0001437749-24-017071 | 10-Q | XBRL Viewer

$ 27,708

$ 68,625

^[1]

$ (16,660)

(39,728)

^[1]

(16,791)

(17,578)

10,955

11,320

Trademarks [Member]

21,285

62,202

^[1]

(39,728)

(14,406)

(15,335)

Noncompete Agreements [Member]

6,879

7,140

^[1]

(11)

Transition Services Agreement [Member]

^[1]

(12)

Customer Relationships [Member]

5,700

^[1]

(1,662)

(1,520)

Other Intangible Assets [Member]

4,038

4,180

700

^[1]

(700)

Computer Software, Intangible Asset [Member]

$ 0

$ 38

[1]

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.

Note 10 - Intangibles (Tables)

3 Months Ended

Mar. 31, 2024

Schedule of Finite-Lived Intangible Assets [Table Text Block]

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

	*January 1, 2024*		*Three Months Ended March 31, 2024*				*March 31, 2024*			*March 31, 2024*
	*Gross Carrying Amount*		*Additions*		*Impairments*		*Accumulated Amortization*			*Net Book Value*
Trademarks	$	21,285	$	—	$	—	$	(14,406	)	$	6,879
Non-competition agreement		11		—		—		(11	)		—
Transition services agreement		12		—		—		(12	)		—
Customer relationships		5,700		—		—		(1,662	)		4,038
Software		—		38		—		—			38
Other		700		—		—		(700	)		—
Total intangibles	$	27,708	$	38	$	—	$	(16,791	)	$	10,955

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

Remainder of 2024	$	1,199
2025		1,564
2026		1,564
2027		1,554
2028		1,551
2029		1,551
Thereafter		1,972
Total	$	10,955

Note 1 - Company Overview

3 Months Ended

Mar. 31, 2024

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

1.	COMPANY OVERVIEW

Aterian, Inc. (the "Company") 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 three months ended March 31, 2024, we incurred a net loss of $5.2 million and used net cash flows in our operations of $6 thousand. In addition, as of March 31, 2024, we had unrestricted cash and cash equivalents of $17.5 million available to fund our operations and an accumulated deficit of $705.0 million.

• We are required to remain in compliance with certain financial covenants required by the MidCap Credit facility (See Note 6, Credit Facility, Term Loans and Warrants). We were in compliance with these financial covenants as of March 31, 2024, 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. However, with our short history of forecasting our business following the onset of the COVID-19 global pandemic, the current global inflation, related global supply chain disruptions and uncertain consumer demand, 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, 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. During the three months ending March 31, 2024, we extended the term with Midcap Credit Facility until December 2026 (See Note 6, 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 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”).

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.

On March 20, 2024, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation of the Company with the Secretary of State of Delaware (the “Certificate of Amendment”) to affect a 1 - 12 reverse stock split (the “Reverse Stock Split”) of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The Certificate of Amendment did not decrease the number of authorized shares of Common Stock. No fractional shares were issued in connection with the Reverse Stock Split. Any fractional shares that would otherwise have resulted from the Reverse Stock Split were rounded up to the nearest whole number. The Reverse Stock Split impacted all holders of the Common Stock proportionally and did not impact any stockholder’s percentage ownership of Common Stock (except to the extent the Reverse Stock Split results in any stockholder owning fractional shares).

The Common Stock began trading on a Reverse Stock Split-adjusted basis on the Nasdaq on March 22, 2024. All share and per share data has been retroactively adjusted to reflect the Reverse Stock 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 resulted in the termination of approximately 17 employees and 26 contractors globally. The Company recognized restructuring charges of $0.6 million for the three months ended March 31, 2024.

Note 6 - Credit Facility, Term Loans and Warrants - Schedule of Credit Facility and Term Loans (Details) - Midcap Credit Facility [Member] - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
MidCap Credit Facility	$ 9,815	$ 11,515
Less: deferred debt issuance costs	(265)	(226)
Less: discount associated with issuance of warrants	(154)	(191)
Total MidCap Credit Facility	$ 9,396	$ 11,098

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

+ References + Details

Note 2 - Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Significant Accounting Policies [Text Block]

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation—The Condensed 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”).

Unaudited Interim Financial Information—The accompanying interim Condensed Consolidated Financial Statements are unaudited and have been prepared on the same basis as the audited financial statements and, in the opinion of management, reflect all adjustments necessary for the fair presentation of the Company's financial position as of March 31, 2024 and the results of its operations and its cash flows for the periods ended March 31, 2024 and 2023. The financial data and other information disclosed in these notes related to the three months ended March 31, 2024 and 2023 are also unaudited. The results for the three months ended March 31, 2024 are not necessarily indicative of results to be expected for the year ending December 31, 2024, any other interim periods or any future year or period.

The Condensed Consolidated Balance Sheet as of December 31, 2023, presented herein, has been derived from the Company’s audited Consolidated Financial Statements for the fiscal year then ended. These unaudited Condensed Consolidated Interim Financial Statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2023 (“Annual Report”) and have been prepared on a consistent basis with the accounting policies described in Note 2 of the Notes to Consolidated Financial Statements included in our Annual Report. Our accounting policies did not change during the three months ended March 31, 2024, other than with respect to the new accounting pronouncements adopted as described in Note 2, Recent Accounting Pronouncements.

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 Condensed 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, 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, $2.0 million related to a letter of credit within "Prepaid and Other Current Assets" on the Consolidated Balance Sheets.

As of March 31, 2024, the Company has classified the following as restricted cash: $0.1 million related to its Chinese subsidiary within “Other Non-current Assets” on the Condensed Consolidated Balance Sheets and $2.0 million related to a letter of credit within "Prepaid and Other Current Assets" on the Condensed Consolidated Balance Sheets.

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. 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.

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, 2023 and March 31, 2024, the Company had an allowance for doubtful accounts of $0.1 million.

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 $0.2 million at December 31, 2023 and $0.3 million at March 31, 2024, 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.

