the respective assets are expensed as incurred.

Income Taxes—The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to operating loss carry-forwards and temporary differences between financial statement bases of existing assets and liabilities and their respective income tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in the income tax rates on deferred tax asset and liability balances is recognized in income in the period that includes the enactment date of such rate change. A valuation allowance is recorded for loss carry-forwards and other deferred tax assets when it is determined that it is more likely than not that such loss carry-forwards and deferred tax assets will not be realized. The Company recognizes the tax benefits on any uncertain tax positions taken or expected to be taken in the Consolidated Financial Statements when it is more likely than not the position will be realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. The tax benefits recognized in the Consolidated Financial Statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes estimated interest and penalties related to uncertain tax positions as a part of the provision for income taxes.

Revenue Recognition—The Company accounts for revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). The Company derives its revenue from the sale of consumer products. The Company sells its products directly to consumers through online retail channels and through wholesale channels.

For direct-to-consumer sales, the Company considers customer order confirmations to be a contract with the customer. Customer confirmations are executed at the time an order is placed through third-party online channels. For wholesale sales, the Company considers the customer purchase order to be the contract.

For all of the Company’s sales and distribution channels, revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which typically occurs at shipment date. As a result, the Company has a present and unconditional right to payment and record the amount due from the customer in accounts receivable.

Revenue from consumer product sales is recorded at the net sales price (transaction price), which includes an estimate of future returns based on historical return rates. There is judgment in utilizing historical trends for estimating future returns. The Company’s refund liability for sales returns was $0.6 million and $0.2 million at December 31, 2022 and 2023, which is included in accrued liabilities and represents the expected value of the refund that will be due to its customers.

The Company evaluated principal versus agent considerations to determine whether it is appropriate to record platform fees paid to Amazon as an expense or as a reduction of revenue. Platform fees are recorded as sales and distribution expenses and are not recorded as a reduction of revenue because it owns and controls all the goods before they are transferred to the customer. The Company can, at any time, direct Amazon, or similarly, direct other third-party logistics providers (“Logistics Providers”), to return the Company’s inventory to any location specified by the Company. It is the Company’s responsibility to make customers whole following any returns made by customers directly to Logistic Providers and the Company retains the back-end inventory risk. Further, the Company is subject to credit risk (i.e., credit card charge backs), establishes prices of its products, can determine who fulfills the goods to the customer (Amazon or the Company) and can limit quantities or stop selling the goods at any time. Based on these considerations, the Company is the principal in this arrangement.

Performance Obligations. A performance obligation is a promise in a contract to transfer a distinct good to the customer and is the unit of account in ASC Topic 606. A contract’s transaction price is recognized as revenue when the performance obligation is satisfied. Each of the Company’s contracts have a single distinct performance obligation, which is the promise to transfer individual goods.

For consumer product sales, the Company has elected to treat shipping and handling as fulfillment activities, and not a separate performance obligation. Accordingly, the Company recognizes revenue for its single performance obligation related to product sales at the time control of the merchandise passes to the customer, which is generally at the time of shipment. The Company bills customers for charges for shipping and handling on certain sales and such charges are recorded as part of net revenue. Shipping and handling revenue for each of the years-ended December 31, 2022 and 2023 were de minimis.

For each contract, the Company considers the promise to transfer products to be the only identified performance obligation. In determining the transaction price, the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which the Company expects to be entitled.

Sales taxes—Consistent with prior periods, sales taxes collected from customers are presented on a net basis and as such are excluded from net revenue.

Net Revenue by Category: The following table sets forth the Company’s net revenue disaggregated by sales channel and geographic region based on the billing addresses of its customers:

	*Year Ended December 31, 2022*
	(in thousands)
	*Direct*		*Wholesale/Other*		*Total*
North America	$	209,336	$	7,002	$	216,338
Other		4,832		—		4,832
Total net revenue	$	214,168	$	7,002	$	221,170

	*Year Ended December 31, 2023*
	(in thousands)
	*Direct*		*Wholesale/Other*		*Total*
North America	$	133,101	$	4,156	$	137,257
Other		5,309		—		5,309
Total net revenue	$	138,409	$	4,156	$	142,566

Net Revenue by Product Categories: The following table sets forth the Company’s net revenue disaggregated by product categories:

	*Year Ended December 31,*
	*2022*		*2023*
	(in thousands)
Heating, cooling and air quality	$	67,797	$	34,686
Kitchen appliances		40,551		24,181
Health and beauty		17,485		16,025
Personal protective equipment		1,564		549
Cookware, kitchen tools and gadgets		19,526		11,696
Home office		13,322		9,781
Housewares		33,041		26,093
Essential oils and related accessories		23,604		17,204
Other		4,280		2,351
Total net revenue	$	221,170	$	142,566

Fair Value of Financial Instruments—The Company’s financial instruments, including net accounts receivable, accounts payable, and accrued and other current liabilities are carried at historical cost. At December 31, 2023, the carrying amounts of these instruments approximated their fair values because of their short-term nature. The Company’s credit facility is carried at amortized cost at December 31, 2022 and December 31, 2023 and the carrying amount approximates fair value as the stated interest rate approximates market rates currently available to the Company. The Company considers the inputs utilized to determine the fair value of the borrowings to be Level 2 inputs.

The fair value of the Prefunded Warrants and stock purchase warrants issued in connection with the Company's common stock offering on March 1, 2022 were measured using the Black Scholes model. Inputs used to determine estimated fair value of the warrant liabilities include the fair value of the underlying stock at the valuation date, the term of the warrants, and the expected volatility of the underlying stock. The significant unobservable input used in the fair value measurement of the warrant liabilities is the estimated term of the warrants. Upon the issuance of the Prefunded Warrants and stock purchase warrants, the Company evaluated the terms of each warrant to determine the appropriate accounting and classification pursuant to FASB ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”), and FASB Accounting Standards Codification Topic 815, Derivatives and Hedging (“ASC 815”). Based on the Company’s evaluation and due to certain terms in the warrant agreements, it concluded the Prefunded Warrants, and the stock purchase warrants should be classified as liability with subsequent remeasurement as long as such warrants continue to be classified as liabilities.

The fair value of the contingent consideration related to business combinations is estimated using a probability-adjusted discounted cash flow model. These fair value measurements are based on significant inputs not observable in the market. The key internally developed assumptions used in these models are discount rates and the probabilities assigned to the milestones to be achieved. The company remeasures the fair value of the contingent consideration at each reporting period, and any changes in fair value resulting from either the passage of time or events occurring after the acquisition date, such as changes in discount rates, or in the expectations of achieving the performance targets, are recorded within "change in fair value of contingent earn-out liabilities" on the statement of operations.

Assets and liabilities recorded at fair value on a recurring basis in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:

Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

Level 2—Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and

Level 3—Unobservable inputs that are supported by little or no market data for the related assets or liabilities.

Goodwill—The Company operates under one business component which is the same as its reporting unit based on the guidance in ASC Topic 350-20. We assess goodwill for impairment at least annually during the fourth quarter and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. During 2022, we had events and conditions in the first quarter and third quarter that required an interim assessment of goodwill.

We evaluated current economic conditions, including the impact of the Federal Reserve further increasing the risk-free interest rate, as well as the inflationary pressure on product and labor costs and operational impacts attributable to continued global supply chain disruptions. We believe that these conditions were factors in our market capitalization falling below the book value of net assets as of March 31, 2022 and September 30, 2022. Accordingly, we concluded a triggering event had occurred and performed interim goodwill impairment analyses.

The Company engaged a third-party valuation specialist to assist management in performing interim goodwill impairment tests. For goodwill, impairment testing is based upon the best information available using a combination of the discounted cash flow method (a form of the income approach) and the guideline public company method, while also taking into consideration our market capitalization. Under the income approach, or discounted cash flow method, the significant assumptions used are projected net revenue, projected contribution margin (product operating margin before fixed costs), fixed costs and terminal growth rates. Projected net revenue, projected contribution margin and terminal growth rates were determined to be significant assumptions because they are the three primary drivers of the projected cash flows in the discounted cash flow fair value model. Under the guideline public company method, significant assumptions relate to the selection of appropriate guideline companies, the valuation multiples used in the market analysis and the Company’s market capitalization.

Due to the sustained decline in the Company’s stock price leading up to and subsequent to the fiscal quarters ending March 31, 2022 and September 30, 2022, the Company used the market capitalization as of quarter-end in each case to determine the fair value of the reporting unit. As a result, the Company recorded goodwill impairment charges of $29.0 million and $90.9 million during the three months ended March 31, 2022 and September 30, 2022, respectively. There was no remaining goodwill on the balance sheet as of September 30, 2022.

On October 4, 2022, the Company acquired Step and Go, a brand in the health and wellness category, for $0.7 million. As part of the purchase price allocation of the acquisition, $0.5 million was attributed to goodwill. As our market capitalization was below net assets as of December 31, 2022, an impairment loss on goodwill of $0.5 million was recorded for the three months ended December 31, 2022, which is included in impairment loss on goodwill in the Consolidated Statement of Operations for the year-ended December 31, 2022.

For the year-ended December 31, 2022, total goodwill impairment was approximately $120.4 million. There is no remaining goodwill balance as of December 31, 2022 and December 31, 2023.

Intangibles—We review long-lived assets for impairment when performance expectations, events, or changes in circumstances indicate that the asset's carrying value may not be recoverable. The evaluation is performed at the lowest level of identifiable cash flows by comparing the carrying value of the asset group to the undiscounted cash flows. If the evaluation indicates that the carrying amount of the assets may not be recoverable, any potential impairment is measured based upon the fair value of the related asset or asset group as determined by an appropriate market appraisal or other valuation technique.

On March 20, 2023, the Company made certain leadership changes in our essential oil business resulting in a change in strategy and outlook for the business resulting in a reduced portfolio offering. This reduction in the portfolio will be impactful to our essential oil business's future revenues and profitability and as a result the Company made revisions to our internal forecasts. The Company concluded that this change was an interim triggering event for the three months ending March 31, 2023 indicating the carrying value of our essential oil business's long-lived assets including trademarks may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $16.7 million during the three months ending March 31, 2023 within impairment loss on intangibles on the consolidated statement of operations.

During the three months ended June 30, 2023, the Company had a substantial decrease in its market capitalization, primarily relating to a decrease in share price. Further, the Company continues to see reduced net revenues across its portfolio due primarily to the current macroeconomic environment reducing demand for consumer discretionary goods. Finally, during the three months ending June 30, 2023, the Company implemented a strategy of rationalizing certain less profitable products and reducing its product offering, specifically related to its kitchen appliance products. As a result of this rationalization, along with the reduced demand for its products, the Company has made certain revisions to its internal forecasts for its Paper business and Kitchen appliance business. The Company concluded that these factors were an interim triggering event for the three months ending June 30, 2023 indicating the carrying value of our Paper and Kitchen appliance business’s long-lived assets, including trademarks, may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $22.8 million for the Paper business and Kitchen appliance business during the three months ending June 30, 2023 within impairment loss on intangibles on the consolidated statement of operations.

During the three months ended December 31, 2023, The Company continued to see reduced revenue in its paper business resulting in certain revisions to its internal forecasts. Due to these revisions in forecast due to reduced demand,, The Company concluded this was an interim triggering event for the three months ending December 31, 2023 indicating the carrying value of our Paper business’s long-lived assets, including trademarks, may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $0.3 million for the Paper business during the three months ending December 31, 2023 within impairment loss on intangibles on the consolidated statement of operations.

These fair value measurements require significant judgements using Level 3 inputs, such as discounted projected future cash flows, which are not observable from the market, directly or indirectly. There is uncertainty in the projected future cash flows used in the Company’s impairment analysis, which requires the use of estimates and assumptions. If actual performance does not achieve the projections, or if the assumptions used in the analysis change in the future, the Company may be required to recognize additional impairment charges in future periods. Key assumptions in the impairment models included a discount and royalty rate. The Company believes our procedures for determining fair value are reasonable and consistent with current market conditions as of December 31, 2023.

For the year-ended December 31, 2022 and 2023, total impairment loss on intangibles were approximately $3.1 million and $39.7 million, respectively.

Business Combinations—In accordance with FASB ASC Topic 805 “Business Combinations", acquired assets and liabilities assumed as part of a business acquisition are generally recorded at their fair value at the date of acquisition. The excess of purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Determining fair value of identifiable assets, particularly intangibles, and liabilities acquired also requires management to make estimates, which are based on all available information and in some cases assumptions with respect to the timing and amount of future revenues and expenses associated with an asset.

Accounting and Contingent Consideration—The Company’s acquisitions include contingent consideration as part of the purchase price. The fair value of the contingent consideration is estimated as of the acquisition date based on the present value of the contingent payments to be made using a weighted probability of possible payments. The unobservable inputs used in the determination of the fair value of the contingent consideration include management’s assumptions about the likelihood of payment based on the established benchmarks and discount rates based on internal rate of return analysis. The fair value measurement includes inputs that are Level 3 measurements. If actual results increase or decrease as compared to the assumption used in the Company’s analysis, the fair value of the contingent consideration obligations will increase or decrease, up to the contracted limit, as applicable. Changes in the fair value of the contingent earn-out consideration could cause a material impact and volatility in the Company’s operating results.

Inventory and Cost of Goods Sold—The Company’s inventory consists almost entirely of finished goods. The Company currently records inventory on its balance sheet on a first-in first-out basis, or net realizable value, if it is below the Company’s recorded cost. The Company’s costs include the amounts it pays manufacturers for product, tariffs and duties associated with transporting product across national borders, and freight costs associated with transporting the product from its manufacturers to its warehouses, as applicable. The valuation of our inventory requires us to make judgments, based on available information such as historical data, about the likely method of disposition, such as through sales to individual customers or liquidations, and expected recoverable values of each disposition category. Changes to the relevant assumptions and projections would impact our consolidated financial results in periods subsequent to recording these estimates. If we anticipate a change in assumptions such as future demand or market conditions to be less favorable than our previous estimates, additional inventory write-downs may be required. Conversely, if we are able to sell inventories that had been written down to a level below the ultimate realized selling price in a previous period, sales would be recorded with a lower or no offsetting charge to cost of sales.

The “Cost of goods sold” line item in the consolidated statements of operations consists of the book value of inventory sold to customers during the reporting period and amortization of inventory step-up from acquisitions. When circumstances dictate that the Company use net realizable value as the basis for recording inventory, it bases its estimates on expected future selling prices less expected disposal costs.

Sales and Distribution—Sales and distribution expenses consist of online advertising costs, marketing and promotional costs, sales and e-commerce platform commissions, fulfillment, including shipping and handling, and warehouse costs (i.e. sales and distribution variable expenses). Further, sales and distribution expenses also include employee compensation and benefits and other related fixed costs. Costs associated with the Company’s advertising and sales promotion are expensed as incurred and are included in sales and distribution expenses. For the years-ended December 31, 2022 and 2023, the Company recognized $11.6 million and $9.1 million, respectively, for advertising costs, which consists primarily of online advertising expense. Shipping and handling expenses are included in the Company’s consolidated statements of operations within sales and distribution expenses. This includes pick and pack costs and outbound transportation costs to ship goods to customers performed by e-commerce platforms or incurred directly by the Company’s own fulfillment operations. The Company’s expense for shipping and handling was $47.4 million and $32.4 million during fiscal years 2022 and 2023, respectively.

