0001437749-24-025892 | 10-Q | XBRL Viewer

Intangible Assets Disclosure [Text Block]

11.

INTANGIBLES

The following tables summarize the changes in the Company’s intangible assets as of December 31, 2023 and June 30, 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*		*Six Months Ended June 30, 2024*				*June 30, 2024*			*June 30, 2024*
	*Gross Carrying Amount*		*Additions*		*Impairments*		*Accumulated Amortization*			*Net Book Value*
Trademarks	$	21,285	$	—	$	—	$	(14,666	)	$	6,619
Non-competition agreement		11		—		—		(11	)		—
Transition services agreement		12		—		—		(12	)		—
Customer relationships		5,700		—		—		(1,805	)		3,895
Software		—		38		—		(3	)		35
Other		700		—		—		(700	)		—
Total intangibles	$	27,708	$	38	$	—	$	(17,197	)	$	10,549

(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	$	792
2025		1,564
2026		1,564
2027		1,554
2028		1,551
2029		1,551
Thereafter		1,973
Total	$	10,549

Note 12 - Restructuring - Summary of Restructuring Reserve (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2024	Dec. 31, 2023
Balance – December 31, 2023		$ 193
Charges		693
Usage-cash		(610)
Usage-non-cash		(118)
Balance – June 30, 2024	$ 158	158	$ 193
Employee Severance [Member]
Balance – December 31, 2023		0
Charges	17	683	1,600
Usage-cash		(526)
Usage-non-cash		0
Balance – June 30, 2024	157	157	0
Contract Termination [Member]
Balance – December 31, 2023		193
Charges		0
Usage-cash		(75)
Usage-non-cash		(118)
Balance – June 30, 2024	0	0	193
Other Restructuring [Member]
Balance – December 31, 2023		0
Charges		10
Usage-cash		(9)
Usage-non-cash		0
Balance – June 30, 2024	$ 1	$ 1	$ 0

Note 5 - Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Prepaid inventory	$ 919	$ 619
Restricted cash	2,027	2,043
Prepaid insurance	1,245	1,355
Prepaid freight forwarder	540	100
Other prepaid current assets	989	881
Prepaid Expense and Other Assets, Current	$ 5,720	$ 4,998

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

Jun. 30, 2024

Dec. 31, 2023

Current assets:

Cash

$ 20,328

$ 20,023

Accounts receivable, net

3,763

4,225

Inventory

18,378

20,390

Prepaid and other current assets

5,720

4,998

Total current assets

48,189

49,636

Property and equipment, net

730

775

Accrued and other current liabilities

10,549

11,320

Other non-current assets

384

138

Total assets

59,852

61,869

Current Liabilities:

Credit facility

9,590

11,098

Accounts payable

8,811

4,190

Seller notes

677

1,049

9,610

9,110

Total current liabilities

28,688

25,447

Other liabilities

277

391

Total liabilities

28,965

25,838

Commitments and contingencies (Note 10)

Stockholders' equity:

Common stock, $0.0001 par value, 500,000,000 shares authorized and 7,508,246 and 8,587,159 shares outstanding at December 31, 2023 and June 30, 2024, respectively (*)

^[1]

Additional paid-in capital

740,351

736,675

Accumulated deficit

(708,606)

(699,815)

Accumulated other comprehensive loss

(867)

(838)

Total stockholders’ equity

30,887

36,031

Total liabilities and stockholders' equity

$ 59,852

$ 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.

Note 13 - Subsequent Events

6 Months Ended

Jun. 30, 2024

Subsequent Events [Text Block]

13.

SUBSEQUENT EVENTS

None.