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:

	*Three Months Ended March 31, 2023*
	(in thousands)
	*Direct*		*Wholesale/Other*		*Total*
North America	$	31,962	$	1,516	$	33,478
Other		1,401		—		1,401
Total net revenue	$	33,363	$	1,516	$	34,879

	*Three Months Ended March 31, 2024*
	(in thousands)
	*Direct*		*Wholesale/Other*		*Total*
North America	$	18,720	$	145	$	18,865
Other		1,349		—		1,349
Total net revenue	$	20,069	$	145	$	20,214

Net Revenue by Product Categories. The following table sets forth the Company’s net revenue disaggregated by product categories for the three months ended March 31, 2024 and 2023:

	*Three Months Ended March 31,*
	*2023*		*2024*
	(in thousands)
Heating, cooling and air quality	$	5,349	$	3,204
Kitchen appliances		6,371		1,920
Health and beauty		4,857		3,313
Personal protective equipment		509		—
Cookware, kitchen tools and gadgets		3,620		1,395
Home office		2,667		2,031
Housewares		6,209		4,885
Essential oils and related accessories		4,588		3,208
Other		709		258
Total net revenue	$	34,879	$	20,214

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 March 31, 2024.

For the three months ending March 31, 2023, total impairment loss on intangibles was approximately $16.7 million. There was no triggering events to test intangibles for impairment loss during the three months ended March 31, 2024.

We will continue to closely monitor actual results versus expectations as well as whether and to what extent any significant changes in current events or conditions result in corresponding changes to our expectations about future estimated cash flows. If our adjusted expectations of the operating results do not materialize, we may be required to record intangible impairment charges, which may be material.

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 March 31, 2024, 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, 2023 and March 31, 2024 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 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 the 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 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 stock purchase warrants should be classified as liability with subsequent remeasurement as long as such warrants continue to be classified as liabilities.

Assets and liabilities recorded at fair value on a recurring basis in the Condensed 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.

The following table summarizes the fair value of the Company’s financial assets that are measured at fair value as of December 31, 2023 and March 31, 2024 (in thousands):

	*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

	*March 31, 2024*
	*Fair Value Measurement Category*
	*Level 1*		*Level 2*		*Level 3*
Assets:
Cash and cash equivalents	$	17,545	$	—	$	—
Restricted cash		2,161		—		—
Liabilities:
Fair value of warrant liability		—		—		516

A summary of the activity of the Level 3 liabilities carried at fair value on a recurring basis for the year-ended December 31, 2023 and the three months ended March 31, 2024 is as follows (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

	*March 31, 2024*
Warrants liability as of January 1, 2024	$	1,033
Change in fair value of warrants		(517	)
Warrants liability as of March 31, 2024	$	516

Adopted Accounting Standards

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 6 - Credit Facility, Term Loans and Warrants (Tables)

3 Months Ended

Mar. 31, 2024

Schedule of Debt [Table Text Block]

	*December 31, 2023*			*March 31, 2024*
MidCap Credit Facility	$	11,515		$	9,815
Less: deferred debt issuance costs		(226	)		(265	)
Less: discount associated with issuance of warrants		(191	)		(154	)
Total MidCap Credit Facility	$	11,098		$	9,396

Interest Income and Interest Expense Disclosure [Table Text Block]

	*Three Months Ended March 31,*
	*2023*			*2024*
Interest expense	$	596		$	393
Interest income		(225	)		(70	)
Total interest expense, net	$	371		$	323

Note 10 - Intangibles (Details Textual) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Mar. 31, 2024

^[1]

Dec. 31, 2023

Jun. 30, 2023

Mar. 31, 2023

Dec. 31, 2023

^[1]

Paper Business and Kitchen Appliance Business [Member]

$ 0

$ 16,660

$ 39,728

$ 300

$ 22,800

[1]

Note 9 - Commitments and Contingencies (Details Textual) $ in Thousands							1 Months Ended		3 Months Ended
	Mar. 17, 2023 USD ($)	Dec. 12, 2022 USD ($)	Feb. 24, 2022 USD ($)	Feb. 24, 2022 GBP (£)	Nov. 10, 2021	May 02, 2021 USD ($)	Feb. 29, 2024 USD ($)	Oct. 30, 2021 USD ($)	Mar. 31, 2022 USD ($)	Mar. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Sales and Excise Tax Payable, Current										$ 1,011	$ 1,019
Shareholder Derivative Actions Related to the Securities Class Action [Member]
Loss Contingency, New Claims Filed, Number					3
Litigation Settlement, Fee Expense		$ 300
Payments for Legal Settlements	$ 300
Mueller Action [Member]
Litigation Settlement In Cash								$ 500
Litigation Settlement, Coupons Awarded								$ 300
Litigation Settlement, Amount Awarded to Other Party									$ 800
Earn-out Payment Dispute [Member]
Earn Out Payment Amount			$ 8,800	£ 6,902,816
Litigation Settlement, Amount Awarded from Other Party							$ 0
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	$ 4,100
Settlement Agreement [Member] \| Supplier Installments Receivable [Member]
Proceeds to be Received From Settlement Agreement						$ 1,000
Loss Contingency, Receivable										$ 1,000

Note 6 - Credit Facility, Term Loans and Warrants

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Text Block]

6.	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 16,667 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.

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 Midcap Warrant has an exercise price of $56.40 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 U.S. cash on hand and/or availability in the Credit Facility. The extension fee was less than $0.1 million.

The Company is in compliance with the financial covenants contained within the Credit Agreement as of December 31, 2023 and March 31, 2024.