Research and Development— Research and development expenses include compensation and employee benefits for technology development employees, travel related costs, and fees paid to outside consultants related to development of the Company’s owned intellectual property and technology.

General and Administrative—General and administrative expenses include compensation and employee benefits for executive management, finance administration, legal, and human resources, facility costs, travel, professional service fees and other general overhead costs.

Stock-Based Compensation—Stock-based compensation expense to employees is measured based on the grant-date fair value of the awards and recognized in the consolidated statements of operations over the period during which the employee is required to perform services in exchange for the award (the vesting period of the award). The fair value of restricted stock awards is based on the stock price on the date of the grant. The Company estimates the fair value of stock options granted using the Black-Scholes option valuation model.

The Black-Scholes option-pricing model requires the input of highly subjective assumptions, including the fair value of the Company’s underlying common stock, the expected term of stock options, the expected volatility of the price of its common stock, risk-free interest rates and the expected dividend yield of its common stock. The assumptions used in the Company’s option-pricing model represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, the Company’s stock-based compensation expense could be materially different in the future.

These assumptions are estimated as follows:

•

Risk-Free Interest Rate. The Company based the risk-free interest rate used in the Black-Scholes valuation model on the implied yield available on U.S. Treasury zero-coupon bonds with an equivalent remaining term of the stock options for each stock option group.

•

Expected Term. The Company determines the expected term based on the average period the stock options are expected to remain outstanding, generally calculated as the midpoint of the stock options vesting term and contractual expiration period, as it does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior.

•

Expected Volatility. The Company determines the price volatility factor based on the historical volatility of publicly-traded industry peers. To determine its peer group of companies, the Company considers public companies in the technology industry and selects those that are similar to the Company in size, stage of life cycle and financial leverage. The Company does not rely on implied volatilities of traded options in its industry peers’ common stock because the volume of activity is relatively low.

•

Expected Dividend Yield. The Company has not paid and does not anticipate paying any cash dividends in the foreseeable future and, therefore, uses an expected dividend yield of zero.

If any of the assumptions used in the Black-Scholes option-pricing model changes significantly, stock-based compensation for future awards may differ materially compared with the awards granted previously. The Company recognizes forfeitures as they occur, which results in a reduction in compensation expense at the time of forfeiture.

Foreign Currency—The functional currency of the Company’s foreign subsidiaries is the local currency. All assets and liabilities of foreign subsidiaries are translated at the current exchange rate as of the end of the period, and revenues and expenses are translated at the average exchange rates in effect during the period. The gain or loss resulting from the process of translating foreign currency financial statements into U.S. dollars is reflected as a foreign currency cumulative translation, an adopted accounting standard adjustment and reported as a component of accumulated other comprehensive income loss. Foreign currency transaction gains and losses resulting from or expected to result from transactions denominated in a currency other than the functional currency are recognized in other expense, net in the consolidated statements of operations. The Company recorded net loss from foreign currency transactions of $0.2 million for the year ended December 31, 2022 and a gain from foreign currency transactions of $0.2 million for the year-ended December 31, 2023.

Net Loss Per Share—The Company computes basic earnings per share using the weighted-average number of shares of common stock outstanding during the period. For periods in which the Company reports net losses, diluted net loss per share attributable to stockholders is the same as basic net loss per share attributable to stockholders, because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

Segment Information—The Company reports segment information in accordance with ASC Topic No. 280 “Segment Reporting.” The Company has one reportable segment.

Warrant Liability—The fair values of the outstanding warrants were measured using the Black Scholes model. Inputs used to determine estimated fair value of the warrant liabilities include the fair value of the underlying stock at the valuation date, the term of the warrants, and the expected volatility of the underlying stock. The significant unobservable input used in the fair value measurement of the warrant liabilities is the estimated term of the warrants. Generally, increases (decreases) in the fair value of the underlying stock and estimated term result in a directionally similar impact to the periodic fair value measurement of the outstanding warrant liability, and are recorded within the Change in fair market value of warrant line item on the statement of operations.

The fair value of warrant liability was $3.5 million and $1.0 million at December 31, 2022 and 2023, respectively.

Adopted Accounting Standards

In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASC 842”), which was amended by subsequent ASUs, to enhance the comparability and usefulness of financial reporting around leasing activity. The new standard supersedes the existing authoritative literature for lease accounting under ASC 840, with a focus on applying a “right-of-use model.” The guidance for leases under ASC 842 results in a right-of-use asset (“ROU asset”) and lease liability being reported on the balance sheet for leases with an original lease term greater than twelve months. ASC 842 is effective for the Company for annual reporting periods beginning after December 15, 2021, including interim periods within that fiscal year. The Company elected the standard on January 1, 2022 using the alternative modified retrospective transition approach in accordance with ASU 2018-11, Leases (Topic 842): Targeted Improvements. The cumulative effect of the transition adjustments was recognized as of the date of adoption.

Under the alternative modified retrospective transition approach, the reported results for 2022 reflect the application of ASC 842 guidance, whereas comparative periods and the respective disclosures prior to the adoption of ASC 842 are presented using the legacy guidance of ASC 840. The Company recorded an aggregate of approximately $0.7 million of right-of-use assets and a corresponding $0.7 million of lease liabilities upon adoption of this standard. Current Right-of-use assets of $0.2 million and corresponding lease liabilities are included in the prepaid and other current assets and accrued and other current liabilities line item respectively on the condensed consolidated balance sheets. Non-current Right-of-Use Assets of $0.1 million and corresponding lease liabilities are included in the prepaid and other non-current assets and accrued and other non-current liabilities line item respectively on the condensed consolidated balance sheets. The adoption of the standard did not have a material impact on the condensed consolidated statements of operations, or condensed consolidated statements of cash flows. The Company has elected to apply the package of practical expedients requiring no reassessment of whether any expired or existing contracts are or contain leases, the lease classification of any expired or existing leases, or the capitalization of initial direct costs for any existing leases. Additionally, the Company elected the practical expedient that permit the exclusions of leases considered to be short-term.

In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Topic 470) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Topic 814): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”). ASU 2020-06 eliminates the number of accounting models used to account for convertible debt instruments and convertible preferred stock. The update also amends the disclosure requirements for convertible instruments and EPS in an effort to increase financial reporting transparency. ASU 2020-06 will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The new guidance was early adopted on January 1, 2022 with no material impact on the Company’s Consolidated Financial Statements.

In June 2016, the FASB issued ASU 2016-13: Financial Instruments – Credit Losses (Topic 326). This ASU requires the use of an expected loss model for certain types of financial instruments and requires consideration of a broader range of reasonable and supportable information to calculate credit loss estimates. For trade receivables, loans and held-to-maturity debt securities, an estimate of lifetime expected credit losses is required. For available-for-sale debt securities, an allowance for credit losses will be required rather than a reduction to the carrying value of the asset. In July 2019, the FASB delayed the effective date for this ASU for private companies (including emerging growth companies) and will be effective for annual reporting periods beginning after December 15, 2022, with early adoption permitted. The Company adopted this standard on January 1, 2023, but it does not have a material impact on the Consolidated Financial Statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes. This ASU provides for certain updates to reduce complexity in accounting for income taxes, including the utilization of the incremental approach for intraperiod tax allocation, among others. This standard is effective for fiscal years beginning after December 15, 2021, and for interim periods beginning after December 15, 2022, with early adoption permitted. The Company adopted this standard on January 1, 2023, but it does not have a material impact on the Consolidated Financial Statements.

In September 2022, the FASB issued ASU 2022-04, Disclosures for Supplier Finance Arrangements. This amendment enhances the transparency of supplier finance programs. This standard is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, except for amendment on roll forward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The new guidance was early adopted on January 1, 2023, with no impact on the Company’s Consolidated Financial Statements.

Recent Accounting Pronouncements

The JOBS Act permits an emerging growth company to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected to use this extended transition period until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

In August 2023, the FASB finalized ASU 2023-09, Income Taxes (Topic 740). This ASU provides for certain updates to enhance the transparency about companies’ exposure to changes in tax legislation and the global tax risk they may face. Under the guidance, companies will be required to provide a breakout of amounts paid for taxes between federal, state, and foreign taxing jurisdictions, rather than a lump sum amount. Further, the rate reconciliation will require disaggregation into eight specific categories, with these categories further disaggregated by jurisdiction and for amounts exceeding 5 percent of their domestic tax rate. The rate reconciliation will need to also disclose both dollar amounts and percentages. This standard is effective for fiscal years beginning after December 15, 2024.

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires a company to disclose additional, more detailed information about a reportable segment’s significant expenses, even if there is one reportable segment, and is intended to improve the disclosures about a public entity’s reportable segments. The ASU is effective for fiscal years beginning after December 15, 2023, and for interim periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2023-07 on our consolidated financial statements.

Note 4 - Accounts Receivable

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Accounts and Nontrade Receivable [Text Block]

4.	ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following as of December 31, 2022 and 2023 (in thousands):

	*December 31,*			*December 31,*
	*2022*			*2023*
Trade accounts receivable	$	4,882		$	4,356
Allowance for doubtful accounts		(367	)		(131	)
Accounts receivable--net	$	4,515		$	4,225

Note 19 - Subsequent Events

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Subsequent Events [Text Block]

19.

SUBSEQUENT EVENTS

On February 8, 2024, the Company committed to a fixed cost-cutting plan, including a reduction in workforce which will result in the termination of approximately 21 employees and 27 contractors globally. The Company expects to substantially complete this reduction by the end of the first quarter of 2024. The Company expects to recognize restructuring charges in connection with the plan, primarily related to severance, of $0.6 million. The Company expects the charges will be recognized primarily in the first quarter of 2024, with the majority of such charges anticipated to be paid by the end of the first quarter of 2024.

On February 23, 2024, the Company amended its asset backed credit facility with MidCap Financial Trust. The Credit Facility term has been extended to December 2026 and gives Aterian access to $17.0 million in current commitments which can be increased, subject to certain conditions, to $30.0 million. The Credit Facility extension reduces the minimum liquidity financial covenant from a peak of $15.0 million to $6.8 million of U.S. cash on hand and/or availability in the Credit Facility. The extension fee was less than $0.1 million.

Note 6 - Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2023

Notes Tables

Fair Value Measurements, Recurring and Nonrecurring [Table Text Block]

	December 31, 2022
	Fair Value Measurement Category
	Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	43,574	$	—	$	—
Restricted Cash		3,055		—		—
Liabilities:
Fair value of warrant liability		—		—		3,473

	*December 31, 2023*
	*Fair Value Measurement Category*
	*Level 1*		*Level 2*		*Level 3*
Assets:
Cash and cash equivalents	$	20,023	$	—	$	—
Restricted cash		2,172		—		—
Liabilities:
Fair value of warrant liability		—		—		1,033

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

	*December 31, 2023*
Warrants liability as of January 1, 2023	$	3,473
Change in fair value of warrants		(2,440	)
Warrants liability as of December 31, 2023	$	1,033

Note 18 - Restructuring (Details Textual) $ in Thousands		12 Months Ended
Note 18 - Restructuring (Details Textual) $ in Thousands	May 09, 2023	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Restructuring Plan, Effected Employees	50
Restructuring Plan, Effected Contractors	15
Restructuring Charges		$ 1,632	$ 0
Restructuring Reserve		193	$ 0
Accrued Expenses and Other Current Liabilities [Member]
Restructuring Reserve		100
Other Liabilities [Member]
Restructuring Reserve		$ 100

Note 1 - Organization and Description of Business (Details Textual) $ / shares in Units, $ in Thousands				3 Months Ended	12 Months Ended
	Feb. 08, 2024 USD ($)	Aug. 11, 2023 $ / shares	May 09, 2023 USD ($)	Mar. 31, 2024 USD ($)	Dec. 31, 2023 USD ($) $ / shares	Dec. 31, 2022 USD ($) $ / shares	Dec. 22, 2021 $ / shares
Net Income (Loss) Attributable to Parent					$ (74,564)	$ (196,292)
Net Cash Provided by (Used in) Operating Activities					(13,388)	(17,477)
Cash and Cash Equivalents, at Carrying Value					20,023	43,574
Retained Earnings (Accumulated Deficit)					$ (699,815)	$ (625,251)
Number of Restructuring Plans					2
Common Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares		$ 0.0001			$ 0.0001	$ 0.0001	$ 0.0001
Restructuring Charges					$ 1,632	$ 0
Employee Severance [Member]
Restructuring Charges			$ 1,600		$ 915
Employee Severance [Member] \| Subsequent Event [Member]
Restructuring Charges	$ 600			$ 600
Employee Severance [Member] \| Employees [Member]
Restructuring and Related Cost, Number of Positions Eliminated			50
Employee Severance [Member] \| Employees [Member] \| Subsequent Event [Member]
Restructuring and Related Cost, Number of Positions Eliminated	21
Employee Severance [Member] \| Contractors [Member]
Restructuring and Related Cost, Number of Positions Eliminated			15
Employee Severance [Member] \| Contractors [Member] \| Subsequent Event [Member]
Restructuring and Related Cost, Number of Positions Eliminated	27
Reverse Stock Split [Member] \| Minimum [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio		2
Reverse Stock Split [Member] \| Maximum [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio		30

Note 10 - Stockholders' Equity

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Equity [Text Block]

10.

STOCKHOLDERS’ EQUITY

Common Shares—The Company has one class of common shares issued and available. Each share of common stock has the right to one vote per share.

On March 1, 2022, we entered into Securities Purchase Agreements (the “Purchase Agreements”) with certain accredited investors identified on the signature pages to the Purchase Agreements (collectively, the “Purchasers”) pursuant to which, among other things, we issued and sold to the Purchasers, in a private placement transaction, (i) 6,436,322 shares of our common stock (the “Shares”), par value $0.0001 per share (“Common Stock”), and accompanying warrants to purchase an aggregate of 4,827,242 shares of common stock, and (ii) prefunded warrants to purchase up to an aggregate of 3,013,850 shares of common stock (the “Prefunded Warrants”) and accompanying warrants to purchase an aggregate of 2,260,388 shares of common stock. The accompanying warrants to purchase Common Stock are referred to herein collectively as the “Common Stock Warrants”, and the Common Stock Warrants and the Prefunded Warrants are referred to herein collectively as the “Warrants”. Under the Purchase Agreements, each Share and accompanying Common Stock Warrant were sold together at a combined price of $2.91, and each Prefunded Warrant and accompanying Common Stock Warrant were sold together at a combined price of $2.91, for gross proceeds of approximately $27.5 million.

On September 29, 2022, we entered into securities purchase agreements (the “September Purchase Agreements”) with certain accredited investors, pursuant to which, among other things, we agreed to sell and issue, in a registered direct offering (the “Registered Direct Offering”), an aggregate of 10,643,034 shares of its Shares and accompanying warrants to purchase an aggregate of 10,643,034 shares of its common stock. 10,526,368 of the shares and the accompanying warrants to purchase 10,526,368 shares of common stock were sold to certain accredited purchasers that are not affiliated with us at a combined offering price of $1.90 per share and accompanying warrant to purchase one share of common stock. The remaining 116,666 shares of Common Stock and the accompanying warrants to purchase 116,666 shares of Common Stock were sold to certain of our insiders, at a combined offering price of $2.10 per share and accompanying warrant to purchase one share of common stock.