Note 3 - Accounts Receivable

6 Months Ended

Jun. 30, 2024

Accounts and Nontrade Receivable [Text Block]

3.	ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following as of December 31, 2023 and June 30, 2024 (in thousands):


	*December 31, 2023*			*June 30, 2024*
Trade accounts receivable	$	4,356		$	3,910
Allowance for credit losses		(131	)		(147	)
Accounts receivable-net	$	4,225		$	3,763

Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 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 June 30, 2023*
	(in thousands)
	*Direct*		*Wholesale/Other*		*Total*
North America	$	33,175	$	796	$	33,971
Other		1,293		—		1,293
Total net revenue	$	34,468	$	796	$	35,264

	*Three Months Ended June 30, 2024*
	(in thousands)
	*Direct*		*Wholesale/Other*		*Total*
North America	$	26,300	$	155	$	26,455
Other		1,529		—		1,529
Total net revenue	$	27,829	$	155	$	27,984

	*Six Months Ended June 30, 2023*
	(in thousands)
	*Direct*		*Wholesale/Other*		*Total*
North America	$	65,137	$	2,312	$	67,449
Other		2,694		—		2,694
Total net revenue	$	67,831	$	2,312	$	70,143

	*Six Months Ended June 30, 2024*
	(in thousands)
	*Direct*		*Wholesale/Other*		*Total*
North America	$	45,020	$	300	$	45,320
Other		2,879		—		2,879
Total net revenue	$	47,899	$	300	$	48,199

Net Revenue by Product Categories. The following table sets forth the Company’s net revenue disaggregated by product categories for the three and six months ended June 30, 2024 and 2023:

	*Three Months Ended June 30,*
	*2023*		*2024*
	(in thousands)
Heating, cooling and air quality	$	8,394	$	10,396
Kitchen appliances		6,277		2,111
Health and beauty		3,834		3,431
Cookware, kitchen tools and gadgets		2,287		1,294
Home office		2,627		2,310
Housewares		6,931		5,046
Essential oils and related accessories		4,263		3,236
Other		651		160
Total net revenue	$	35,264	$	27,984

	*Six Months Ended June 30,*
	*2023*		*2024*
	(in thousands)
Heating, cooling and air quality	$	13,742	$	13,600
Kitchen appliances		12,648		4,032
Health and beauty		8,691		6,744
Cookware, kitchen tools and gadgets		5,907		2,690
Home office		5,294		4,341
Housewares		13,140		9,932
Essential oils and related accessories		8,851		6,443
Other		1,870		417
Total net revenue	$	70,143	$	48,199

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

There were no triggering events to test intangibles for impairment loss during the six months ended June 30, 2024.

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 June 30, 2024 (in thousands):

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

	*June 30, 2024*
	*Fair Value Measurement Category*
	*Level 1*		*Level 2*		*Level 3*
Assets:
Cash	$	20,328	$	—	$	—
Restricted cash		2,156		—		—
Liabilities:
Fair value of warrant liability		—		—		464

	*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

	*June 30, 2024*
Warrants liability as of January 1, 2024	$	1,033
Change in fair value of warrants		(569	)
Warrants liability as of June 30, 2024	$	464

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

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

3 Months Ended

6 Months Ended

12 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Jun. 30, 2024

Jun. 30, 2023

Dec. 31, 2023

OPERATING ACTIVITIES:

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

$ (3,629)

$ (34,787)

$ (8,791)

$ (60,587)

Depreciation and amortization

858

2,964

Provision (recovery) for sales returns

(170)

Amortization of deferred financing cost and debt discounts

121

213

Stock-based compensation

4,588

5,539

Change in deferred tax balance

(5)

Change in inventory provisions

(1,301)

262

Gain in connection with the change in warrant fair value

(52)

(2,197)

(569)

(1,843)

Prepaid and other current assets

22,785

^[1]

39,445

$ 39,728

^[1]

Changes in assets and liabilities:

Accounts receivable

462

(267)

Inventory

3,313

6,721

(656)

2,469

Accounts payable, accrued and other liabilities

4,789

(3,603)

Cash (used in) provided by operating activities

2,896

(8,857)

INVESTING ACTIVITIES:

Purchase of fixed assets

(42)

(66)