The Company’s credit facility consisted of the following as of December 31, 2023 and March 31, 2024 (in thousands):

	*December 31, 2023*			*March 31, 2024*
MidCap Credit Facility	$	11,515		$	9,815
Less: deferred debt issuance costs		(226	)		(265	)
Less: discount associated with issuance of warrants		(191	)		(154	)
Total MidCap Credit Facility	$	11,098		$	9,396

Interest Expense, Net

Interest expense, net consisted of the following for the three months ended March 31, 2023 and 2024 (in thousands):

	*Three Months Ended March 31,*
	*2023*			*2024*
Interest expense	$	596		$	393
Interest income		(225	)		(70	)
Total interest expense, net	$	371		$	323

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) 536,361 shares of the Company’s common stock (the “Shares”), and accompanying warrants to purchase an aggregate of 402,271 shares of common stock, and (ii) prefunded warrants to purchase up to an aggregate of 251,155 shares of common stock (the “Prefunded Warrants”) and accompanying warrants to purchase an aggregate of 188,366 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 $34.92, and each Prefunded Warrant and accompanying Common Stock Warrant were sold together at a combined price of $34.92, 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 March 31, 2024, the Company has $0.5 million as the liability related to the Warrants.

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Nonvested (in shares) | shares

Note 7 - Stock-based Compensation (Details Textual) $ / shares in Units, $ in Millions			3 Months Ended
	Mar. 22, 2024	Mar. 20, 2024 $ / shares shares	Mar. 31, 2024 USD ($) $ / shares shares	Dec. 31, 2023 $ / shares	Aug. 11, 2023 $ / shares	Dec. 22, 2021 $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year)			10 years
Common Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Restricted Stock [Member]
Share-Based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount \| $			$ 5.4
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)			2 years 1 month 6 days
Fractional Shares [Member]
Stock Issued During Period, Shares, Reverse Stock Splits (in shares)		0
Reverse Stock Split [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio	12	12
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)			0
Aterian 2018 Equity Incentive Plan [Member]
Common Stock, Capital Shares Reserved for Future Issuance (in shares)			1,549,096
Inducement Equity Incentive Plan [Member]
Common Stock, Capital Shares Reserved for Future Issuance (in shares)			189,586
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)			225,000

Note 7 - Stock-based Compensation - Restricted Stock Activity (Details) - Restricted Stock [Member]

3 Months Ended

Mar. 31, 2024

$ / shares

^[1]

840,815

Nonvested, weighted average grant-date fair value (in dollars per share) | $ / shares

$ 9.73

Granted (in shares) | shares

11,668

Granted, weighted average grant-date fair value (in dollars per share) | $ / shares

$ 3.97

Vested (in shares) | shares

(51,168)

Vested, weighted average grant-date fair value (in dollars per share) | $ / shares

$ 25.58

Forfeited (in shares) | shares

(42,650)

Forfeited, weighted average grant-date fair value (in dollars per share) | $ / shares

$ 11.24

Nonvested (in shares) | shares

758,665

Nonvested, weighted average grant-date fair value (in dollars per share) | $ / shares

$ 8.49

[1]	The number of shares and grant date fair value per share have been retroactively restated to reflect the one for twelve (1 for 12) reverse stock split, which was effective on March 22, 2024.

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

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Jun. 30, 2023

Mar. 31, 2023

Dec. 31, 2023

Accounts Receivable, Allowance for Credit Loss

$ 100

Contract with Customer, Refund Liability

300

200

Paper Business and Kitchen Appliance Business [Member]

^[1]

$ 16,660

39,728

^[1]

Other Noncurrent Assets [Member]

300

$ 22,800

Security Deposit

100

Other Noncurrent Assets [Member] | Letter of Credit [Member]

Security Deposit

$ 2,000

[1]

Note 7 - Stock-based Compensation

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Text Block]

7.	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 March 31, 2024, there were no shares reserved 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 March 31, 2024, 1,549,096 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.

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 225,000 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 March 31, 2024, 189,586 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.

Reverse Stock Split

The reverse stock split is deemed an equity restructuring pursuant to ASC 718, Compensation - Stock Compensation. The Company's equity plans incorporate anti-dilutive provisions for existing equity awards, including restricted stock and stock options, to maintain the value of all awards post-reverse stock split. Consequently, there was no change in the fair value of the awards attributable to the reverse stock split, and no impact on stock-based compensation for the three months ending March 31, 2024.

The following is a summary of stock option activity during the three months ended March 31, 2024:

	*Options Outstanding*
	**Number of Options ()***			Weighted- Average Exercise Price (*)		*Weighted- Average Remaining Contractual Life (years)*		*Aggregate Intrinsic Value*
Balance—January 1, 2024		16,365		$	110.51		5.00	$	—
Options granted		—		$	—		—	$	—
Options exercised		—		$	—		—	$	—
Options canceled		(426	)	$	93.71		—	$	—
Balance—March 31, 2024		15,939		$	110.96		4.57	$	—
Exercisable as of March 31, 2024		15,939		$	110.96		4.57	$	—
Vested and expected to vest as of March 31, 2024		15,939		$	110.96		4.57	$	—

(*) The number of options and exercise price per share have been retroactively restated to reflect the one for twelve (1 for 12) reverse stock split, which was effective on March 22, 2024.

As of March 31, 2024, all options have been fully expensed.

A summary of restricted stock award activity within the Company’s equity plans and changes for the three months ended March 31, 2024 is as follows:

Restricted Stock Awards	**Shares ()***			Weighted Average Grant-Date Fair Value (*)
Nonvested at January 1, 2024		840,815		$	9.73
Granted		11,668		$	3.97
Vested		(51,168	)	$	25.58
Forfeited		(42,650	)	$	11.24
Nonvested at March 31, 2024		758,665		$	8.49

(*) The number of shares and grant date fair value per share have been retroactively restated to reflect the one for twelve (1 for 12) reverse stock split, which was effective on March 22, 2024.