The Registered Direct Offering closed on October 4, 2022 and the Company issued and sold an aggregate of 10,643,034 shares of common stock to the Purchasers. The gross proceeds to us from the Registered Direct Offering were approximately $20.2 million, before deducting fees payable to the placement agent and other estimated offering expenses payable by us. We intended to use the net proceeds from the Registered Direct Offering for working capital purposes, the conduct of its business and other general corporate purposes, which may include acquisitions, investments in or licenses of complementary products, technologies or businesses.

Pursuant to the ASC 815-40, the September Purchase Agreement represents a legally binding contract that meets the definition of a firm commitment and as such we recorded a derivative related to the offering of common stock (“forward contract”). Additionally, we recorded $12.8 million derivative expense derived from the excess of the fair-value of the issuances of equity of common shares and common stock warrants over the anticipated proceeds to be received by us. This expense was recorded in loss on initial issuance of equity on the consolidated statement of operations for the year-ended December 31, 2022.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Note 18 - Restructuring (Tables)

12 Months Ended

Dec. 31, 2023

Notes Tables

Restructuring and Related Costs [Table Text Block]

	*Year Ended*
	*December 31, 2023*
	(in thousands)
Employee severance	$	916
Retention bonus settled		411
Contract termination costs		285
Other restructuring costs		21
Total restructuring costs	$	1,633

Schedule of Restructuring Reserve by Type of Cost [Table Text Block]

	*Employee Severance*			*Retention Bonus*			*Contract Termination Costs*			*Other*			*Total*
Balance – December 31, 2022	$	—		$	—		$	—		$	—		$	—
Charges		915			411			285			21			1,632
Usage-cash		(915	)		—			(92	)		—			(1,007	)
Usage-noncash		—			(411	)		—			(21	)		(432	)
Balance – December 31, 2023	$	—		$	—		$	193		$	—		$	193

Note 11 - Stock-based Compensation (Details Textual) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($) shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year)	10 years
Restricted Stock [Member]
Share-Based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount \| $	$ 7.3
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)	2 years 3 months 18 days
Share-Based Payment Arrangement, Tranche One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year)	4 years
Share-Based Payment Arrangement, Tranche One [Member] \| Vesting on First Anniversary [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage	25.00%
Share-Based Payment Arrangement, Tranche One [Member] \| Vesting On Pro Rata Basis Over Remaining Period [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage	75.00%
Share-Based Payment Arrangement, Tranche Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year)	3 years
Share-Based Payment Arrangement, Tranche Two [Member] \| Vesting on First Anniversary [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage	33.33%
Share-Based Payment Arrangement, Tranche Two [Member] \| Vesting On Pro Rata Basis Over Remaining Period [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage	66.66%
Aterian 2014 Equity Incentive Plan [Member]
Common Stock, Capital Shares Reserved for Future Issuance (in shares)	99,310
Aterian 2018 Equity Incentive Plan [Member]
Common Stock, Capital Shares Reserved for Future Issuance (in shares)	1,283,058
Aterion 2019 Equity Plan [Member]
Common Stock, Capital Shares Reserved for Future Issuance (in shares)	0
Aterion 2019 Equity Plan [Member] \| Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Percentage of Outstanding Stock Maximum	70.00%
Inducement Equity Incentive Plan [Member]
Common Stock, Capital Shares Reserved for Future Issuance (in shares)	2,205,001
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year)	10 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares)	2,700,000

Note 17 - Goodwill and Intangibles - Summary of Changes in Goodwill and Intangible Assets (Details) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Dec. 31, 2022

Sep. 30, 2022

Mar. 31, 2022

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Goodwill, impairments

$ (500)

$ (90,900)

$ (29,000)

$ 0

$ (120,409)

$ 0

$ 119,941

468

Goodwill, impairments

^[1]

(120,409)

Goodwill

$ 0

[1]

The Company evaluated current economic conditions during 2022, including the impact of the Federal Reserve further increasing the risk-free interest rate, as well as the inflationary pressure on product and labor costs and operational impacts attributable to continued global supply chain disruptions. The Company believed that these conditions were factors in our market capitalization falling below the book value of net assets during the fiscal quarters ending March 31, 2022 and September 30, 2022. Accordingly, the Company concluded a triggering event had occurred in each of these periods and performed interim goodwill impairment analyses. As a result, the Company recorded a goodwill impairment charge of approximately $29.0 million and $90.9 during the three months ended March 31, 2022 and September 30, 2022, respectively. On October 4, 2022, the Company acquired Step and Go, a brand in the health and Wellness category, for $0.7 million. As part of the purchase price allocation of the acquisition, $0.5 million was attributed to goodwill. As our market capitalization was further reduced below net assets as of December 31, 2022, we concluded a triggering event has occurred to test goodwill, an impairment loss on goodwill of $0.5 million was recorded for the three months ended December 31, 2022, which is included in impairment loss on goodwill in the Consolidated Statement of Operations for the year-ended December 31, 2022.

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash	$ 20,023	$ 43,574
Accounts receivable, net	4,225	4,515
Inventory	20,390	43,666
Prepaid and other current assets	4,998	8,261
Total current assets	49,636	100,016
Property and equipment, net	775	853
Intangibles, net	11,320	54,757
Other non-current assets	138	813
Total assets	61,869	156,439
Current Liabilities:
Credit facility	11,098	21,053
Accounts payable	4,190	16,035
Seller notes	1,049	1,693
Accrued and other current liabilities	9,110	14,254
Total current liabilities	25,447	53,035
Other liabilities	391	1,452
Total liabilities	25,838	54,487
Commitments and contingencies (Note 12)
Stockholders' equity:
Common stock, $0.0001 par value, 500,000,000 shares authorized and 80,752,290 and 90,097,372 shares outstanding at December 31, 2022 and December 31, 2023, respectively	9	8
Additional paid-in capital	736,675	728,339
Accumulated deficit	(699,815)	(625,251)
Accumulated other comprehensive loss	(838)	(1,144)
Total stockholders’ equity	36,031	101,952
Total liabilities and stockholders' equity	$ 61,869	$ 156,439

Note 11 - Stock-based Compensation

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

11.

STOCK-BASED COMPENSATION

The Company has four equity plans:

2014 Amended and Restated Equity Incentive Plan

The board of directors of Aterian Group, Inc., a subsidiary of the Company (“AGI”), adopted, and AGI’s stockholders approved, the Aterian Group, Inc. 2014 Equity Incentive Plan on June 11, 2014. On March 1, 2017, AGI’s board of directors adopted, and AGI’s stockholders approved, an amendment and restatement of the 2014 Equity Incentive Plan (as amended, the “Aterian 2014 Plan”). As of December 31, 2023, 99,310 shares were reserved for awards available for future issuance under the Aterian 2014 Plan.

2018 Equity Incentive Plan

The Company’s board of directors (the “Board”) adopted the Aterian, Inc. 2018 Equity Incentive Plan (the “2018 Plan”) on October 11, 2018. The 2018 Plan was approved by its stockholders on May 24, 2019. As of December 31, 2023, 1,283,058 shares were reserved for awards available for future issuance under the 2018 Plan.

Options granted to date under the Aterian 2014 Plan and the 2018 Plan generally vest either: (i) over a four-year period with 25% of the shares underlying the options vesting on the first anniversary of the vesting commencement date with the remaining 75% of the shares vesting on a pro-rata basis over the succeeding thirty-six months, subject to continued service with the Company through each vesting date, or (ii) over a three-year period with 33 1/3% of the shares underlying the options vesting on the first anniversary of the vesting commencement date with the remaining 66 2/3% of the shares vesting on a pro-rata basis over the succeeding twenty-four months, subject to continued service with the Company through each vesting date. Options granted are generally exercisable for up to 10 years subject to continued service with the Company.

2019 Equity Plan

The Board adopted the Aterian, Inc. 2019 Equity Plan (the “2019 Equity Plan”) on March 20, 2019. The 2019 Equity Plan was approved by its stockholders on May 24, 2019. As of December 31, 2023, there were no shares were reserved for future issuance and there were no longer any awards outstanding under the 2019 Equity Plan. Shares of restricted common stock granted under the 2019 Equity Plan initially vested in substantially equal installments on the 6th, 12th, 18th and 24th monthly anniversary of the closing of the Company’s initial public offering (“IPO”). The Company and the 2019 Equity Plan participants subsequently agreed to extend the vesting date of the shares granted under the 2019 Equity Plan a number of times and the last remaining shares granted under the 2019 Equity Plan vested on March 14, 2022. Awards granted under the 2019 Equity Plan and not previously forfeited upon termination of service carried dividend and voting rights applicable to the Company’s common stock, irrespective of any vesting requirement. Under ASC Topic 718, the Company treats each award in substance as multiple awards as a result of the graded vesting and the fact that there is more than one requisite service period. Upon the prerequisite service period becoming probable, the day of the IPO, the Company recorded a cumulative catch-up expense and the remaining expense was recorded under graded vesting. In the event the service of a participant in the 2019 Equity Plan (each, a “Participant”) was terminated due to an “involuntary termination”, then all of such Participant’s unvested shares of restricted common stock were to vest on the date of such involuntary termination unless, within three business days of such termination (1) the Company’s board of directors unanimously determines that such vesting should not occur and (2) the remaining Participants holding restricted share awards covering at least 70% of the shares of restricted common stock issued and outstanding under the 2019 Equity Plan determine that such vesting should not occur. In the event of a forfeiture, voluntary or involuntary, of shares of restricted common stock granted under the 2019 Equity Plan, such shares were automatically reallocated to the remaining Participants in proportion to the number of shares of restricted common stock covered by outstanding awards that each such Participant holds.

Inducement Equity Incentive Plan

On May 27, 2022, the Compensation Committee of the Board (the “Compensation Committee”) adopted the Aterian, Inc. 2022 Inducement Equity Incentive Plan (the “Inducement Plan”). The Inducement Plan will serve to advance the interests of the Company by providing a material inducement for the best available individuals to join the Company as employees by affording such individuals an opportunity to acquire a proprietary interest in the Company.

The Inducement Plan provides for the grant of equity-based awards in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares solely to prospective employees of the Company or an affiliate of the Company provided that certain criteria are met. Awards under the Inducement Plan may only be granted to an individual, as a material inducement to such individual to enter into employment with the Company or an affiliate of the Company, who (i) has not previously been an employee or director of the Company or (ii) is rehired following a bona fide period of non-employment with the Company. The maximum number of shares available for grant under the Inducement Plan is 2,700,000 shares of the Company’s common stock (subject to adjustment for recapitalizations, stock splits, reorganizations and similar transactions). The Inducement Plan is administered by the Compensation Committee and expires ten years from the date of effectiveness. As of December 31, 2023, 2,205,001 shares were reserved for future issuance under the Inducement Plan.

The Inducement Plan has not been and will not be approved by the Company’s stockholders. Awards under the Inducement Plan will be made pursuant to the exemption from Nasdaq stockholder approval requirements for equity compensation provided by Nasdaq Listing Rule 5635(c)(4), which permits Nasdaq listed companies to make inducement equity awards to new employees without first obtaining stockholder approval of the award.

The following is a summary of stock options activity during the year-ended December 31, 2023:

	*Options Outstanding*
	*Number of Options*			*Weighted- Average Exercise Price*		*Weighted- Average Remaining Contractual Life (years)*		*Aggregate Intrinsic Value*
Balance—January 1, 2023		368,596		$	9.26		5.89	$	—
Options granted		—		$	—		—	$	—
Options exercised		—		$	—		—	$	—
Options canceled		(172,292	)	$	9.32		—	$	—
Balance—December 31, 2023		196,304		$	9.21		5.00	$	—
Exercisable as of December 31, 2023		196,304		$	9.21		5.00	$	—
Vested and expected to vest as of December 31, 2023		196,304		$	9.21		5.00	$	—

As of December 31, 2023, all options have been fully expensed.

A summary of restricted stock activity within the Company’s equity plans and changes for the year-ended December 31, 2023, is as follows:

Restricted Stock Awards	*Shares*			*Weighted Average Grant- Date Fair Value*
Nonvested at January 1, 2023		4,223,023		$	4.85
Granted		13,138,725		$	0.50
Vested		(3,180,053	)	$	3.07
Forfeited		(4,093,643	)	$	2.21
Nonvested at December 31, 2023		10,088,052		$	0.81

As of December 31, 2023, the total unrecognized compensation expense related to unvested shares of restricted common stock was $7.3 million, which the Company expects to recognize over an estimated weighted-average period of 2.3 years.

Stock-based compensation expense is allocated based on the cost center to which the award holder belongs. The following table summarizes the total stock-based compensation expense by function, including expense related to consultants for years-ended December 31, 2022 and 2023.

	*Year Ended December 31,*
	*2022*		*2023*
	(in thousands)
Sales and distribution expenses	$	5,014	$	2,439
Research and development expenses		1,871		1,414
General and administrative expenses		7,709		4,483
Total stock-based compensation expense	$	14,594	$	8,336

Note 18 - Restructuring - Summary of Restructuring Reserve (Details) - USD ($) $ in Thousands		12 Months Ended
	May 09, 2023	Dec. 31, 2023	Dec. 31, 2022
Balance – December 31, 2022		$ 0
Charges		1,632	$ 0
Usage-cash		(1,007)
Usage-noncash		(432)
Balance – December 31, 2023		193	0
Employee Severance [Member]
Balance – December 31, 2022		0
Charges	$ 1,600	915
Usage-cash		(915)
Usage-noncash		0
Balance – December 31, 2023		0	0
Retention Bonus Settlement [Member]
Balance – December 31, 2022		0
Charges		411
Usage-cash		0
Usage-noncash		(411)
Balance – December 31, 2023		0	0
Contract Termination [Member]
Balance – December 31, 2022		0
Charges		285
Usage-cash		(92)
Usage-noncash		0
Balance – December 31, 2023		193	0
Other Restructuring [Member]
Balance – December 31, 2022		0
Charges		21
Usage-cash		0
Usage-noncash		(21)
Balance – December 31, 2023		$ 0	$ 0

Note 13 - Income Taxes - Loss Before Provision (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Domestic	$ (71,600)	$ (196,166)
International	(3,831)	(502)
Loss before income taxes	$ (75,431)	$ (196,668)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(11))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479557/942-235-S99-1

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 25
-Paragraph 1
-SubTopic 20
-Topic 940
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481913/940-20-25-1

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

Note 18 - Restructuring

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Restructuring and Related Activities Disclosure [Text Block]

18.

RESTRUCTURING

On May 9, 2023, the Company announced a plan to reduce expenses and re-align the organization’s structure by implementing a reduction in its current workforce impacting approximately 50 employees and 15 contractors, primarily in the Philippines. The headcount reduction is part of the Company's cost-saving initiatives to navigate challenges in the industry and to better position itself for future growth opportunities. The Company incurred $1.6 million of restructuring charges during the year-ended December 31, 2023, respectively.

The accounting for the restructuring costs follows the provisions of ASC 420, "Accounting for Costs Associated with Exit or Disposal Activities," which requires the recognition of a liability once the restructuring plan is communicated to affected employees and meets the criteria of being probable and reasonably estimable. The Company recognizes a liability for employee severance, other benefits, and involuntary terminations on the communication date.