Purchase of Step and Go assets

(125)

Purchase of minority equity investment

(200)

Cash used in investing activities

(242)

(191)

FINANCING ACTIVITIES:

Repayments on note payable to Smash

(383)

(501)

Borrowings from MidCap credit facilities

29,637

38,060

Repayments for MidCap credit facilities

(31,275)

(43,572)

Insurance obligation payments

(315)

(534)

Cash used in financing activities

(2,336)

(6,547)

Foreign currency effect on cash and restricted cash

(29)

255

Net change in cash and restricted cash for the year

289

(15,340)

Cash and restricted cash at beginning of year

22,195

46,629

Cash and restricted cash at end of year

22,484

31,289

22,484

31,289

22,195

RECONCILIATION OF CASH AND RESTRICTED CASH:

Cash

20,328

28,867

20,328

28,867

Restricted Cash—Prepaid and other current assets

2,027

2,293

2,027

2,293

Restricted cash—Other non-current assets

129

TOTAL CASH AND RESTRICTED CASH

$ 22,484

$ 31,289

22,484

31,289

$ 22,195

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid for interest

660

1,038

Cash paid for taxes

151

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Non-cash consideration paid to contractors

620

321

Non-cash minority equity investment

$ 50

[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 11 - Intangibles - Schedule of Intangible Assets (Details) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

12 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Jun. 30, 2024

Jun. 30, 2023

Dec. 31, 2023

$ 27,708

$ 68,625

$ (22,785)

^[1]

$ (39,445)

(39,728)

^[1]

(17,197)

(17,578)

10,549

11,320

Trademarks [Member]

21,285

62,202

^[1]

(39,728)

(14,666)

(15,335)

Noncompete Agreements [Member]

6,619

7,140

^[1]

(11)

Transition Services Agreement [Member]

^[1]

(12)

Customer Relationships [Member]

5,700

^[1]

(1,805)

(1,520)

Other Intangible Assets [Member]

3,895

4,180

700

^[1]

(700)

Computer Software, Intangible Asset [Member]

$ 0

(3)

$ 35

[1]

Note 5 - Prepaid Expenses and Other Current Assets

6 Months Ended

Jun. 30, 2024

Prepaid Expenses And Other Current Assets [Text Block]

5.	PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid and other current assets consisted of the following as of December 31, 2023 and June 30, 2024 (in thousands):

	*December 31, 2023*		*June 30, 2024*
Prepaid inventory	$	619	$	919
Restricted cash		2,043		2,027
Prepaid insurance		1,355		1,245
Prepaid freight forwarder		100		540
Other		881		989
	$	4,998	$	5,720

Note 8 - Stock-based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Total stock-based compensation expense	$ 2,921	$ 3,223	$ 4,588	$ 5,539
Selling and Marketing Expense [Member]
Total stock-based compensation expense	946	1,091	1,245	1,761
Research and Development Expense [Member]
Total stock-based compensation expense	0	423	0	857
General and Administrative Expense [Member]
Total stock-based compensation expense	$ 1,975	$ 1,709	$ 3,343	$ 2,921

Note 7 - Credit Facility, Term Loans and Warrants

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Text Block]

7.	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 was extended to December 2026 and gives the Company access to $17 million in current commitments which can be increased, subject to certain conditions, to $30.0 million. The Credit Facility extension reduced 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 June 30, 2024.

The Company’s credit facility consisted of the following as of December 31, 2023 and June 30, 2024 (in thousands):

	*December 31, 2023*			*June 30, 2024*
MidCap Credit Facility	$	11,515		$	9,970
Less: deferred debt issuance costs		(226	)		(240	)
Less: discount associated with issuance of warrants		(191	)		(140	)
Total MidCap Credit Facility	$	11,098		$	9,590

Interest Expense, Net

Interest expense, net consisted of the following for the three and six months ended June 30, 2023 and 2024 (in thousands):