As of March 31, 2024, the total unrecognized compensation expense related to unvested shares of restricted common stock was $5.4 million, which the Company expects to recognize over an estimated weighted-average period of 2.1 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 the three months ended March 31, 2023 and 2024 (in thousands):

	*Three Months Ended March 31,*
	*2023*		*2024*
	(in thousands)
Sales and distribution expenses	$	671	$	299
Research and development expenses		434		—
General and administrative expenses		1,212		1,368
Total stock-based compensation expense	$	2,317	$	1,667

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)
$ in Thousands

Common Stock [Member]

Additional Paid-in Capital [Member]

Retained Earnings [Member]

AOCI Attributable to Parent [Member]

Total

BALANCE (in shares) at Dec. 31, 2022

^[1]

6,729,533

BALANCE at Dec. 31, 2022

$ 8

^[1]

$ 728,339

$ (625,251)

$ (1,144)

$ 101,952

Issuance of shares of restricted common stock (in shares)

$ 0

^[1]

(25,800)

^[1]

55,678

Issuance of shares of restricted common stock

$ 0

^[1]

Forfeiture of shares of restricted common stock (in shares)

^[1]

(48,860)

Issuance of common stock (in shares)

^[1]

25,000

Issuance of common stock

$ 0

^[1]

290

Stock-based compensation expense

^[1]

2,196

Other comprehensive income (loss)

$ 0

^[1]

129

BALANCE (in shares) at Mar. 31, 2023

^[1]

6,761,351

BALANCE at Mar. 31, 2023

$ 8

^[1]

730,825

(651,051)

(1,015)

78,767

BALANCE (in shares) at Dec. 31, 2023

^[1]

7,508,246

BALANCE at Dec. 31, 2023

$ 9

^[1]

736,675

(699,815)

(838)

36,031

Issuance of shares of restricted common stock (in shares)

$ 0

^[1]

(5,162)

^[1]

11,668

Issuance of shares of restricted common stock

$ 0

^[1]

Forfeiture of shares of restricted common stock (in shares)

^[1]

(42,650)

Issuance of common stock (in shares)

^[1]

178,780

Issuance of common stock

$ 0

^[1]

670

Stock-based compensation expense

^[1]

1,460

Other comprehensive income (loss)

$ 0

^[1]

(49)

BALANCE (in shares) at Mar. 31, 2024

^[1]

7,656,044

BALANCE at Mar. 31, 2024

$ 9

^[1]

$ 738,805

$ (704,977)

$ (887)

$ 32,950

[1]	The number of shares and per share amounts have been retroactively restated to reflect the one for twelve (1 for 12) reverse stock split, which was effective on March 22, 2024.

Note 8 - Net Loss Per Share

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Text Block]

8.	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):

	*Three Months Ended March 31,*
	*2023*			*2024*
Net loss	$	(25,800	)	$	(5,162	)
Weighted-average number of shares used in computing net loss per share, basic and diluted		6,394,905			6,789,955
Net loss per share, basic and diluted	$	(4.03	)	$	(0.76	)

Anti-dilutive shares excluded from computation of net loss per share (in shares)		1,979,594			2,074,627

(*) The number of shares and per share amounts have been retroactively restated to reflect the one for twelve (1 for 12) reverse stock split, which was effective on March 22, 2024.

Note 2 - Summary of Significant Accounting Policies - Fair Value Liabilities Measured on Recurring Basis (Details) - Warrant Liability [Member] - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Warrants liability	$ 1,033	$ 3,473
Change in fair value of warrants	(517)	(2,440)
Warrants liability	$ 516	$ 1,033

Note 3 - Inventory

3 Months Ended

Mar. 31, 2024

Inventory Disclosure [Text Block]

3.	INVENTORY

Inventory consisted of the following as of December 31, 2023 and March 31, 2024 (in thousands):

	*December 31, 2023*		*March 31, 2024*
Inventory on-hand	$	18,980	$	17,609
Inventory in-transit		1,410		911
Inventory	$	20,390	$	18,520

The Company’s inventory on-hand is held either with Amazon 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 $5.0 million and $3.6 million as of December 31, 2023 and March 31, 2024, respectively.

Note 6 - Credit Facility, Term Loans and Warrants (Details Textual) - USD ($) $ / shares in Units, $ in Millions	Mar. 01, 2022	Dec. 22, 2021	Mar. 31, 2024	Mar. 20, 2024	Feb. 23, 2024	Dec. 31, 2023	Aug. 11, 2023	Dec. 22, 2022
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)		16,667
Common Stock, Par or Stated Value Per Share (in dollars per share)		$ 0.0001	$ 0.0001	$ 0.0001		$ 0.0001	$ 0.0001
Warrant Liability	$ 19.0		$ 0.5
Securities Purchase Agreement [Member] \| Private Placement [Member]
Stock Issued During Period, Shares, New Issues (in shares)	536,361
Stock and Warrants, Combined Issuance Price (in dollars per share)	$ 34.92
Proceeds from Issuance or Sale of Equity	$ 27.5
Midcap Warrant [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)		$ 56.4
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)	402,271
Class of Warrant or Right, Sale Price (in dollars per share)	$ 34.92
Prefunded Warrants [Member] \| Securities Purchase Agreement [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)	251,155
Common Stock Warrant [Member] \| Securities Purchase Agreement [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)	188,366
Line of Credit [Member] \| Midcap Credit Facility [Member]
Debt Instrument, Term (Year)		3 years
Line of Credit Facility, Maximum Borrowing Capacity		$ 40.0			$ 30.0
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage		0.50%
Line Of Credit Facility, Maximum Liquidity Requirements During Period		$ 12.5
Line Of Credit Facility, Maximum Liquidity Requirements At All Other Times		$ 15.0			6.8			$ 15.0
Line of Credit Facility, Current Borrowing Capacity					17.0
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] \| Maximum [Member]
Debt Instrument, Fee Amount					$ 0.1

Note 7 - Stock-based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Total stock-based compensation expense	$ 1,667	$ 2,317
Selling and Marketing Expense [Member]
Total stock-based compensation expense	299	671
Research and Development Expense [Member]
Total stock-based compensation expense	0	434
General and Administrative Expense [Member]
Total stock-based compensation expense	$ 1,368	$ 1,212

Note 5 - Accrued and Other Current Liabilities (Tables)