The following table provides a summary of the restructuring costs incurred:

	*Year Ended*
	*December 31, 2023*
	(in thousands)
Employee severance	$	916
Retention bonus settled		411
Contract termination costs		285
Other restructuring costs		21
Total restructuring costs	$	1,633

There were no restructuring costs incurred during the year-ended December 31, 2022.

The following table provides a summary of the Company's total restructuring reserve:

	*Employee Severance*			*Retention Bonus*			*Contract Termination Costs*			*Other*			*Total*
Balance – December 31, 2022	$	—		$	—		$	—		$	—		$	—
Charges		915			411			285			21			1,632
Usage-cash		(915	)		—			(92	)		—			(1,007	)
Usage-noncash		—			(411	)		—			(21	)		(432	)
Balance – December 31, 2023	$	—		$	—		$	193		$	—		$	193

As of December 31, 2023, the Company has a liability of $0.2 million for restructuring costs, of which $0.1 million is included in accrued expenses and other current liabilities and $0.1 million is included in other liabilities on the consolidated balance sheet.

The Company will continue to assess the restructuring plan's progress and provide updates as required in future financial statements if there are material changes to the initial estimates or additional significant restructuring activities.

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Warrants With Offering [Member] Common Stock [Member]	Warrants With Offering [Member] Additional Paid-in Capital [Member]	Warrants With Offering [Member] Retained Earnings [Member]	Warrants With Offering [Member] AOCI Attributable to Parent [Member]	Warrants With Offering [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
BALANCE (in shares) at Dec. 31, 2021						55,090,237
BALANCE at Dec. 31, 2021						$ 5	$ 653,650	$ (428,959)	$ (468)	$ 224,228
Net loss						$ 0	0	(196,292)	0	(196,292)
Issuance of shares of restricted common stock (in shares)						4,428,662
Issuance of shares of restricted common stock						$ 1	0	0	0	1
Forfeiture of shares of restricted common stock (in shares)						(423,482)
Exercise of prefunded warrants (in shares)						3,013,850
Exercise of prefunded warrants						$ 0	15,039	0	0	15,039
Issuance of common stock for settlement of seller note (in shares)						292,887
Issuance of common stock for settlement of seller note						$ 0	767	0	0	767
Issuance of common stock, net of issuance costs (in shares)						18,277,948
Issuance of common stock, net of issuance costs						$ 2	46,832	0	0	46,834
Issuance of warrants in connection with offering	$ 0	$ (18,982)	$ 0	$ 0	$ (18,982)
Issuance of common stock (in shares)						72,188
Issuance of common stock						$ 0	43	0	0	43
Loss on initial issuance of equity						0	18,669	0	0	18,669
Issuance of warrants to contractors						0	1,137	0	0	1,137
Stock-based compensation expense						0	11,184	0	0	11,184
Other comprehensive income (loss)						$ 0	0	0	(676)	(676)
BALANCE (in shares) at Dec. 31, 2022						80,752,290
BALANCE at Dec. 31, 2022						$ 8	728,339	(625,251)	(1,144)	101,952
Net loss						$ 0	0	(74,564)	0	(74,564)
Issuance of shares of restricted common stock (in shares)						13,138,725
Issuance of shares of restricted common stock						$ 1	0	0	0	1
Forfeiture of shares of restricted common stock (in shares)						(4,093,643)
Issuance of common stock (in shares)						300,000
Issuance of common stock						$ 0	290	0	0	290
Stock-based compensation expense						0	8,046	0	0	8,046
Other comprehensive income (loss)						$ 0	0	0	306	306
BALANCE (in shares) at Dec. 31, 2023						90,097,372
BALANCE at Dec. 31, 2023						$ 9	$ 736,675	$ (699,815)	$ (838)	$ 36,031

Note 13 - Income Taxes - Components of Income Tax Provisions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Federal	$ 0	$ 0
State	73	101
Foreign	213	69
Total current income tax expense	286	170
Federal	0	(270)
State	0	(35)
Foreign	(1,153)	(241)
Total deferred income tax (benefit)	(1,153)	(546)
Total income tax (benefit)	$ (867)	$ (376)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Consolidated Statements of Operations - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Net revenue

$ 142,566

$ 221,170

Cost of goods sold

72,281

115,652

Gross profit

70,285

105,518

Operating expenses:

Sales and distribution

81,911

121,139

Research and development

4,616

6,012

General and administrative

20,220

38,239

Impairment loss on goodwill

120,409

Impairment loss on intangibles

39,728

^[1],[2]

3,118

^[3]

Change in fair value of contingent earn-out liabilities

(5,240)

Total operating expenses

146,475

283,677

Operating loss

(76,190)

(178,159)

Interest expense, net

1,421

2,603

Gain on extinguishment of seller note

(2,012)

Loss on initial issuance of equity

18,669

Change in fair value of warrant liability

(2,440)

(470)

Other (income) expense, net

260

(281)

Loss before income taxes

(75,431)

(196,668)

Benefit for income taxes

(867)

(376)

Net loss

$ (74,564)

$ (196,292)

Net loss per share, basic and diluted (in dollars per share)

$ (0.95)

$ (2.95)

Weighted-average number of shares outstanding, basic and diluted (in shares)

78,155,590

66,529,565

[1]	As of December 31, 2023, the weighted-average remaining amortization period for Trademarks and Customer Relations was 7.21 years and 7.33 years, respectively. The weighted-average remaining amortization period for total intangibles was 7.26 years.
[2]	On March 20, 2023, the Company made certain leadership changes in our essential oil business resulting in a change in strategy and outlook for the business which will result in a reduced portfolio offering. This reduction in the portfolio will be impactful to our essential oil business's future revenues and profitability and as a result the Company made revisions to our internal forecasts. The Company concluded that this change was an interim triggering event for the three months ending March 31, 2023 indicating the carrying value of our essential oil business's long-lived assets including trademarks may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $16.7 million in the three months ending March 31, 2023 within impairment loss on intangibles on the condensed consolidated statement of operations. During the three months ended June 30, 2023, the Company had a substantial decrease in its market capitalization, primarily relating to a decrease in share price. Further, the Company continues to see reduced net revenues across its portfolio primarily due to the current macroeconomic environment reducing demand for consumer goods. Finally, during the three months ending June 30, 2023, the Company implemented a strategy of rationalizing certain less profitable products and reducing its product offering, specifically related to its kitchen appliance products. As a result of this rationalization, along with the reduced demand for its products, the Company has made certain revisions to its internal forecasts for its Paper business and Kitchen appliance business. The Company concluded that these factors were an interim triggering event for the three months ending June 30, 2023 indicating the carrying value of our Paper and Kitchen appliance business’s long-lived assets, including trademarks, may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $22.8 million for the Paper business and Kitchen appliance business during the three months ending June 30, 2023 within impairment loss on intangibles on the condensed consolidated statement of operations. During the three months ended December 31, 2023, The Company continued to see reduced revenue in its paper business resulting in certain revisions to its internal forecasts. Due to these revisions in forecast due to reduced demand,, The Company concluded this was an interim triggering event for the three months ending December 31, 2023 indicating the carrying value of our Paper business’s long-lived assets, including trademarks, may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $0.3 million for the Paper business during the three months ending December 31, 2023 within impairment loss on intangibles on the consolidated statement of operations.
[3]	Certain asset groups experienced a significant decrease in sales and contribution margin through September 30, 2022. This was considered an interim triggering event for the three months ended September 30, 2022. Based on the analysis of comparing the undiscounted cash flow to the carrying value of the asset group, one group tested indicated that the assets may not be recoverable. For this asset group, the Company compared the fair value to the carrying amount of the asset group and recorded an intangible impairment charge of $3.1 million for the year-ended December 31, 2022.

Note 8 - Accrued and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2023

Notes Tables

Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]

	*December 31, 2022*		*December 31, 2023*
Accrued compensation costs	$	53	$	140
Accrued professional fees and consultants		461		310
Accrued logistics costs		609		149
Product related accruals		1,248		644
Sales tax payable		711		1,019
Sales return reserve		646		233
Accrued fulfillment expense		755		821
Accrued insurance		356		187
Federal payroll taxes payable		1,467		1,243
Accrued interest payable		190		146
Warrant liability		3,473		1,033
All other accruals		4,285		3,185
Accrued and current liabilities	$	14,254	$	9,110

Note 14 - Related Party Transaction

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

14.

RELATED PARTY TRANSACTION

None.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Note 13 - Income Taxes - Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income tax benefit at statutory rates	$ (15,839)	$ (41,300)
Permanent differences	0	0
Debt extinguishment	0	(481)
Warrant liabilities	(482)	4,455
Stock compensation	1,949	4,410
Change in FV contingent consideration	0	0
Other permanent differences	3	3
Foreign rate differential	(95)	14
State income taxes, net of federal tax benefit	(2,052)	(5,644)
Other	(431)	(389)
Prior year true-up adjustments	2,827	(352)
Valuation allowance	13,253	38,908
Total income tax (benefit)	$ (867)	$ (376)

Note 3 - Inventory

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Inventory Disclosure [Text Block]

3.	INVENTORY

Inventory consisted of the following as of December 31, 2022 and 2023 (in thousands):

	*December 31, 2022*		*December 31, 2023*
Inventory on-hand	$	34,374	$	18,980
Inventory in-transit		9,292		1,410
Inventory	$	43,666	$	20,390

The Company’s Inventory on-hand is held either with Amazon, Walmart or the Company’s other third-party warehouses. The Company does not have any contractual right of returns with its contract manufacturers. The Company’s inventory on-hand held by Amazon was approximately $8.6 million and $5.0 million as of December 31, 2022 and December 31, 2023, respectively.

Note 19 - Subsequent Events (Details Textual) $ in Thousands			3 Months Ended	12 Months Ended
	Feb. 08, 2024 USD ($)	May 09, 2023 USD ($)	Mar. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Feb. 23, 2024 USD ($)	Dec. 22, 2021 USD ($)
Restructuring Charges				$ 1,632	$ 0
Line of Credit [Member] \| Midcap Credit Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity							$ 40,000
Line Of Credit Facility, Covenant, Minimum Liquidity Requirements				15,000
Subsequent Event [Member] \| Line of Credit [Member] \| Midcap Credit Facility [Member]
Line of Credit Facility, Current Borrowing Capacity						$ 17,000
Line of Credit Facility, Maximum Borrowing Capacity						30,000
Line Of Credit Facility, Covenant, Minimum Liquidity Requirements						6,800
Subsequent Event [Member] \| Line of Credit [Member] \| Midcap Credit Facility [Member] \| Maximum [Member]
Debt Instrument, Fee Amount						$ 100
Employee Severance [Member]
Restructuring Charges		$ 1,600		$ 915
Employee Severance [Member] \| Employees [Member]
Restructuring and Related Cost, Number of Positions Eliminated		50
Employee Severance [Member] \| Contractors [Member]
Restructuring and Related Cost, Number of Positions Eliminated		15
Employee Severance [Member] \| Subsequent Event [Member]
Restructuring Charges	$ 600		$ 600
Employee Severance [Member] \| Subsequent Event [Member] \| Employees [Member]
Restructuring and Related Cost, Number of Positions Eliminated	21
Employee Severance [Member] \| Subsequent Event [Member] \| Contractors [Member]
Restructuring and Related Cost, Number of Positions Eliminated	27

Note 12 - Commitment and Contingencies (Details Textual) $ in Thousands, Pure in Millions									1 Months Ended	3 Months Ended	12 Months Ended
	Dec. 29, 2022 USD ($)	Dec. 12, 2022 USD ($)	May 06, 2022 USD ($)	Feb. 24, 2022 USD ($)	Feb. 24, 2022 GBP (£)	Nov. 30, 2021 USD ($)	Jun. 10, 2021 USD ($) shares	May 02, 2021 USD ($)	Apr. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Jun. 30, 2022 USD ($)
Purchase Obligation											$ 6,500	$ 13,500
Sales and Excise Tax Payable, Current											1,019	711
General and Administrative Expense											20,220	38,239
Earn-out Payment Dispute [Member]
Earn Out Payment Amount				$ 8,800	£ 6,902,816
Settlement Agreement [Member]
Proceeds to be Received From Settlement Agreement								$ 3,000
Line of Credit Facility, Number of Installments								3
Settlement Agreement [Member] \| Prepaid Expenses and Other Current Assets [Member]
Prepaid Expense, Current												4,100
Settlement Agreement [Member] \| Third Party [Member]
Proceeds to be Received From Settlement Agreement						$ 1,000
Settlement Agreement [Member] \| First Payment [Member]
Litigation Settlement, Amount Awarded from Other Party												1,000
Securities Class Action [Member]
Litigation Settlement Amount Payable to Other Party			$ 1,300										$ 1,300
Litigation Settlement, Expense			$ 1,300
Litigation Settlement, Amount Awarded to Other Party												$ 1,300
Stipulation [Member]
Litigation Settlement, Expense	$ 300	$ 300
Securities Purchase Agreement [Member] \| Sabby Volatility Warrant Master Fund Ltd [Member]
Litigation Settlement, Expense											1,600
Sale of Stock, Number of Shares Issued in Transaction (in shares) \| shares							400,000
Sale of Stock, Consideration Received on Transaction							$ 6,000
General and Administrative Expense											$ 1,600
Securities Purchase Agreement [Member] \| Muller Austria [Member]
Litigation Settlement, Amount Awarded to Other Party										$ 800
Litigation Settlement In Cash									$ 500
Litigation Settlement, Coupons Awarded									$ 300

Note 12 - Commitment and Contingencies

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

12.

COMMITMENT AND CONTINGENCIES

Inventory Purchases—As of December 31, 2022 and 2023, the Company had $13.5 million and $6.5 million, respectively, of inventory purchase orders placed with vendors waiting to be fulfilled.

Sales or Other Similar Taxes—Based on the location of the Company’s current operations, the majority of sales tax is collected and remitted either by the Company or on its behalf by e-commerce marketplaces in most states within the U.S. To date, the Company has had no actual or threatened sales and use tax claims from any state where it does not already claim nexus or any state where it sold products prior to claiming nexus. However, the Company believes that the likelihood of incurring a liability as a result of sales tax nexus being asserted by certain states where it sold products prior to claiming nexus is probable. As of each of December 31, 2022 and December 31, 2023, the Company estimates that the potential liability, including current sales tax payable is approximately $0.7 million and $1.0 million, respectively, which has been recorded as an accrued liability. The Company believes this is the best estimate of an amount due to taxing agencies, given that such a potential loss is an unasserted liability that would be contested and subject to negotiation between the Company and the state, or decided by a court.

Settlement Agreement—On May 2, 2021, the Company entered into a settlement agreement with one of the Company’s suppliers who agreed to pay the amount of $3.0 million to the Company in three installments of $1.0 million each, with the first payment to be paid on or before May 31, 2021, the second payment to be paid on or before September 30, 2021, and the third payment to be paid on or before November 30, 2021. Further, the supplier agreed to deliver certain goods as part of this settlement by September 30, 2021. Through the date of the accompanying Consolidated Financial Statements, the supplier has not paid in full its required first payment of $1.0 million nor has it delivered the required quantity of goods. The Company fully reserved $4.1 million within prepaid and other current assets on its Consolidated Financial Statements during the year-ended December 31, 2022 and December 31, 2023. The Company has commenced legal action against the supplier and certain other parties to the matter. One of the parties to the matter has filed for bankruptcy and such legal action is being stayed until the resolution of such bankruptcy. The Company continues to reserve its legal options and rights on this matter as of December 31, 2023.