	*Three Months Ended June 30,*						*Six Months Ended June 30,*
	*2023*			*2024*			*2023*			*2024*
Interest expense	$	540		$	296		$	1,136		$	689
Interest income		(194	)		(68	)		(419	)		(137	)
Total interest expense, net	$	346		$	228		$	717		$	552

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 June 30, 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
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(1)
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Document And Entity Information - shares	6 Months Ended
Document And Entity Information - shares	Jun. 30, 2024	Aug. 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	Q2
Document Fiscal Year Focus	2024
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 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		8,588,822

Note 8 - Stock-based Compensation (Details Textual) $ / shares in Units, $ in Millions			6 Months Ended
	Mar. 22, 2024	Mar. 20, 2024 $ / shares shares	Jun. 30, 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 \| $			$ 5.8
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)			2 years 6 months
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)			614,733
Inducement Equity Incentive Plan [Member]
Common Stock, Capital Shares Reserved for Future Issuance (in shares)			193,476
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 10 - Commitments and Contingencies (Details Textual) $ in Thousands				1 Months Ended		3 Months Ended
	Feb. 24, 2022 USD ($)	Feb. 24, 2022 GBP (£)	May 02, 2021 USD ($)	Feb. 29, 2024 USD ($)	Oct. 30, 2021 USD ($)	Mar. 31, 2022 USD ($)	Jun. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Sales and Excise Tax Payable, Current							$ 1,077	$ 1,019
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

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Net loss	$ (3,629)	$ (34,787)	$ (8,791)	$ (60,587)
Other comprehensive income (loss):
Foreign currency translation adjustments	20	126	(29)	255
Other comprehensive income (loss)	20	126	(29)	255
Comprehensive loss	$ (3,609)	$ (34,661)	$ (8,820)	$ (60,332)

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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Note 5 - Prepaid Expenses and Other Current Assets (Tables)

6 Months Ended

Jun. 30, 2024

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

	*December 31, 2023*		*June 30, 2024*
Prepaid inventory	$	619	$	919
Restricted cash		2,043		2,027
Prepaid insurance		1,355		1,245
Prepaid freight forwarder		100		540
Other		881		989
	$	4,998	$	5,720

Note 12 - Restructuring

6 Months Ended

Jun. 30, 2024

Restructuring and Related Activities Disclosure [Text Block]

12.

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.

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 $17 thousand and $0.6 million for the three and six months ended June 30, 2024, 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*		*Three Months Ended*
	*June 30, 2023*		*June 30, 2024*
	(in thousands)		(in thousands)
Employee severance	$	520	$	132
Retention bonus settled		411		—
Other restructuring costs⁽¹⁾		285		(115	)
Total restructuring costs	$	1,216	$	17

	*Six Months Ended*		*Six Months Ended*
	*June 30, 2023*		*June 30, 2024*
	(in thousands)		(in thousands)
Employee severance	$	520	$	683
Retention bonus settled		411		—
Other restructuring costs⁽¹⁾		285		(108	)
Total restructuring costs	$	1,216	$	575

(1) Includes reversal of costs associated with a contract settlement during the three and six months ended June 30, 2024.

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		683			—			10			693
Usage-cash		(526	)		(75	)		(9	)		(610	)
Usage-non-cash		—			(118	)		—			(118	)
Balance – June 30, 2024	$	157		$	—		$	1		$	158

As of June 30, 2024, the Company has a liability of $0.2 million for restructuring costs which are included in accrued expenses and other current liabilities on the consolidated balance sheet. As of June 30, 2023, the Company has a liability of $0.6 million for restructuring costs, of which $0.5 million is included in accrued expenses and other current liabilities and $0.1 million is included in other liabilities on the consolidated balance sheet.