3 Months Ended

Mar. 31, 2024

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

	*December 31, 2023*		*March 31, 2024*
Accrued compensation costs	$	140	$	169
Accrued professional fees and consultants		310		220
Accrued logistics costs		149		177
Product related accruals		644		579
Sales tax payable		1,019		1,011
Sales return reserve		233		297
Accrued fulfillment expense		821		705
Accrued insurance		187		38
Federal payroll taxes payable		1,243		1,243
Accrued interest payable		146		78
Warrant liability		1,033		516
All other accruals		3,185		2,956
Accrued and current liabilities	$	9,110	$	7,989

Note 2 - Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2024

Disaggregation of Revenue [Table Text Block]

	*Three Months Ended March 31, 2023*
	(in thousands)
	*Direct*		*Wholesale/Other*		*Total*
North America	$	31,962	$	1,516	$	33,478
Other		1,401		—		1,401
Total net revenue	$	33,363	$	1,516	$	34,879

	*Three Months Ended March 31, 2024*
	(in thousands)
	*Direct*		*Wholesale/Other*		*Total*
North America	$	18,720	$	145	$	18,865
Other		1,349		—		1,349
Total net revenue	$	20,069	$	145	$	20,214

	*Three Months Ended March 31,*
	*2023*		*2024*
	(in thousands)
Heating, cooling and air quality	$	5,349	$	3,204
Kitchen appliances		6,371		1,920
Health and beauty		4,857		3,313
Personal protective equipment		509		—
Cookware, kitchen tools and gadgets		3,620		1,395
Home office		2,667		2,031
Housewares		6,209		4,885
Essential oils and related accessories		4,588		3,208
Other		709		258
Total net revenue	$	34,879	$	20,214

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

	*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

	*March 31, 2024*
	*Fair Value Measurement Category*
	*Level 1*		*Level 2*		*Level 3*
Assets:
Cash and cash equivalents	$	17,545	$	—	$	—
Restricted cash		2,161		—		—
Liabilities:
Fair value of warrant liability		—		—		516

Fair Value, Liabilities Measured on Recurring Basis [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

	*March 31, 2024*
Warrants liability as of January 1, 2024	$	1,033
Change in fair value of warrants		(517	)
Warrants liability as of March 31, 2024	$	516

Note 2 - Summary of Significant Accounting Policies - Financial Assets Measured at Fair Value (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Inputs, Level 1 [Member] \| Warrant Liability [Member]
Fair value of warrant liability	$ 0	$ 0
Fair Value, Inputs, Level 2 [Member] \| Warrant Liability [Member]
Fair value of warrant liability	0	0
Fair Value, Inputs, Level 3 [Member] \| Warrant Liability [Member]
Fair value of warrant liability	516	1,033
Cash and Cash Equivalents [Member] \| Fair Value, Inputs, Level 1 [Member]
Cash and cash equivalents, fair value	17,545	20,023
Cash and Cash Equivalents [Member] \| Fair Value, Inputs, Level 2 [Member]
Cash and cash equivalents, fair value	0	0
Cash and Cash Equivalents [Member] \| Fair Value, Inputs, Level 3 [Member]
Cash and cash equivalents, fair value	0	0
Restricted Cash [Member] \| Fair Value, Inputs, Level 1 [Member]
Cash and cash equivalents, fair value	2,161	2,172
Restricted Cash [Member] \| Fair Value, Inputs, Level 2 [Member]
Cash and cash equivalents, fair value	0	0
Restricted Cash [Member] \| Fair Value, Inputs, Level 3 [Member]
Cash and cash equivalents, fair value	$ 0	$ 0

Note 5 - Accrued and Other Current Liabilities

3 Months Ended

Mar. 31, 2024

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

5.	ACCRUED AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following as of December 31, 2023 and March 31, 2024 (in thousands):

	*December 31, 2023*		*March 31, 2024*
Accrued compensation costs	$	140	$	169
Accrued professional fees and consultants		310		220
Accrued logistics costs		149		177
Product related accruals		644		579
Sales tax payable		1,019		1,011
Sales return reserve		233		297
Accrued fulfillment expense		821		705
Accrued insurance		187		38
Federal payroll taxes payable		1,243		1,243
Accrued interest payable		146		78
Warrant liability		1,033		516
All other accruals		3,185		2,956
Accrued and current liabilities	$	9,110	$	7,989

The Company sponsors, through its professional employer organization provider, a 401(k) defined contribution plan covering all eligible US 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 7 - Stock-based Compensation - Schedule of Option Activity (Details) - $ / shares

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Balance, options (in shares)

^[1]

16,365

Balance, options, weighted average exercise price (in dollars per share)

^[1]

$ 110.51

Balance, options, remaining contractual term (Year)

4 years 6 months 25 days

5 years

Options granted (in shares)

^[1]

Options granted, weighted average exercise price (in dollars per share)

^[1]

$ 0

Options exercised (in shares)

^[1]

Options exercised, weighted average exercise price (in dollars per share)

^[1]

$ 0

Options canceled (in shares)

^[1]

(426)

Options canceled, weighted average exercise price (in dollars per share)

^[1]

$ 93.71

Balance, options (in shares)

^[1]

15,939

16,365

Balance, options, weighted average exercise price (in dollars per share)

^[1]

$ 110.96

$ 110.51

Exercisable, options3 (in shares)

^[1]

15,939

Exercisable, options, weighted average exercise price (in dollars per share)

^[1]

$ 110.96

Exercisable, options, remaining contractual term (Year)

4 years 6 months 25 days

Vested and expected to vest, options (in shares)

^[1]

15,939

Vested and expected to vest, options, , weighted average exercise price (in dollars per share)

^[1]

$ 110.96

Vested and expected to vest, options, remaining contractual term (Year)

4 years 6 months 25 days

[1]	The number of options and exercise price per share have been retroactively restated to reflect the one for twelve (1 for 12) reverse stock split, which was effective on March 22, 2024.