Legal Proceedings—The Company is party to various actions and claims arising in the normal course of business. The Company does not believe that the final outcome of these matters will have a material adverse effect on the Company’s financial position or results of operations. In addition, the Company maintains what it believes is adequate insurance coverage to further mitigate risk. However, no assurance can be given that the final outcome of such proceedings will not materially impact the Company’s financial condition or results of operations. Further, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from such matters.

Securities Class Action—Following a mediation, an initial settlement-in-principle, and further negotiations, on April 22, 2022, the Company, in conjunction with its codefendants Yaniv Sarig, Fabrice Hamaide, and Arturo Rodriguez, entered into a formal settlement agreement to resolve the purported class action lawsuits filed in the U.S. District Court for the Southern District of New York (the “Court”) by Andrew Tate on May 13, 2021, and by Jeff Coon, on June 10, 2021, consolidated under the caption Tate v. Aterian, Inc., et. al., 21-cv-04323-VM (the “Action”).

In the Action, plaintiffs claimed that defendants made false and materially misleading statements and failed to disclose material adverse facts regarding the Company’s business, operations, and prospects, and that this was revealed on May 4, 2021, in a report issued by Culper Research. The Company and its codefendants denied, and continue to deny, that these allegations have any merit. The settlement agreement contains no admission of wrongdoing and expressly states that the Company and its codefendants have entered into a settlement solely to avoid the uncertainties, burden, and expense of further litigation.

The settlement class consists of purchasers of the Company’s securities during the period from August 24, 2020, through May 3, 2021, inclusive (the “Class Period”). Under the terms of the proposed settlement, members of the settlement class release the Company and its codefendants from, among other things, all claims and causes of action of every nature and description, whether known or unknown, that were asserted in the Action; could have been asserted in the Action; relate in any way to transactions in the Company’s securities during the Class Period and any facts, transactions, or occurrences referred to in any of the pleadings or other documents filed in the Action. Under the agreement, the Company was to pay $1.3 million, within 10 business days of the Court’s preliminary approval of the settlement, which would, after final court approval, be distributed to claimants in the settlement class pursuant to the plan of allocation filed with the Court on May 4, 2022. To the extent permitted by the Court, this payment will also fund the legal fees of plaintiffs’ counsel and the costs of administering the settlement.

The proposed settlement was preliminarily approved by the Court on May 6, 2022, and the Company thereafter paid $1.3 million into the designated escrow. On September 12, 2022, the Court entered a final judgment approving the class action settlement. The claims administrator is in the process of distributing funds to claimants. The Company does not anticipate any further action in this matter. In connection with the settlement, the Company accrued approximately $1.3 million during the year-ended December 31, 2021 and paid approximately $1.3 million in the second quarter of 2022.

Shareholder Derivative Actions Related to the Securities Class Action—On October 21, October 25 and November 10, 2021, three shareholder derivative actions were filed on behalf of the Company by Shaoxuan Zhang, Michael Sheller and Tyler Magnus in the U.S. District Court for the Southern District of New York. These actions, collectively, name Yaniv Sarig, Fabrice Hamaide, Arturo Rodriguez, Greg B. Petersen, Bari A. Harlam, Amy von Walter, William Kurtz, Roi Zion Zahut, Joseph A. Risico, Tomer Pascal and Mihal Chaouat-Fix as individual defendants, and the Company as a nominal defendant. These actions are predicated on substantively the same factual allegations contained in the above-described securities class action which was resolved via settlement in September 2022 The Company believes the allegations are without merit and continues to deny each of the claims and allegations of wrongdoing. On December 12, 2022, the parties reached an agreement and entered into a Stipulation and Agreement of Settlement (the “Stipulation”) to resolve this derivative action. Under the Stipulation, the Company agreed to adopt certain corporate governance reforms, the terms of which are outlined in Exhibit A to the Stipulation, and a payment of the Plaintiffs’ attorneys’ fees and expenses of $0.3 million The proposed settlement was preliminarily approved by the Court on December 29, 2022, the Company made the agreed $0.3 million payment, and received final approval to the settlement on March 17, 2023.

Investor Contract Action—On September 20, 2021, Sabby Volatility Warrant Master Fund Ltd. (the “Investor”) sued the Company in the Supreme Court of the State of New York, New York County, alleging that the Company breached the Securities Purchase Agreement, dated June 10, 2021 (the “Purchase Agreement”), pursuant to which the Investor purchased 400,000 shares of the Company’s common stock, for an aggregate price of approximately $6.0 million. The Investor contended that certain of the representations and warranties made by the Company in the Purchase Agreement concerning its financial condition and the accuracy of its prior disclosures were untrue and that the Company breached the Purchase Agreement’s anti-dilution and use-of-proceeds covenants on both August 9, 2021 and September 23, 2021, when the Company resolved certain defaults with High Trail. The parties reached a settlement agreement for $1.6 million on October 11, 2022. In this action, the Company denied, and it continues to deny, the Investor’s allegations, and the settlement agreement contains no admission of wrongdoing; the Company nevertheless determined that a resolution was warranted to minimize the costs and risks of ongoing litigation. The Company recorded a $1.6 million expense in general and administrative expenses on the Consolidated Statement of Operations for the year-ended December 31, 2022.

Mueller Action—In October 2021, the Company received a class action notification and pre-lawsuit demand letter demanding corrective action with respect to the marketing, advertising and labeling of certain products under the Mueller brand (the “Mueller Action”). In April 2022, the parties reached an agreement in principle to resolve this potential action for $0.5 million in cash and $0.3 million worth of coupons, which the Company accrued $0.8 million in the three months ended March 31, 2022, subject to court approval. The court preliminarily approved the settlement on August 3, 2023 and has scheduled a hearing for final approval for May 2024. If that approval is not granted, the Company is prepared to continue the full defense of this action.

Earn-out Payment Dispute—On February 24, 2022, the Company received a notice disputing the Company’s calculation of the earn-out payment to be paid to Josef Eitan and Ran Nir pursuant to the Stock Purchase Agreement (the “PPD Stock Purchase Agreement”), dated as of May 5, 2021, by and among the Company, Truweo, LLC, Photo Paper Direct Ltd, Josef Eitan and Ran Nir. The Company is in discussions with representatives of Mr. Eitan and Mr. Nir, who believe they are entitled to the full earn-out amount (£6,902,816 or approximately $8.8 million) under the terms of the PPD Stock Purchase Agreement, whereas the Company believes they are not. Mr. Eitan and Mr. Nir filed a motion to compel arbitration in the Southern District of New York on September 14, 2022, which was granted on May 18, 2023. The parties engaged an independent accountant to resolve the dispute, as required by the PPD Stock Purchase Agreement and the Southern District of New York. In February 2024, the independent accountant ruled in favor of the Company and determined that the Company owes no earn-out. Therefore, the Company believes it has no liability to the sellers.

Nasdaq Listing - On April 24, 2023, we received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC indicating that, based upon the closing bid price of our common stock for the last 30 consecutive business days, the Company is not currently in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2). The Bid Price Notice provided a compliance period of 180 calendar days from the date of the Bid Price Notice, or until October 23, 2023, to regain compliance with the minimum closing bid requirement, pursuant to Nasdaq Listing Rule 5810(c)(3)(A). Following a request we made on October 13, 2023, on October 24, 2023, we received a letter from Nasdaq granting the Company an additional 180 days, or until April 22, 2024, to regain compliance with the minimum closing bid requirement.

The Bid Price Notice has no immediate effect on the continued listing status of our common stock on The Nasdaq Capital Market, and, therefore, our listing remains fully effective.

The Company has a compliance period of 180 calendar days from the date of the Extension Notice, or until April 22, 2024, to regain compliance with the minimum closing bid requirement, pursuant to Nasdaq Listing Rule 5810(c)(3)(A). If at any time before April 22, 2024, the closing bid price of our common stock closes at or above $1.00 per share for a minimum of 10 consecutive business days, subject to Nasdaq’s discretion to extend this period pursuant to Nasdaq Listing Rule 5810(c)(3)(H) to 20 consecutive business days, Nasdaq will provide written notification that the Company has achieved compliance with the minimum bid price requirement, and the matter would be resolved.

The Company will continue to monitor the closing bid price of its Common Stock and seek to regain compliance with all applicable Nasdaq requirements within the allotted compliance periods. If the Company does not regain compliance within the allotted compliance periods, Nasdaq will provide notice that the Common Stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. There can be no assurance that the Company will regain compliance with the minimum bid price requirement during the compliance period or maintain compliance with the other Nasdaq listing requirements.

Leases—The Company’s minimum lease liabilities are not material to the Company's financial statements as of December 31, 2023.

Note 17 - Goodwill and Intangibles

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Goodwill and Intangible Assets Disclosure [Text Block]

17.

GOODWILL AND INTANGIBLES

The following tables summarize the changes in the Company’s intangible assets as of December 31, 2022 and December 31, 2023 (in thousands):

	January 1, 2022		Year-Ended December 31, 2022					December 31, 2022
	Gross Carrying Amount		Additions		Impairments ⁽¹⁾			Net Book Value
Goodwill	$	119,941	$	468	$	(120,409	)	$	—

(1)

The Company evaluated current economic conditions during 2022, including the impact of the Federal Reserve further increasing the risk-free interest rate, as well as the inflationary pressure on product and labor costs and operational impacts attributable to continued global supply chain disruptions. The Company believed that these conditions were factors in our market capitalization falling below the book value of net assets during the fiscal quarters ending March 31, 2022 and September 30, 2022. Accordingly, the Company concluded a triggering event had occurred in each of these periods and performed interim goodwill impairment analyses. As a result, the Company recorded a goodwill impairment charge of approximately $29.0 million and $90.9 during the three months ended March 31, 2022 and September 30, 2022, respectively. On October 4, 2022, the Company acquired Step and Go, a brand in the health and Wellness category, for $0.7 million. As part of the purchase price allocation of the acquisition, $0.5 million was attributed to goodwill. As our market capitalization was further reduced below net assets as of December 31, 2022, we concluded a triggering event has occurred to test goodwill, an impairment loss on goodwill of $0.5 million was recorded for the three months ended December 31, 2022, which is included in impairment loss on goodwill in the Consolidated Statement of Operations for the year-ended December 31, 2022.

For the year-ended December 31, 2022, total goodwill impairment was approximately $120.4 million. There is no remaining goodwill balance as of December 31, 2022 and December 31, 2023.

The following tables summarize the changes in the Company’s intangible assets as of December 31, 2022 and December 31, 2023 (in thousands):

	January 1, 2022		Year-Ended December 31, 2022					December 31, 2022			December 31, 2022
	Gross Carrying Amount		Additions		Impairments ⁽¹⁾			Accumulated Amortization			Net Book Value
Trademarks	$	65,910		192	$	(3,087	)	$	(13,008	)	$	50,007
Non-competition agreement		111		—		(31	)		(80	)		—
Transition services agreement		23		—		—			(23	)		—
Customer relationships		5,700		—		—			(950	)		4,750
Other		700		—		—			(700	)		—
Total intangibles	$	72,444	$	192	$	(3,118	)	$	(14,761	)	$	54,757

	*January 1, 2023*		*Year Ended December 31, 2023*					*December 31, 2023*			*December 31, 2023*
	*Gross Carrying Amount*		*Additions*		Impairments ⁽²⁾			*Accumulated Amortization*			*Net Book Value*
Trademarks⁽³⁾	$	62,202	$	—	$	(39,728	)	$	(15,335	)	$	7,140
Non-competition agreement		11		—		—			(11	)		—
Transition services agreement		12		—		—			(12	)		—
Customer relationships⁽³⁾		5,700		—		—			(1,520	)		4,180
Other		700		—		—			(700	)		—
Total intangibles⁽³⁾	$	68,625	$	—	$	(39,728	)	$	(17,578	)	$	11,320

(1)

Certain asset groups experienced a significant decrease in sales and contribution margin through September 30, 2022. This was considered an interim triggering event for the three months ended September 30, 2022. Based on the analysis of comparing the undiscounted cash flow to the carrying value of the asset group, one group tested indicated that the assets may not be recoverable. For this asset group, the Company compared the fair value to the carrying amount of the asset group and recorded an intangible impairment charge of $3.1 million for the year-ended December 31, 2022.

(2)

On March 20, 2023, the Company made certain leadership changes in our essential oil business resulting in a change in strategy and outlook for the business which will result in a reduced portfolio offering. This reduction in the portfolio will be impactful to our essential oil business's future revenues and profitability and as a result the Company made revisions to our internal forecasts. The Company concluded that this change was an interim triggering event for the three months ending March 31, 2023 indicating the carrying value of our essential oil business's long-lived assets including trademarks may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $16.7 million in the three months ending March 31, 2023 within impairment loss on intangibles on the condensed consolidated statement of operations.

During the three months ended June 30, 2023, the Company had a substantial decrease in its market capitalization, primarily relating to a decrease in share price. Further, the Company continues to see reduced net revenues across its portfolio primarily due to the current macroeconomic environment reducing demand for consumer goods. Finally, during the three months ending June 30, 2023, the Company implemented a strategy of rationalizing certain less profitable products and reducing its product offering, specifically related to its kitchen appliance products. As a result of this rationalization, along with the reduced demand for its products, the Company has made certain revisions to its internal forecasts for its Paper business and Kitchen appliance business. The Company concluded that these factors were an interim triggering event for the three months ending June 30, 2023 indicating the carrying value of our Paper and Kitchen appliance business’s long-lived assets, including trademarks, may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $22.8 million for the Paper business and Kitchen appliance business during the three months ending June 30, 2023 within impairment loss on intangibles on the condensed consolidated statement of operations.

(3)

As of December 31, 2023, the weighted-average remaining amortization period for Trademarks and Customer Relationships was 7.21 years and 7.33 years, respectively. The weighted-average remaining amortization period for total intangibles was 7.26 years.

The following table sets forth the estimated aggregate amortization of our in-place intangible assets and favorable intangible assets for the next five years and thereafter (amounts in thousands):

2024	$	1,592
2025		1,551
2026		1,551
2027		1,551
2028		1,551
Thereafter		3,524
Total	$	11,320

Note 3 - Inventory (Details Textual) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Other Inventory, Warehouse, Gross	$ 5.0	$ 8.6

Note 11 - Stock-based Compensation - Restricted Stock Activity (Details) - Restricted Stock [Member]	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Nonvested (in shares) \| shares	4,223,023
Nonvested, weighted average grant-date fair value (in dollars per share) \| $ / shares	$ 4.85
Granted (in shares) \| shares	13,138,725
Granted, weighted average grant-date fair value (in dollars per share) \| $ / shares	$ 0.5
Vested (in shares) \| shares	(3,180,053)
Vested, weighted average grant-date fair value (in dollars per share) \| $ / shares	$ 3.07
Forfeited (in shares) \| shares	(4,093,643)
Forfeited, weighted average grant-date fair value (in dollars per share) \| $ / shares	$ 2.21
Nonvested (in shares) \| shares	10,088,052
Nonvested, weighted average grant-date fair value (in dollars per share) \| $ / shares	$ 0.81

Note 9 - Credit Facility, Term Loans and Warrants

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Debt Disclosure [Text Block]

9.	CREDIT FACILITY, TERM LOANS, AND WARRANTS

Midcap Credit Facility

On December 22, 2021, the Company entered into a Credit and Security Agreement (the “Credit Agreement”) together with certain of its subsidiaries party thereto as borrowers, the entities party thereto as lenders, and Midcap Funding IV Trust, as administrative agent, pursuant to which, among other things, (i) the Lenders agreed to provide a three year revolving credit facility in a principal amount of up to $40.0 million subject to a borrowing base consisting of, among other things, inventory and sales receivables (subject to certain reserves), and (ii) the Company agreed to issue to MidCap Funding XXVII Trust a warrant (the “Midcap Warrant”) to purchase up to an aggregate of 200,000 shares of common stock of the Company, par value $0.0001 per share, in exchange for the Lenders extending loans and other extensions of credit to the Company under the Credit Agreement.