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 9 - Net Loss Per Share (Tables)

6 Months Ended

Jun. 30, 2024

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

	*Three Months Ended June 30,*						*Six Months Ended June 30,*
	*2023*			*2024*			*2023*			*2024*
Net loss	$	(34,787	)	$	(3,629	)	$	(60,587	)	$	(8,791	)
Weighted-average number of shares used in computing net loss per share, basic and diluted (*)		6,483,931			6,973,218			6,439,658			6,881,648
Net loss per share, basic and diluted	$	(5.37	)	$	(0.52	)	$	(9.41	)	$	(1.28	)

Anti-dilutive shares excluded from computation of net loss per share (in shares)(*)		1,925,388			2,350,812			1,946,983			2,047,993

Note 6 - Accrued and Other Current Liabilities (Tables)

6 Months Ended

Jun. 30, 2024

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

	*December 31, 2023*		*June 30, 2024*
Accrued compensation costs	$	140	$	1,234
Accrued professional fees and consultants		310		74
Accrued logistics costs		149		197
Product related accruals		644		413
Sales tax payable		1,019		1,077
Sales return reserve		233		320
Accrued fulfillment expense		821		933
Accrued insurance		187		692
Federal payroll taxes payable		1,243		1,063
Accrued interest payable		146		71
Warrant liability		1,033		464
All other accruals		3,185		3,072
Accrued and current liabilities	$	9,110	$	9,610

Note 2 - Summary of Significant Accounting Policies - Fair Value Liabilities Measured on Recurring Basis (Details) - Warrant Liability [Member] - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Warrants liability	$ 1,033	$ 3,473
Change in fair value of warrants	(569)	(2,440)
Warrants liability	$ 464	$ 1,033

Note 4 - Inventory (Details Textual) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Other Inventory, Warehouse, Gross	$ 4	$ 5

Note 12 - Restructuring (Tables)

6 Months Ended

Jun. 30, 2024

Restructuring and Related Costs [Table Text Block]

	*Three Months Ended*		*Three Months Ended*
	*June 30, 2023*		*June 30, 2024*
	(in thousands)		(in thousands)
Employee severance	$	520	$	132
Retention bonus settled		411		—
Other restructuring costs⁽¹⁾		285		(115	)
Total restructuring costs	$	1,216	$	17

	*Six Months Ended*		*Six Months Ended*
	*June 30, 2023*		*June 30, 2024*
	(in thousands)		(in thousands)
Employee severance	$	520	$	683
Retention bonus settled		411		—
Other restructuring costs⁽¹⁾		285		(108	)
Total restructuring costs	$	1,216	$	575

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		683			—			10			693
Usage-cash		(526	)		(75	)		(9	)		(610	)
Usage-non-cash		—			(118	)		—			(118	)
Balance – June 30, 2024	$	157		$	—		$	1		$	158

Note 9 - Net Loss Per Share

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Text Block]

9.	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 June 30,*						*Six Months Ended June 30,*
	*2023*			*2024*			*2023*			*2024*
Net loss	$	(34,787	)	$	(3,629	)	$	(60,587	)	$	(8,791	)
Weighted-average number of shares used in computing net loss per share, basic and diluted (*)		6,483,931			6,973,218			6,439,658			6,881,648
Net loss per share, basic and diluted	$	(5.37	)	$	(0.52	)	$	(9.41	)	$	(1.28	)

Anti-dilutive shares excluded from computation of net loss per share (in shares)(*)		1,925,388			2,350,812			1,946,983			2,047,993

(*) 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 11 - Intangibles - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Remainder of 2024	$ 792
2025	1,564
2026	1,564
2027	1,554
2028	1,551
2029	1,551
Thereafter	1,973
Total	$ 10,549	$ 11,320

Note 2 - Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2024

Disaggregation of Revenue [Table Text Block]

	*Three Months Ended June 30, 2023*
	(in thousands)
	*Direct*		*Wholesale/Other*		*Total*
North America	$	33,175	$	796	$	33,971
Other		1,293		—		1,293
Total net revenue	$	34,468	$	796	$	35,264