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

3 Months Ended

Mar. 31, 2024

Mar. 31, 2023

Net revenue

$ 20,214

$ 34,879

Cost of goods sold

7,046

15,782

Gross profit

13,168

19,097

Operating expenses:

Sales and distribution

13,214

20,226

Research and development

1,247

General and administrative

5,232

5,959

Impairment loss on intangibles

^[1]

16,660

Total operating expenses

18,446

44,092

Operating loss

(5,278)

(24,995)

Interest expense, net

323

371

Change in fair value of warrant liability

(517)

354

Other expense, net

Loss before income taxes

(5,091)

(25,774)

Provision for income taxes

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

$ (5,162)

$ (25,800)

^[2]

$ (0.76)

$ (4.03)

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

^[2]

6,789,955

6,394,905

[1]

[2]

The number of shares and per share amounts have been retroactively restated to reflect the one for twelve (1 for 12) reverse stock split, which was effective on March 22, 2024.

Note 4 - Prepaid Expenses and Other Current Assets (Tables)

3 Months Ended

Mar. 31, 2024

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

	*December 31, 2023*		*March 31, 2024*
Prepaid inventory	$	619	$	820
Restricted cash		2,043		2,032
Prepaid insurance		1,355		866
Prepaid freight forwarder		100		158
Other		881		1,262
Prepaid and Other Current Assets	$	4,998	$	5,138

Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Unaudited Interim Financial Information 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]

Inventories And Cost Of Goods Sold [Policy Text Block]

Receivable [Policy Text Block]

Revenue from Contract with Customer [Policy Text Block]

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:

	*Three Months Ended March 31, 2023*
	(in thousands)
	*Direct*		*Wholesale/Other*		*Total*
North America	$	31,962	$	1,516	$	33,478
Other		1,401		—		1,401
Total net revenue	$	33,363	$	1,516	$	34,879

	*Three Months Ended March 31, 2024*
	(in thousands)
	*Direct*		*Wholesale/Other*		*Total*
North America	$	18,720	$	145	$	18,865
Other		1,349		—		1,349
Total net revenue	$	20,069	$	145	$	20,214

Net Revenue by Product Categories. The following table sets forth the Company’s net revenue disaggregated by product categories for the three months ended March 31, 2024 and 2023:

	*Three Months Ended March 31,*
	*2023*		*2024*
	(in thousands)
Heating, cooling and air quality	$	5,349	$	3,204
Kitchen appliances		6,371		1,920
Health and beauty		4,857		3,313
Personal protective equipment		509		—
Cookware, kitchen tools and gadgets		3,620		1,395
Home office		2,667		2,031
Housewares		6,209		4,885
Essential oils and related accessories		4,588		3,208
Other		709		258
Total net revenue	$	34,879	$	20,214

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

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.

The following table summarizes the fair value of the Company’s financial assets that are measured at fair value as of December 31, 2023 and March 31, 2024 (in thousands):

	*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

	*March 31, 2024*
	*Fair Value Measurement Category*
	*Level 1*		*Level 2*		*Level 3*
Assets:
Cash and cash equivalents	$	17,545	$	—	$	—
Restricted cash		2,161		—		—
Liabilities:
Fair value of warrant liability		—		—		516

	*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

	*March 31, 2024*
Warrants liability as of January 1, 2024	$	1,033
Change in fair value of warrants		(517	)
Warrants liability as of March 31, 2024	$	516

New Accounting Pronouncements, Policy [Policy Text Block]

Adopted Accounting Standards

Recent Accounting Pronouncements

Note 6 - Credit Facility, Term Loans and Warrants - Schedule of Interest Expense, Net (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Interest expense	$ 393	$ 596
Interest income	(70)	(225)
Total interest expense, net	$ 323	$ 371

Amount of interest expense classified as operating and nonoperating. Includes, but is not limited to, cost of borrowing accounted for as interest expense.

+ References + Details

Note 3 - Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Inventory on-hand	$ 17,609	$ 18,980
Inventory in-transit	911	1,410
Total inventory	$ 18,520	$ 20,390

Note 4 - Prepaid Expenses and Other Current Assets

3 Months Ended

Mar. 31, 2024

Prepaid Expenses And Other Current Assets [Text Block]

4.	PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid and other current assets consisted of the following as of December 31, 2023 and March 31, 2024 (in thousands):

	*December 31, 2023*		*March 31, 2024*
Prepaid inventory	$	619	$	820
Restricted cash		2,043		2,032
Prepaid insurance		1,355		866
Prepaid freight forwarder		100		158
Other		881		1,262
Prepaid and Other Current Assets	$	4,998	$	5,138

Note 11 - Restructuring (Tables)

3 Months Ended

Mar. 31, 2024

Restructuring and Related Costs [Table Text Block]

	*Three Months Ended*
	*March 31, 2024*
	(in thousands)
Employee severance	$	551
Other restructuring costs		7
Total restructuring costs	$	558

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

	Employee Severance			Contract Termination Costs		Other			Total
Balance – December 31, 2023	$	—		$	193	$	—		$	193
Charges		551			—		7			558
Usage-cash		(309	)		—		—			(309	)
Usage-noncash		—			—		(4	)		(4	)
Balance – March 31, 2024	$	242		$	193	$	3		$	438

Note 12 - Subsequent Events

3 Months Ended

Mar. 31, 2024

Subsequent Events [Text Block]

12.

SUBSEQUENT EVENTS

On April 8, 2024, the Company received written notice (the “Compliance Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that it has regained compliance with Nasdaq Listing Rule 5450(a)(1) which requires that companies listed on Nasdaq maintain a minimum bid price of $1.00 per share. Nasdaq notified the Company in the Compliance Notice that from March 22, 2024 to April 5, 2024 the closing bid price of the Company’s common stock had been $1.00 per share or greater and, accordingly, the Company had regained compliance with Nasdaq Listing Rule 5450(a)(1) and that the matter was now closed.