On December 22, 2021, the Company used $27.6 million of the net proceeds from the initial loan under the Credit Agreement to repay all remaining amounts owed under those certain senior secured promissory notes issued by the Company to High Trail Investments SA LLC and High Trail Investments ON LLC in an initial principal amount of $110.0 million, as amended (the “Terminated Notes”).

The obligations under the Credit Agreement are a senior secured obligation of the Company and rank senior to all indebtedness of the Company. Borrowings under the Credit Agreement bear interest at a rate of Term Secured Overnight Financing Rate ("Term SOFR"), which is defined as SOFR plus 0.10%, plus 5.50%. The Company will also be required to pay a commitment fee of 0.50% in respect of the undrawn portion of the commitments, which is generally based on average daily usage of the facility during the immediately preceding fiscal quarter. The Credit Agreement does not require any amortization payments.

The Credit Agreement minimum liquidity covenant, which includes the Company’s unrestricted U.S. cash plus the revolving loan availability, requires that Midcap shall not permit the credit party liquidity at any time to be less than (a) during the period commencing on February 1st through and including May 31st of each calendar year, $12.5 million and (b) at all other times, $15.0 million. The Credit Agreement includes events of default that are customary for these types of credit facilities, including the occurrence of a change of control. The Company is in compliance with the financial covenants contained within the Credit Agreement as of December 31, 2023. The MidCap credit facility was scheduled to mature in December 2024.

The Midcap Warrant has an exercise price of $4.70 per share, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions, is immediately exercisable, has a term of ten years from the date of issuance and is exercisable on a cash or cashless basis.

On February 23, 2024, the Company amended its asset backed credit facility with MidCap Financial Trust. The Credit Facility term has been extended to December 2026 and gives Aterian access to $17 million in current commitments which can be increased, subject to certain conditions, to $30.0 million. The Credit Facility extension reduces the minimum liquidity financial covenant from a peak of $15.0 million to $6.8 million of cash on hand and/or availability in the Credit Facility. The extension fee was less than $0.1 million. See Subsequent Events (Note 19) for amendment to the Midcap Credit Facility.

The Company’s credit facility consisted of the following as of December 31, 2022 and 2023 (in thousands):

	*December 31, 2022*			*December 31, 2023*
MidCap Credit Facility	$	21,899		$	11,515
Less: deferred debt issuance costs		(459	)		(226	)
Less: discount associated with issuance of warrants		(387	)		(191	)
Total MidCap Credit Facility	$	21,053		$	11,098

Interest Expense, Net

Interest expense, net consisted of the following for the years-ended December 31, 2022 and 2023 (in thousands):

	*Year Ended December 31,*
	*2022*			*2023*
Interest expense	$	2,696		$	2,125
Interest income		(93	)		(704	)
Total interest expense, net	$	2,603		$	1,421

Securities Purchase Agreement and Warrants

On March 1, 2022, the Company entered into Securities Purchase Agreements (the “Purchase Agreements”) with certain accredited investors identified on the signature pages to the Purchase Agreements (collectively, the “Purchasers”) pursuant to which, among other things, the Company issued and sold to the Purchasers, in a private placement transaction (the “2022 Private Placement”), (i) 6,436,322 shares of the Company’s common stock (the “Shares”), and accompanying warrants to purchase an aggregate of 4,827,242 shares of common stock, and (ii) prefunded warrants to purchase up to an aggregate of 3,013,850 shares of common stock (the “Prefunded Warrants”) and accompanying warrants to purchase an aggregate of 2,260,388 shares of common stock. The accompanying warrants to purchase common stock are referred to herein collectively as the “Common Stock Warrants”, and the Common Stock Warrants and the Prefunded Warrants are referred to herein collectively as the “Warrants”. Under the Purchase Agreements, each Share and accompanying Common Stock Warrant were sold together at a combined price of $2.91, and each Prefunded Warrant and accompanying Common Stock Warrant were sold together at a combined price of $2.91, for gross proceeds of approximately $27.5 million. In connection with the 2022 Private Placement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Purchasers, pursuant to which the Company agreed to register for resale the Shares, as well as the shares of common stock issuable upon exercise of the Warrants (the “Warrant Shares”). Under the Registration Rights Agreement, the Company agreed to file a registration statement covering the resale by the Purchasers of the Shares and Warrant Shares within 30 days following the agreement date. The Company filed such resale registration statement on March 28, 2022, and it was declared effective by the SEC on April 8, 2022.

Upon the issuance of the Prefunded Warrants and stock purchase warrants, the Company evaluated the terms of each Warrant to determine the appropriate accounting and classification pursuant to ASC 480 and ASC 815. Based on the Company’s evaluation and due to certain terms in the warrant agreements, it concluded the Prefunded Warrant and the stock purchase warrants should be classified as liabilities with subsequent remeasurement at each quarter so long as such warrants remain to be classified as liabilities. The Company recorded an initial liability on issuance of $19.0 million from this conclusion. As of December 31, 2023, the Company has $1.1 million as the liability related to the Warrants.

On September 29, 2022, the Company entered into securities purchase agreements (the “September Purchase Agreements”) with certain accredited investors, pursuant to which, among other things, the Company agreed to sell and issue, in a registered direct offering (the “Registered Direct Offering”), an aggregate of 10,643,034 shares of its common stock and accompanying warrants to purchase an aggregate of 10,643,034 shares of its common stock. 10,526,368 of the shares and the accompanying warrants to purchase 10,526,368 shares of common stock were sold to certain accredited Purchasers that are not affiliated with the Company at a combined offering price of $1.90 per share and accompanying warrant to purchase one share of common stock. The remaining 116,666 of the shares and the accompanying warrants to purchase 116,666 shares of common stock were sold to certain insiders of the Company, at a combined offering price of $2.10 per share and accompanying warrant to purchase one share of common stock.

The Registered Direct Offering closed on October 4, 2022 and the Company issued and sold an aggregate of 10,643,034 shares of common stock to the Purchasers. The gross proceeds to the Company from the Registered Direct Offering were approximately $20.2 million, before deducting fees payable to the placement agent and other estimated offering expenses payable by the Company. The Company intended to use the net proceeds from the Registered Direct Offering for working capital purposes, the conduct of its business and other general corporate purposes, which may include acquisitions, investments in or licenses of complementary products, technologies or businesses.

Pursuant to the ASC 815-40, the September Purchase Agreements represent legally binding contracts that meets the definition of a firm commitment and as such the Company recorded a derivative related to the offering of common stock (“forward contract”) and associated warrants for the three months ended September 30, 2022. The Company also concluded both the forward contract and the warrants should be classified within stockholders’ equity within the Condensed Consolidated Balance Sheet as of September 30, 2022. Additionally, the Company recorded $12.8 million derivative expense derived from the excess of the fair-value of the issuances of equity of common shares and common stock warrants over the anticipated proceeds to be received by the Company. This expense was recorded in Loss on Initial Issuance of Equity on the Consolidated Statement of Operations for the year-ended December 31, 2022.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Note 17 - Goodwill and Intangibles - Summary of Estimated Aggregate Amortization Expense of Intangible Assets (Details) - USD ($)
$ in Thousands

Dec. 31, 2023

Dec. 31, 2022

$ 1,592

1,551

1,551

1,551

1,551

3,524

$ 11,320

^[1]

$ 54,757

[1]	As of December 31, 2023, the weighted-average remaining amortization period for Trademarks and Customer Relations was 7.21 years and 7.33 years, respectively. The weighted-average remaining amortization period for total intangibles was 7.26 years.

Note 9 - Credit Facility, Term Loans, and Warrants - Schedule of Credit Facility and Term Loans (Details) - Midcap Credit Facility [Member] - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
MidCap Credit Facility	$ 11,515	$ 21,899
Less: deferred debt issuance costs	(226)	(459)
Less: discount associated with issuance of warrants	(191)	(387)
Total MidCap Credit Facility	$ 11,098	$ 21,053

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Note 13 - Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Allowance for doubtful accounts	$ 31	$ 0
Inventory Reserve	1,671	0
Other Accruals	1,402	0
Net operating loss carryforwards	53,361	51,889
Stock options	2,239	1,712
Deferred revenue	0	0
Interest expense limitation	11,317	10,959
Intangibles (definite life)	9,422	181
Intangibles (indefinite life)	19,749	21,386
Deferred tax assets other	2,060	1,972
Total deferred tax assets before valuation allowance	101,252	88,099
Valuation allowance	(99,477)	(86,224)
Net deferred tax assets	1,775	1,875
Fixed assets	(22)	(3)
Goodwill	0	0
Prepaid expenses	0	(1,808)
Intangibles	(1,759)	0
Contingent consideration	0	(1,092)
Other	0	(130)
Net deferred tax liabilities	(1,781)	(3,033)
Deferred tax liability, net	$ (6)	$ (1,158)

Note 18 - Restructuring - Schedule of Restructuring Costs (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Total restructuring costs	$ 1,633
Employee Severance [Member]
Total restructuring costs	916
Retention Bonus Settlement [Member]
Total restructuring costs	411
Contract Termination [Member]
Total restructuring costs	285
Other Restructuring [Member]
Total restructuring costs	$ 21

Note 9 - Credit Facility, Term Loans and Warrants (Tables)

12 Months Ended

Dec. 31, 2023

Notes Tables

Schedule of Debt [Table Text Block]

	*December 31, 2022*			*December 31, 2023*
MidCap Credit Facility	$	21,899		$	11,515
Less: deferred debt issuance costs		(459	)		(226	)
Less: discount associated with issuance of warrants		(387	)		(191	)
Total MidCap Credit Facility	$	21,053		$	11,098

Interest Income and Interest Expense Disclosure [Table Text Block]

	*Year Ended December 31,*
	*2022*			*2023*
Interest expense	$	2,696		$	2,125
Interest income		(93	)		(704	)
Total interest expense, net	$	2,603		$	1,421

Note 8 - Accrued and Other Current Liabilities - Schedule of Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Accrued compensation costs	$ 140	$ 53
Accrued professional fees and consultants	310	461
Accrued logistics costs	149	609
Product related accruals	644	1,248
Sales tax payable	1,019	711
Sales return reserve	233	646
Accrued fulfillment expense	821	755
Accrued insurance	187	356
Federal payroll taxes payable	1,243	1,467
Accrued interest payable	146	190
Warrant liability	1,033	3,473
All other accruals	3,185	4,285
Accrued and current liabilities	$ 9,110	$ 14,254

Note 16 - Acquisitions

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Business Combination Disclosure [Text Block]

16.

ACQUISITIONS

Step and Go

On October 4, 2022, the Company acquired Step and Go, a brand in the health and wellness category, for $0.7 million. The acquisition is deemed immaterial to the Company’s Consolidated Financial Statements.

Contingent Earn-out Liability Considerations

The Company reviews and reassesses the estimated fair value of contingent consideration on a quarterly basis, and the updated fair value could differ materially from the initial estimates. Adjustments to the estimated fair value related to changes in all other unobservable inputs are reported in operating income (loss).

On December 1, 2020, the Company acquired the assets of leading e-commerce business brands Mueller, Pursteam, Pohl and Schmitt, and Spiralizer (the “Smash Assets”) for total consideration of (i) $25.0 million, (ii) 4,220,000 shares of common stock, the cost basis of which was $6.89 (closing stock price at closing of the transaction), of which 164,000 of such shares were issued to the sellers brokers and (iii) a seller note in the amount of $15.6 million, representing the value of certain inventory that the sellers had paid for but not yet sold as of the closing date. As part of the acquisition of the Smash Assets, the sellers of the Smash Assets are entitled to earn-out payments based on the achievement of certain contribution margin thresholds on certain products of the acquired business.

As of December 31, 2022 and December 31, 2023, there was no remaining earn-out liability related to Smash Assets.

As part of the acquisition of the assets of Squatty Potty, LLC (the “Squatty Potty Assets”), Squatty Potty is entitled to earn-out payments based on the achievement of certain contribution margin thresholds on certain products of the acquired business. As of May 5, 2021, the acquisition date, the initial fair value amount of the earn-out payment with respect to the Squatty Potty Assets was appropriately $3.5 million. During the year ended December 31, 2022, the Company paid $4.0 million to the seller to settle the contingent earn-out. As of December 31, 2022 and December 31, 2023, there was no remaining earn-out liability related to Squatty Potty.

The following table summarizes the changes in the carrying value of estimated contingent earn-out liabilities (in thousands) as of December 31, 2022 (in thousands):

	*December 31, 2022*
	*Smash Assets*			*Squatty Potty*			*Total*
Balance— January 1, 2022	$	5,240		$	3,983		$	9,223
Change in fair value of contingent earn-out liabilities		(5,240	)		—			(5,240	)
Payment of contingent earn-out liability		—			(3,983	)		(3,983	)
Balance— December 31, 2022	$	—		$	—		$	—

There was no activity for contingent earn-out liabilities for the year ending December 31, 2023.