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)
$ in Thousands

Mar. 31, 2024

Dec. 31, 2023

Current assets:

Cash

$ 17,545

$ 20,023

Accounts receivable, net

2,382

4,225

Inventory

18,520

20,390

Prepaid and other current assets

5,138

4,998

Total current assets

43,585

49,636

Property and equipment, net

748

775

Other intangibles, net

10,955

11,320

Other non-current assets

386

138

Total assets

55,674

61,869

Current Liabilities:

Credit facility

9,396

11,098

Accounts payable

4,058

4,190

Seller notes

903

1,049

Accrued and other current liabilities

7,989

9,110

Total current liabilities

22,346

25,447

Other liabilities

378

391

Total liabilities

22,724

25,838

Commitments and contingencies (Note 9)

Stockholders' equity:

Common stock, $0.0001 par value, 500,000,000 shares authorized and 7,508,246 and 7,656,044 shares outstanding at December 31, 2023 and March 31, 2024, respectively (*)

^[1]

Additional paid-in capital

738,805

736,675

Accumulated deficit

(704,977)

(699,815)

Accumulated other comprehensive loss

(887)

(838)

Total stockholders’ equity

32,950

36,031

Total liabilities and stockholders' equity

$ 55,674

$ 61,869

[1]	The number of shares and per share amounts have been retroactively restated to reflect the one for twelve (1 for 12) reverse stock split, which was effective on March 22, 2024.

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Insider Trading Arr Line Items
Material Terms of Trading Arrangement [Text Block]	Item 5. Other Information. Rule 10b-5(1) Trading Plans. During the three months ended March 31, 2024, no director or officer of the Company 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

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Net loss	$ (5,162)	$ (25,800)
Other comprehensive loss:
Foreign currency translation adjustments	(49)	129
Other comprehensive loss	(49)	129
Comprehensive loss	$ (5,211)	$ (25,671)

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

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

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Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Mar. 31, 2024	May 08, 2024
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	Q1
Document Fiscal Year Focus	2024
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
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, $0.0001 par value per share
Trading Symbol	ATER
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		8,435,679

Note 8 - Net Loss Per Share - Schedule of Net Loss Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

Mar. 31, 2024

Mar. 31, 2023

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

$ (5,162)

$ (25,800)

^[1]

6,789,955

6,394,905

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

^[1]

$ (0.76)

$ (4.03)

Anti-dilutive shares excluded from computation of net loss per share (in shares) (in shares)

2,074,627

1,979,594

[1]	The number of shares and per share amounts have been retroactively restated to reflect the one for twelve (1 for 12) reverse stock split, which was effective on March 22, 2024.

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

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

Note 8 - Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2024

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

	*Three Months Ended March 31,*
	*2023*			*2024*
Net loss	$	(25,800	)	$	(5,162	)
Weighted-average number of shares used in computing net loss per share, basic and diluted		6,394,905			6,789,955
Net loss per share, basic and diluted	$	(4.03	)	$	(0.76	)

Anti-dilutive shares excluded from computation of net loss per share (in shares)		1,979,594			2,074,627

Note 10 - Intangibles - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Remainder of 2024	$ 1,199
2025	1,564
2026	1,564
2027	1,554
2028	1,551
2029	1,551
Thereafter	1,972
Total	$ 10,955	$ 11,320

Note 8 - Net Loss Per Share (Details Textual)	Mar. 22, 2024	Mar. 20, 2024
Reverse Stock Split [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio	12	12

Note 11 - Restructuring

3 Months Ended

Mar. 31, 2024

Restructuring and Related Activities Disclosure [Text Block]

11.

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:

	*Three Months Ended*
	*March 31, 2024*
	(in thousands)
Employee severance	$	551
Other restructuring costs		7
Total restructuring costs	$	558

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

	Employee Severance			Contract Termination Costs		Other			Total
Balance – December 31, 2023	$	—		$	193	$	—		$	193
Charges		551			—		7			558
Usage-cash		(309	)		—		—			(309	)
Usage-noncash		—			—		(4	)		(4	)
Balance – March 31, 2024	$	242		$	193	$	3		$	438

As of March 31, 2024, the Company has a liability of $0.4 million for restructuring costs, of which $0.3 million is included in accrued expenses and other current liabilities and $0.1 million is included in other liabilities on the consolidated balance sheet. There were no restructuring costs incurred during the three months ended March 31, 2023.

As of December 31, 2023, the Company had a liability of $0.2 million for restructuring costs, of which $0.1 million was included in accrued expenses and other current liabilities and $0.1 million was 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.

Note 3 - Inventory (Tables)

3 Months Ended

Mar. 31, 2024

Schedule of Inventory, Current [Table Text Block]

	*December 31, 2023*		*March 31, 2024*
Inventory on-hand	$	18,980	$	17,609
Inventory in-transit		1,410		911
Inventory	$	20,390	$	18,520

Note 2 - Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Total net revenue	$ 20,214	$ 34,879
Heating, Cooling, and Air Quality [Member]
Total net revenue	3,204	5,349
Kitchen Appliances [Member]
Total net revenue	1,920	6,371
Health and Beauty [Member]
Total net revenue	3,313	4,857
Personal Protective Equipment [Member]
Total net revenue	0	509
Cookware, Kitchen Tools, and Gadgets [Member]
Total net revenue	1,395	3,620
Home Office [Member]
Total net revenue	2,031	2,667
Housewares [Member]
Total net revenue	4,885	6,209
Essential Oils and Related Accessories [Member]
Total net revenue	3,208	4,588
Product and Service, Other [Member]
Total net revenue	258	709
Sales Channel, Directly to Consumer [Member]
Total net revenue	20,069	33,363
Sales Channel, Through Intermediary [Member]
Total net revenue	145	1,516
North America [Member]
Total net revenue	18,865	33,478
North America [Member] \| Sales Channel, Directly to Consumer [Member]
Total net revenue	18,720	31,962
North America [Member] \| Sales Channel, Through Intermediary [Member]
Total net revenue	145	1,516
Other Than North America [Member]
Total net revenue	1,349	1,401
Other Than North America [Member] \| Sales Channel, Directly to Consumer [Member]
Total net revenue	1,349	1,401
Other Than North America [Member] \| Sales Channel, Through Intermediary [Member]
Total net revenue	$ 0	$ 0

Note 11 - Restructuring - Schedule of Restructuring Costs (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Total restructuring costs	$ 558
Employee Severance [Member]
Total restructuring costs	551
Other Restructuring [Member]
Total restructuring costs	$ 7

Note 7 - Stock-based Compensation (Tables)

3 Months Ended

Mar. 31, 2024

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, 2024		16,365		$	110.51		5.00	$	—
Options granted		—		$	—		—	$	—
Options exercised		—		$	—		—	$	—
Options canceled		(426	)	$	93.71		—	$	—
Balance—March 31, 2024		15,939		$	110.96		4.57	$	—
Exercisable as of March 31, 2024		15,939		$	110.96		4.57	$	—
Vested and expected to vest as of March 31, 2024		15,939		$	110.96		4.57	$	—

Nonvested Restricted Stock Shares Activity [Table Text Block]

Restricted Stock Awards	**Shares ()***			Weighted Average Grant-Date Fair Value (*)
Nonvested at January 1, 2024		840,815		$	9.73
Granted		11,668		$	3.97
Vested		(51,168	)	$	25.58
Forfeited		(42,650	)	$	11.24
Nonvested at March 31, 2024		758,665		$	8.49

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

	*Three Months Ended March 31,*
	*2023*		*2024*
	(in thousands)
Sales and distribution expenses	$	671	$	299
Research and development expenses		434		—
General and administrative expenses		1,212		1,368
Total stock-based compensation expense	$	2,317	$	1,667

Note 11 - Restructuring - Summary of Restructuring Reserve (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Balance – December 31, 2023	$ 193
Charges	558	$ 0
Usage-cash	(309)
Usage-noncash	(4)
Balance – March 31, 2024	438		$ 193
Employee Severance [Member]
Balance – December 31, 2023	0
Charges	551		1,600
Usage-cash	(309)
Usage-noncash	0
Balance – March 31, 2024	242		0
Contract Termination [Member]
Balance – December 31, 2023	193
Charges	0
Usage-cash	0
Usage-noncash	0
Balance – March 31, 2024	193		193
Other Restructuring [Member]
Balance – December 31, 2023	0
Charges	7
Usage-cash	0
Usage-noncash	(4)
Balance – March 31, 2024	$ 3		$ 0

Note 10 - Intangibles

3 Months Ended

Mar. 31, 2024

Intangible Assets Disclosure [Text Block]

10.

INTANGIBLES

The following tables summarize the changes in the Company’s intangible assets as of December 31, 2023 and March 31, 2024 (in thousands):

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

	*January 1, 2024*		*Three Months Ended March 31, 2024*				*March 31, 2024*			*March 31, 2024*
	*Gross Carrying Amount*		*Additions*		*Impairments*		*Accumulated Amortization*			*Net Book Value*
Trademarks	$	21,285	$	—	$	—	$	(14,406	)	$	6,879
Non-competition agreement		11		—		—		(11	)		—
Transition services agreement		12		—		—		(12	)		—
Customer relationships		5,700		—		—		(1,662	)		4,038
Software		—		38		—		—			38
Other		700		—		—		(700	)		—
Total intangibles	$	27,708	$	38	$	—	$	(16,791	)	$	10,955

(1)

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.

The following table sets forth the estimated aggregate amortization of the Company’s intangible assets for the next five years and thereafter (amounts in thousands):

Remainder of 2024	$	1,199
2025		1,564
2026		1,564
2027		1,554
2028		1,551
2029		1,551
Thereafter		1,972
Total	$	10,955

Note 3 - Inventory (Details Textual) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Other Inventory, Warehouse, Gross	$ 3.6	$ 5.0

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
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)	7,656,044	7,508,246
Common stock, outstanding (in shares)	7,656,044	7,508,246

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

3 Months Ended

12 Months Ended

Mar. 31, 2024

Mar. 31, 2023

Dec. 31, 2023

OPERATING ACTIVITIES:

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

$ (5,162)

$ (25,800)

Depreciation and amortization

428

1,762

Provision for sales returns

(223)

Amortization of deferred financing cost and debt discounts

106

Stock-based compensation

1,667

2,317

Change in deferred tax balance

(5)

Change in inventory provisions

(976)

(1,023)

Loss (gain) in connection with the change in warrant fair value

(517)

354

Accounts payable, accrued and other liabilities

^[1]

16,660

$ 39,728

^[1]

Changes in assets and liabilities:

Accounts receivable

1,843

1,028

Inventory

2,846

4,312

Prepaid and other assets

249

751

(526)

(7,661)

Cash used in operating activities

(6)

(7,417)

INVESTING ACTIVITIES:

Purchase of intangibles and fixed assets

(36)

(33)

Purchase of Step and Go assets

(125)

Purchase of minority equity investment

(200)

Cash used in investing activities

(236)

(158)

FINANCING ACTIVITIES:

Repayments on note payable to Smash

(153)

(398)

Borrowings from MidCap credit facilities

11,453

20,549

Repayments for MidCap credit facilities

(13,244)

(22,602)

Insurance obligation payments

(254)

(534)

Cash provided (used) by financing activities

(2,198)

(2,985)

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

(49)

129

Net change in cash and restricted cash for the year

(2,489)

(10,431)

Cash and restricted cash at beginning of year

22,195

46,629

Cash and restricted cash at end of year

19,706

36,198

22,195

RECONCILIATION OF CASH AND RESTRICTED CASH:

Cash

17,545

33,911

Restricted Cash—Prepaid and other current assets

2,032

2,158

Restricted cash—Other non-current assets

129

TOTAL CASH AND RESTRICTED CASH

19,706

36,198

$ 22,195

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid for interest

402

538

Cash paid for taxes

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Non-cash consideration paid to contractors

620

321

Non-cash minority equity investment

$ 50

$ 0

[1]

Note 9 - Commitments and Contingencies

3 Months Ended

Mar. 31, 2024