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	500,000,000	500,000,000
Common stock, issued (in shares)	90,097,372	80,752,290
Common stock, outstanding (in shares)	90,097,372	80,752,290

Document And Entity Information - USD ($)	12 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2023	Mar. 14, 2024	Jun. 30, 2023
Document Information [Line Items]
Entity Central Index Key	0001757715
Entity Registrant Name	Aterian, Inc.
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Document Transition Report	false
Entity File Number	001-38937
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	83-1739858
Entity Address, Address Line One	350 Springfield Avenue, Suite 200
Entity Address, City or Town	Summit
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07901
City Area Code	347
Local Phone Number	676-1681
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	ATER
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 37,000,000
Entity Common Stock, Shares Outstanding		92,063,605
Auditor Firm ID	34
Auditor Name	Deloitte & Touche LLP
Auditor Location	New York, New York

Note 13 - Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Notes Tables

Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block]

	*December 31,*			*December 31,*
	*2022*			*2023*
Domestic	$	(196,166	)	$	(71,600	)
International		(502	)		(3,831	)
Total	$	(196,668	)	$	(75,431	)

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

	*December 31,*			*December 31,*
	*2022*			*2023*
Current:
Federal	$	—		$	—
State		101			73
Foreign		69			213
Total current income tax expense		170			286

Deferred:
Federal		(270	)		—
State		(35	)		—
Foreign		(241	)		(1,153	)
Total deferred income tax (benefit)		(546	)		(1,153	)
Total income tax (benefit)	$	(376	)	$	(867	)

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

	*December 31,*			*December 31,*
	*2022*			*2023*
Income tax benefit at statutory rates	$	(41,300	)	$	(15,839	)
Permanent differences		—			—
Debt extinguishment		(481	)		—
Warrant liabilities		4,455			(482	)
Stock compensation		4,410			1,949
Change in FV contingent consideration		—			—
Other permanent differences		3			3
Foreign rate differential		14			(95	)
State income taxes, net of federal tax benefit		(5,644	)		(2,052	)
Other		(389	)		(431	)
Prior year true-up adjustments		(352	)		2,827
Valuation allowance		38,908			13,253
Total income tax (benefit)	$	(376	)	$	(867	)

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

	*December 31, 2022*			*December 31, 2023*
Deferred tax assets:
Allowance for doubtful accounts	$	—		$	31
Inventory Reserve		—			1,671
Other Accruals		—			1,402
Net operating loss carryforwards		51,889			53,361
Stock options		1,712			2,239
Deferred revenue		—			—
Interest expense limitation		10,959			11,317
Intangibles (definite life)		181			9,422
Intangibles (indefinite life)		21,386			19,749
Other		1,972			2,060
Total deferred tax assets before valuation allowance		88,099			101,252
Valuation allowance		(86,224	)		(99,477	)
Net deferred tax assets		1,875			1,775
Deferred tax liabilities:
Fixed assets		(3	)		(22	)
Goodwill		—			—
Prepaid expenses		(1,808	)		—
Intangibles		—			(1,759	)
Contingent consideration		(1,092	)		—
Other		(130	)		—
Net deferred tax liabilities		(3,033	)		(1,781	)
Deferred tax liability, net	$	(1,158	)	$	(6	)

Note 6 - Fair Value Measurements

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Fair Value Disclosures [Text Block]

6.	FAIR VALUE MEASUREMENTS

The Company’s financial instruments consist of Level 1 assets at December 31, 2022 and 2023. The Company’s cash and restricted cash was $46.6 million and $22.2 million at December 31, 2022 and 2023, respectively, and included savings deposits and overnight investments.

The Company’s credit facility is carried at amortized cost at December 31, 2022 and December 31, 2023 and the carrying amount approximates fair value as the stated interest rate approximates market rates currently available to the Company.

The Company categorizes its warrants potentially settleable in cash as Level 3 fair value measurements. The warrants potentially settleable in cash are measured at fair value on a recurring basis and are being marked to fair value at each reporting date until they are completely settled or meet the requirements to be accounted for as a component of stockholders’ equity.

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following table summarizes the fair value of the Company’s financial assets that are measured at fair value for the years-ended December 31, 2022 and 2023 (in thousands):

	December 31, 2022
	Fair Value Measurement Category
	Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	43,574	$	—	$	—
Restricted Cash		3,055		—		—
Liabilities:
Fair value of warrant liability		—		—		3,473

	*December 31, 2023*
	*Fair Value Measurement Category*
	*Level 1*		*Level 2*		*Level 3*
Assets:
Cash and cash equivalents	$	20,023	$	—	$	—
Restricted cash		2,172		—		—
Liabilities:
Fair value of warrant liability		—		—		1,033

The following table summarizes the Company's warrant activity during the year-ended December 31, 2023 (in thousands):

	*December 31, 2023*
Warrants liability as of January 1, 2023	$	3,473
Change in fair value of warrants		(2,440	)
Warrants liability as of December 31, 2023	$	1,033

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Note 6 - Fair Value Measurements - Summary of Warrant Activity (Details) - Warrant Liability [Member] $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Beginning balance	$ 3,473
Change in fair value of warrants	(2,440)
Ending balance	$ 1,033

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Use of Estimates, Policy [Policy Text Block]

Consolidation, Policy [Policy Text Block]

Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block]

Receivable [Policy Text Block]

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Property, Plant and Equipment, Policy [Policy Text Block]

Income Tax, Policy [Policy Text Block]

Revenue from Contract with Customer [Policy Text Block]

Sales taxes—Consistent with prior periods, sales taxes collected from customers are presented on a net basis and as such are excluded from net revenue.

Net Revenue by Category: The following table sets forth the Company’s net revenue disaggregated by sales channel and geographic region based on the billing addresses of its customers:

	*Year Ended December 31, 2022*
	(in thousands)
	*Direct*		*Wholesale/Other*		*Total*
North America	$	209,336	$	7,002	$	216,338
Other		4,832		—		4,832
Total net revenue	$	214,168	$	7,002	$	221,170

	*Year Ended December 31, 2023*
	(in thousands)
	*Direct*		*Wholesale/Other*		*Total*
North America	$	133,101	$	4,156	$	137,257
Other		5,309		—		5,309
Total net revenue	$	138,409	$	4,156	$	142,566

Net Revenue by Product Categories: The following table sets forth the Company’s net revenue disaggregated by product categories:

	*Year Ended December 31,*
	*2022*		*2023*
	(in thousands)
Heating, cooling and air quality	$	67,797	$	34,686
Kitchen appliances		40,551		24,181
Health and beauty		17,485		16,025
Personal protective equipment		1,564		549
Cookware, kitchen tools and gadgets		19,526		11,696
Home office		13,322		9,781
Housewares		33,041		26,093
Essential oils and related accessories		23,604		17,204
Other		4,280		2,351
Total net revenue	$	221,170	$	142,566

Fair Value of Financial Instruments, Policy [Policy Text Block]

Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

Level 3—Unobservable inputs that are supported by little or no market data for the related assets or liabilities.

Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]

For the year-ended December 31, 2022, total goodwill impairment was approximately $120.4 million. There is no remaining goodwill balance as of December 31, 2022 and December 31, 2023.

Intangible Assets, Finite-Lived, Policy [Policy Text Block]

For the year-ended December 31, 2022 and 2023, total impairment loss on intangibles were approximately $3.1 million and $39.7 million, respectively.

Business Combinations Policy [Policy Text Block]

Accounting and Contingent Consideration [Policy Text Block]

Inventories And Cost Of Goods Sold [Policy Text Block]

Sales and Distribution [Policy Text Block]

Research and Development Expense, Policy [Policy Text Block]

Selling, General and Administrative Expenses, Policy [Policy Text Block]

Share-Based Payment Arrangement [Policy Text Block]

These assumptions are estimated as follows:

•

Expected Dividend Yield. The Company has not paid and does not anticipate paying any cash dividends in the foreseeable future and, therefore, uses an expected dividend yield of zero.

Foreign Currency Transactions and Translations Policy [Policy Text Block]

Earnings Per Share, Policy [Policy Text Block]

Segment Reporting, Policy [Policy Text Block]

Segment Information—The Company reports segment information in accordance with ASC Topic No. 280 “Segment Reporting.” The Company has one reportable segment.

Warrant Liability [Policy Text Block]

The fair value of warrant liability was $3.5 million and $1.0 million at December 31, 2022 and 2023, respectively.

New Accounting Pronouncements, Policy [Policy Text Block]

Adopted Accounting Standards

Recent Accounting Pronouncements

Consolidated Statements of Cash Flows - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

OPERATING ACTIVITIES:

Net loss

$ (74,564)

$ (196,292)

Adjustments to reconcile net loss to net cash used by operating activities:

Depreciation and amortization

3,886

7,521

Provision for sales returns

(413)

Amortization of deferred financing cost and debt discounts

429

Issuance of common stock

Change in deferred tax balance

(1,153)

Stock-based compensation

8,336

14,594

Gain from decrease of contingent earn-out liability fair value

(5,240)

Change in inventory provisions

(3,149)

Gain in connection with the change in warrant fair value

(2,440)

(470)

Gain in connection with settlement of note payable

(2,012)

Loss on initial issuance of equity

18,669

Impairment loss on goodwill

120,409

Impairment loss on intangibles

39,728

^[1],[2]

3,118

^[3]

Provision for barter credits

323

1,643

Allowance for doubtful accounts and other

367

Changes in assets and liabilities:

Accounts receivable

205

5,596

Inventory

26,426

19,438

Prepaid and other current assets

2,597

5,564

Accounts payable, accrued and other liabilities

(13,684)

(10,910)

Cash used in operating activities

(13,388)

(17,477)

INVESTING ACTIVITIES:

Purchase of fixed assets

(119)

(82)

Purchase of Step and Go assets

(125)

(595)

Cash used in investing activities

(244)

(677)

FINANCING ACTIVITIES:

Proceeds from equity offering, net of issuance costs

46,834

Repayments on note payable to Smash

(668)

(3,423)

Payment of Squatty Potty earn-out

(3,983)

Borrowings from MidCap credit facilities

79,806

136,687

Repayments for MidCap credit facilities

(90,190)

(148,907)

Insurance obligation payments

(1,042)

(2,311)

Insurance financing proceeds

986

2,099

Cash provided (used) by financing activities

(11,108)

26,996

Foreign currency effect on cash, cash equivalents, and restricted cash

306

(528)

Net change in cash and restricted cash for the year

(24,434)

8,314

Cash and restricted cash at beginning of year

46,629

38,315

Cash and restricted cash at end of year

22,195

46,629

RECONCILIATION OF CASH AND RESTRICTED CASH:

Cash

20,023

43,574

Restricted Cash—Prepaid and other current assets

2,043

2,926

Restricted cash—Other non-current assets

129

TOTAL CASH AND RESTRICTED CASH

22,195

46,629

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid for interest

1,718

1,875

Cash paid for taxes

100

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Non-cash consideration paid to contractors

321

1,137

Fair value of warrants issued in connection with equity offering

18,982

Issuance of common stock related to exercises of warrants

767

Initial issuance of equity

18,669

Issuance of common stock

Exercise of prefunded warrants

$ 0

$ 15,039

[1]	As of December 31, 2023, the weighted-average remaining amortization period for Trademarks and Customer Relations was 7.21 years and 7.33 years, respectively. The weighted-average remaining amortization period for total intangibles was 7.26 years.
[2]	On March 20, 2023, the Company made certain leadership changes in our essential oil business resulting in a change in strategy and outlook for the business which will result in a reduced portfolio offering. This reduction in the portfolio will be impactful to our essential oil business's future revenues and profitability and as a result the Company made revisions to our internal forecasts. The Company concluded that this change was an interim triggering event for the three months ending March 31, 2023 indicating the carrying value of our essential oil business's long-lived assets including trademarks may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $16.7 million in the three months ending March 31, 2023 within impairment loss on intangibles on the condensed consolidated statement of operations. During the three months ended June 30, 2023, the Company had a substantial decrease in its market capitalization, primarily relating to a decrease in share price. Further, the Company continues to see reduced net revenues across its portfolio primarily due to the current macroeconomic environment reducing demand for consumer goods. Finally, during the three months ending June 30, 2023, the Company implemented a strategy of rationalizing certain less profitable products and reducing its product offering, specifically related to its kitchen appliance products. As a result of this rationalization, along with the reduced demand for its products, the Company has made certain revisions to its internal forecasts for its Paper business and Kitchen appliance business. The Company concluded that these factors were an interim triggering event for the three months ending June 30, 2023 indicating the carrying value of our Paper and Kitchen appliance business’s long-lived assets, including trademarks, may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $22.8 million for the Paper business and Kitchen appliance business during the three months ending June 30, 2023 within impairment loss on intangibles on the condensed consolidated statement of operations. During the three months ended December 31, 2023, The Company continued to see reduced revenue in its paper business resulting in certain revisions to its internal forecasts. Due to these revisions in forecast due to reduced demand,, The Company concluded this was an interim triggering event for the three months ending December 31, 2023 indicating the carrying value of our Paper business’s long-lived assets, including trademarks, may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $0.3 million for the Paper business during the three months ending December 31, 2023 within impairment loss on intangibles on the consolidated statement of operations.
[3]	Certain asset groups experienced a significant decrease in sales and contribution margin through September 30, 2022. This was considered an interim triggering event for the three months ended September 30, 2022. Based on the analysis of comparing the undiscounted cash flow to the carrying value of the asset group, one group tested indicated that the assets may not be recoverable. For this asset group, the Company compared the fair value to the carrying amount of the asset group and recorded an intangible impairment charge of $3.1 million for the year-ended December 31, 2022.

Note 5 - Property and Equipment

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Property, Plant and Equipment Disclosure [Text Block]

5.	PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of December 31, 2022 and 2023 (in thousands):

	*Year-Ended December 31,*
	*2022*			*2023*
Computer equipment and software	$	1,109		$	452
Furniture, fixtures and equipment		91			23
Leasehold improvements		56			2
Building		638			796
Subtotal		1,894			1,273
Less: accumulated depreciation and amortization		(1,041	)		(498	)
Property and equipment–net	$	853		$	775

Depreciation expense for property and equipment totaled $0.4 million and $0.2 million during the years-ended December 31, 2022 and 2023, respectively.

Insider Trading Arrangements	12 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Insider Trading Arr Line Items
Material Terms of Trading Arrangement [Text Block]	*Item 9B.* Other Information.** Insider Trading Arrangements and Related Disclosure During the three months ended December 31, 2023, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Rule 10b5-1 Arrangement Adopted [Flag]	false
Non-Rule 10b5-1 Arrangement Adopted [Flag]	false
Rule 10b5-1 Arrangement Terminated [Flag]	false
Non-Rule 10b5-1 Arrangement Terminated [Flag]	false

Note 15 - Net Loss Per Share - Schedule of Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Net loss	$ (74,564)	$ (196,292)
Weighted-average number of shares outstanding, basic and diluted (in shares)	78,155,590	66,529,565
Net loss per share, basic and diluted (in dollars per share)	$ (0.95)	$ (2.95)
Anti-dilutive shares excluded from computation of net loss per share (in shares) (in shares)	22,541,479	13,409,769

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-7

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-10

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 16: http://www.xbrl.org/2003/role/exampleRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 52
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-52

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-7

+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Note 11 - Stock-based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Total stock-based compensation expense	$ 8,336	$ 14,594
Selling and Marketing Expense [Member]
Total stock-based compensation expense	2,439	5,014
Research and Development Expense [Member]
Total stock-based compensation expense	1,414	1,871
General and Administrative Expense [Member]
Total stock-based compensation expense	$ 4,483	$ 7,709

Note 3 - Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Inventory on-hand	$ 18,980	$ 34,374
Inventory in-transit	1,410	9,292
Total inventory	$ 20,390	$ 43,666

Note 2 - Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Notes Tables

Disaggregation of Revenue [Table Text Block]

	*Year Ended December 31, 2022*
	(in thousands)
	*Direct*		*Wholesale/Other*		*Total*
North America	$	209,336	$	7,002	$	216,338
Other		4,832		—		4,832
Total net revenue	$	214,168	$	7,002	$	221,170

	*Year Ended December 31, 2023*
	(in thousands)
	*Direct*		*Wholesale/Other*		*Total*
North America	$	133,101	$	4,156	$	137,257
Other		5,309		—		5,309
Total net revenue	$	138,409	$	4,156	$	142,566

	*Year Ended December 31,*
	*2022*		*2023*
	(in thousands)
Heating, cooling and air quality	$	67,797	$	34,686
Kitchen appliances		40,551		24,181
Health and beauty		17,485		16,025
Personal protective equipment		1,564		549
Cookware, kitchen tools and gadgets		19,526		11,696
Home office		13,322		9,781
Housewares		33,041		26,093
Essential oils and related accessories		23,604		17,204
Other		4,280		2,351
Total net revenue	$	221,170	$	142,566

Note 13 - Income Taxes

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Income Tax Disclosure [Text Block]

13.

INCOME TAXES

Loss before provision for income taxes consisted of the following for the periods indicated (in thousands):

	*December 31,*			*December 31,*
	*2022*			*2023*
Domestic	$	(196,166	)	$	(71,600	)
International		(502	)		(3,831	)
Total	$	(196,668	)	$	(75,431	)

The components of the Company’s income tax provision were as follows for the periods indicated (in thousands):

	*December 31,*			*December 31,*
	*2022*			*2023*
Current:
Federal	$	—		$	—
State		101			73
Foreign		69			213
Total current income tax expense		170			286

Deferred:
Federal		(270	)		—
State		(35	)		—
Foreign		(241	)		(1,153	)
Total deferred income tax (benefit)		(546	)		(1,153	)
Total income tax (benefit)	$	(376	)	$	(867	)

The reconciliation of the Federal statutory income tax provision to the Company’s effective income tax provision is as follows for the periods indicated (in thousands):

	*December 31,*			*December 31,*
	*2022*			*2023*
Income tax benefit at statutory rates	$	(41,300	)	$	(15,839	)
Permanent differences		—			—
Debt extinguishment		(481	)		—
Warrant liabilities		4,455			(482	)
Stock compensation		4,410			1,949
Change in FV contingent consideration		—			—
Other permanent differences		3			3
Foreign rate differential		14			(95	)
State income taxes, net of federal tax benefit		(5,644	)		(2,052	)
Other		(389	)		(431	)
Prior year true-up adjustments		(352	)		2,827
Valuation allowance		38,908			13,253
Total income tax (benefit)	$	(376	)	$	(867	)

The Company’s effective tax rate was (0.19)% and 1.15% for the years-ended December 31, 2022 and December 31, 2023, respectively. The effective tax rate for 2022 was principally due to tax expense incurred on the operation of acquired goodwill that is deductible for tax purposes and which was fully impaired for book purposes during the year. The effective tax rate for 2023 was principally due to tax expense incurred on the operations of the Company's UK business, non-deductible executive stock compensation expense, and the change in fair value of the warrant liability.

The Company’s deferred tax assets and liabilities as of the dates indicated were as follows (in thousands):

	*December 31, 2022*			*December 31, 2023*
Deferred tax assets:
Allowance for doubtful accounts	$	—		$	31
Inventory Reserve		—			1,671
Other Accruals		—			1,402
Net operating loss carryforwards		51,889			53,361
Stock options		1,712			2,239
Deferred revenue		—			—
Interest expense limitation		10,959			11,317
Intangibles (definite life)		181			9,422
Intangibles (indefinite life)		21,386			19,749
Other		1,972			2,060
Total deferred tax assets before valuation allowance		88,099			101,252
Valuation allowance		(86,224	)		(99,477	)
Net deferred tax assets		1,875			1,775
Deferred tax liabilities:
Fixed assets		(3	)		(22	)
Goodwill		—			—
Prepaid expenses		(1,808	)		—
Intangibles		—			(1,759	)
Contingent consideration		(1,092	)		—
Other		(130	)		—
Net deferred tax liabilities		(3,033	)		(1,781	)
Deferred tax liability, net	$	(1,158	)	$	(6	)

The Company has temporary differences due to differences in recognition of revenue and expenses for tax and financial reporting purposes, principally related to net operating losses, inventory, depreciation, and other expenses that are not currently deductible or realizable. At December 31, 2022, the Company had approximately $216.4 million of gross federal NOLs, which will begin to expire in fiscal year 2034 if unused and approximately $121.3 million apportioned state and local NOLs. At December 31, 2023, the Company had approximately $222.2 million of gross federal NOLs which will begin to expire in fiscal year 2034 if unused. The Company also has approximately $128.1 million apportioned state and local NOLs that expire between 2026 and 2036, depending on the state, if not used. The NOL carryforwards for federal and state income tax purposes which, generally, can be used to reduce future taxable income. The Company’s ability to utilize its NOL carryforwards may be limited pursuant to Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), if the Company has had a change in ownership of more than 50% of its capital stock over a three-year period pursuant to Section 382 of the Code. These complex changes of ownership rules generally focus on ownership changes involving stockholders owning directly or indirectly 5% or more of a company’s stock, including certain public “groups” of stockholders as set forth by Section 382 of the Code, including those arising from new stock issuances and other equity transactions.

In response to COVID-19, various governments worldwide have enacted, or are in the process of enacting, measures to provide relief to businesses negatively affected by the pandemic. On March 27, 2021, the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") was signed into law in the U.S. The CARES Act provides relief to U.S. corporations through financial assistance programs and modifications to certain payroll and income tax provisions. In connection with the CARES Act and other financial relief measures worldwide, the Company has utilized $1.3 million of payroll related credits for the year-ended December 31, 2022. The payroll related credits are recorded in other current liabilities within the consolidated balance sheet.

The Company regularly assesses the realizability of its deferred tax assets and establishes a valuation allowance if it is more-likely-than-not that some portion of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Due to the Company’s history of net operating losses, the Company believes it is more likely than not its federal, state and foreign deferred tax assets will not be realized as of December 31, 2023.

The Company’s major taxing jurisdictions are New Jersey, New York, Florida, Texas, Pennsylvania, Tennessee, Virginia, California, and the United Kingdom. The Company files a U.S. Consolidated income tax return as well as tax returns in certain foreign jurisdictions. The Company is subject to examination in these jurisdictions for all years since inception. Fiscal years outside the normal statute of limitations remain open to audit due to tax attributes generated in the early years which have been carried forward and may be audited in subsequent years when utilized. The Company is not currently under examination for income taxes in any jurisdiction. The Company may be subject to audits covering a variety of tax matters by taxing authorities in any taxing jurisdiction where the Company conducts business. While the Company believes that the tax returns filed, and tax positions taken are supportable and accurate, some tax authorities may not agree with the positions taken. This can give rise to tax uncertainties which, upon audit, may not be resolved in the Company’s favor. As of December 31, 2022 and 2023, the Company has not recorded any tax contingency accruals for uncertain tax positions.

On August 16, 2022, Congress passed the Inflation Reduction Act of 2022 (the “IRA”). The IRA introduces a new 15% corporate alternative minimum tax and includes a substantial package of energy and climate-related provisions, among other revenue raisers and incentives. A 1% excise tax on stock repurchases was also introduced in the IRA and this is effective January 1, 2023. On June 11, 2022, Congress passed the CHIPS Act of 2022. CHIPS adds a one-time investment tax credit equal to 25% of a company’s investment in facilities that manufacture semiconductors or semiconductor manufacturing equipment. We evaluated the provisions of the IRA and the CHIPS Act and determined that there was no material impact for the year-ended December 31, 2023.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Note 4 - Accounts Receivable - Summary of Accounts Receivable (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Trade accounts receivable	$ 4,356	$ 4,882
Allowance for doubtful accounts	(131)	(367)
Accounts receivable--net	$ 4,225	$ 4,515

Note 5 - Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment, Gross	$ 1,273	$ 1,894
Less: accumulated depreciation and amortization	(498)	(1,041)
Property and equipment–net	775	853
Computer Equipment and Software [Member]
Property, Plant and Equipment, Gross	452	1,109
Furniture, Fixtures and Equipment [Member]
Property, Plant and Equipment, Gross	23	91
Leasehold Improvements [Member]
Property, Plant and Equipment, Gross	2	56
Building [Member]
Property, Plant and Equipment, Gross	$ 796	$ 638

Note 3 - Inventory (Tables)

12 Months Ended

Dec. 31, 2023

Notes Tables

Schedule of Inventory, Current [Table Text Block]

	*December 31, 2022*		*December 31, 2023*
Inventory on-hand	$	34,374	$	18,980
Inventory in-transit		9,292		1,410
Inventory	$	43,666	$	20,390

Note 17 - Goodwill and Intangibles (Tables)

12 Months Ended

Dec. 31, 2023

Notes Tables

Schedule of Goodwill [Table Text Block]

	January 1, 2022		Year-Ended December 31, 2022					December 31, 2022
	Gross Carrying Amount		Additions		Impairments ⁽¹⁾			Net Book Value
Goodwill	$	119,941	$	468	$	(120,409	)	$	—

Schedule of Intangible Assets and Goodwill [Table Text Block]

	January 1, 2022		Year-Ended December 31, 2022					December 31, 2022			December 31, 2022
	Gross Carrying Amount		Additions		Impairments ⁽¹⁾			Accumulated Amortization			Net Book Value
Trademarks	$	65,910		192	$	(3,087	)	$	(13,008	)	$	50,007
Non-competition agreement		111		—		(31	)		(80	)		—
Transition services agreement		23		—		—			(23	)		—
Customer relationships		5,700		—		—			(950	)		4,750
Other		700		—		—			(700	)		—
Total intangibles	$	72,444	$	192	$	(3,118	)	$	(14,761	)	$	54,757

	*January 1, 2023*		*Year Ended December 31, 2023*					*December 31, 2023*			*December 31, 2023*
	*Gross Carrying Amount*		*Additions*		Impairments ⁽²⁾			*Accumulated Amortization*			*Net Book Value*
Trademarks⁽³⁾	$	62,202	$	—	$	(39,728	)	$	(15,335	)	$	7,140
Non-competition agreement		11		—		—			(11	)		—
Transition services agreement		12		—		—			(12	)		—
Customer relationships⁽³⁾		5,700		—		—			(1,520	)		4,180
Other		700		—		—			(700	)		—
Total intangibles⁽³⁾	$	68,625	$	—	$	(39,728	)	$	(17,578	)	$	11,320

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

2024	$	1,592
2025		1,551
2026		1,551
2027		1,551
2028		1,551
Thereafter		3,524
Total	$	11,320

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Note 4 - Accounts Receivable (Tables)

12 Months Ended

Dec. 31, 2023

Notes Tables

Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]

	*December 31,*			*December 31,*
	*2022*			*2023*
Trade accounts receivable	$	4,882		$	4,356
Allowance for doubtful accounts		(367	)		(131	)
Accounts receivable--net	$	4,515		$	4,225

Note 5 - Property and Equipment (Details Textual) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Depreciation	$ 0.2	$ 0.4

Note 16 - Acquisitions (Tables)

12 Months Ended

Dec. 31, 2023

Notes Tables

Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block]

	*December 31, 2022*
	*Smash Assets*			*Squatty Potty*			*Total*
Balance— January 1, 2022	$	5,240		$	3,983		$	9,223
Change in fair value of contingent earn-out liabilities		(5,240	)		—			(5,240	)
Payment of contingent earn-out liability		—			(3,983	)		(3,983	)
Balance— December 31, 2022	$	—		$	—		$	—

Note 13 - Income Taxes (Details Textual) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Effective Income Tax Rate Reconciliation, Percent	1.15%	(0.19%)
Other Current Liabilities [Member]
Payroll Related Credits COVID 19		$ 1.3
Domestic Tax Authority [Member]
Operating Loss Carryforwards	$ 222.2	216.4
State and Local Jurisdiction [Member]
Operating Loss Carryforwards	$ 128.1	$ 121.3

Note 17 - Goodwill and Intangibles - Schedule of Intangible Assets (Details) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Intangible assets, gross

$ 68,625

^[1]

$ 72,444

Intangible assets, additions

$ 0

^[1]

192

Intangibles assets, impairments

$ (16,700)

(39,728)

^[1],[2]

(3,118)

^[3]

Intangible assets, accumulated amortization

(17,578)

^[1]

(14,761)

Intangible assets, net

11,320

^[1]

54,757

Trademarks [Member]

Intangible assets, gross

62,202

65,910

Intangible assets, additions

192

Intangibles assets, impairments

(39,728)

^[2]

(3,087)

^[3]

Intangible assets, accumulated amortization

(15,335)

(13,008)

Intangible assets, net

7,140

50,007

Noncompete Agreements [Member]

Intangible assets, gross

111

Intangible assets, additions

Intangibles assets, impairments

^[2]

(31)

^[3]

Intangible assets, accumulated amortization

(11)

(80)

Intangible assets, net

Transition Services Agreement [Member]

Intangible assets, gross

Intangible assets, additions

Intangibles assets, impairments

^[2]

^[3]

Intangible assets, accumulated amortization

(12)

(23)

Intangible assets, net

Customer Relationships [Member]

Intangible assets, gross

5,700

^[1]

5,700

Intangible assets, additions

^[1]

Intangibles assets, impairments

^[1],[2]

^[3]

Intangible assets, accumulated amortization

(1,520)

^[1]

(950)

Intangible assets, net

4,180

^[1]

4,750

Other Intangible Assets [Member]

Intangible assets, gross

700

$ 700

Intangible assets, additions

Intangibles assets, impairments

^[2]

^[3]

Intangible assets, accumulated amortization

(700)

Intangible assets, net

$ 0

[1]	As of December 31, 2023, the weighted-average remaining amortization period for Trademarks and Customer Relations was 7.21 years and 7.33 years, respectively. The weighted-average remaining amortization period for total intangibles was 7.26 years.
[2]	On March 20, 2023, the Company made certain leadership changes in our essential oil business resulting in a change in strategy and outlook for the business which will result in a reduced portfolio offering. This reduction in the portfolio will be impactful to our essential oil business's future revenues and profitability and as a result the Company made revisions to our internal forecasts. The Company concluded that this change was an interim triggering event for the three months ending March 31, 2023 indicating the carrying value of our essential oil business's long-lived assets including trademarks may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $16.7 million in the three months ending March 31, 2023 within impairment loss on intangibles on the condensed consolidated statement of operations. During the three months ended June 30, 2023, the Company had a substantial decrease in its market capitalization, primarily relating to a decrease in share price. Further, the Company continues to see reduced net revenues across its portfolio primarily due to the current macroeconomic environment reducing demand for consumer goods. Finally, during the three months ending June 30, 2023, the Company implemented a strategy of rationalizing certain less profitable products and reducing its product offering, specifically related to its kitchen appliance products. As a result of this rationalization, along with the reduced demand for its products, the Company has made certain revisions to its internal forecasts for its Paper business and Kitchen appliance business. The Company concluded that these factors were an interim triggering event for the three months ending June 30, 2023 indicating the carrying value of our Paper and Kitchen appliance business’s long-lived assets, including trademarks, may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $22.8 million for the Paper business and Kitchen appliance business during the three months ending June 30, 2023 within impairment loss on intangibles on the condensed consolidated statement of operations. During the three months ended December 31, 2023, The Company continued to see reduced revenue in its paper business resulting in certain revisions to its internal forecasts. Due to these revisions in forecast due to reduced demand,, The Company concluded this was an interim triggering event for the three months ending December 31, 2023 indicating the carrying value of our Paper business’s long-lived assets, including trademarks, may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $0.3 million for the Paper business during the three months ending December 31, 2023 within impairment loss on intangibles on the consolidated statement of operations.
[3]	Certain asset groups experienced a significant decrease in sales and contribution margin through September 30, 2022. This was considered an interim triggering event for the three months ended September 30, 2022. Based on the analysis of comparing the undiscounted cash flow to the carrying value of the asset group, one group tested indicated that the assets may not be recoverable. For this asset group, the Company compared the fair value to the carrying amount of the asset group and recorded an intangible impairment charge of $3.1 million for the year-ended December 31, 2022.