	*Three Months Ended June 30, 2024*
	(in thousands)
	*Direct*		*Wholesale/Other*		*Total*
North America	$	26,300	$	155	$	26,455
Other		1,529		—		1,529
Total net revenue	$	27,829	$	155	$	27,984

	*Six Months Ended June 30, 2023*
	(in thousands)
	*Direct*		*Wholesale/Other*		*Total*
North America	$	65,137	$	2,312	$	67,449
Other		2,694		—		2,694
Total net revenue	$	67,831	$	2,312	$	70,143

	*Six Months Ended June 30, 2024*
	(in thousands)
	*Direct*		*Wholesale/Other*		*Total*
North America	$	45,020	$	300	$	45,320
Other		2,879		—		2,879
Total net revenue	$	47,899	$	300	$	48,199

	*Three Months Ended June 30,*
	*2023*		*2024*
	(in thousands)
Heating, cooling and air quality	$	8,394	$	10,396
Kitchen appliances		6,277		2,111
Health and beauty		3,834		3,431
Cookware, kitchen tools and gadgets		2,287		1,294
Home office		2,627		2,310
Housewares		6,931		5,046
Essential oils and related accessories		4,263		3,236
Other		651		160
Total net revenue	$	35,264	$	27,984

	*Six Months Ended June 30,*
	*2023*		*2024*
	(in thousands)
Heating, cooling and air quality	$	13,742	$	13,600
Kitchen appliances		12,648		4,032
Health and beauty		8,691		6,744
Cookware, kitchen tools and gadgets		5,907		2,690
Home office		5,294		4,341
Housewares		13,140		9,932
Essential oils and related accessories		8,851		6,443
Other		1,870		417
Total net revenue	$	70,143	$	48,199

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

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

	*June 30, 2024*
	*Fair Value Measurement Category*
	*Level 1*		*Level 2*		*Level 3*
Assets:
Cash	$	20,328	$	—	$	—
Restricted cash		2,156		—		—
Liabilities:
Fair value of warrant liability		—		—		464

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

	*June 30, 2024*
Warrants liability as of January 1, 2024	$	1,033
Change in fair value of warrants		(569	)
Warrants liability as of June 30, 2024	$	464

Note 7 - Credit Facility, Term Loans and Warrants - Schedule of Credit Facility and Term Loans (Details) - Midcap Credit Facility [Member] - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
MidCap Credit Facility	$ 9,970	$ 11,515
Less: deferred debt issuance costs	(240)	(226)
Less: discount associated with issuance of warrants	(140)	(191)
Total MidCap Credit Facility	$ 9,590	$ 11,098

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

+ References + Details

Note 3 - Accounts Receivable (Tables)

6 Months Ended

Jun. 30, 2024

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


	*December 31, 2023*			*June 30, 2024*
Trade accounts receivable	$	4,356		$	3,910
Allowance for credit losses		(131	)		(147	)
Accounts receivable-net	$	4,225		$	3,763

Note 12 - Restructuring (Details Textual) $ in Thousands			3 Months Ended	6 Months Ended	12 Months Ended
Note 12 - Restructuring (Details Textual) $ in Thousands	Feb. 08, 2024	May 09, 2023	Jun. 30, 2024 USD ($)	Jun. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)	Jun. 30, 2023 USD ($)
Restructuring Charges				$ 693
Restructuring Reserve			$ 158	158	$ 193	$ 600
Accrued Expenses and Other Current Liabilities [Member]
Restructuring Reserve					100	500
Other Liabilities [Member]
Restructuring Reserve					100	$ 100
Employee Severance [Member]
Restructuring Charges			17	683	1,600
Restructuring Reserve			$ 157	157	$ 0
Employee Severance [Member] \| Approximation [Member]
Restructuring Charges				$ 600
Employee Severance [Member] \| Employees [Member]
Restructuring and Related Cost, Number of Positions Eliminated	17	50
Employee Severance [Member] \| Contractors [Member]
Restructuring and Related Cost, Number of Positions Eliminated	26	15

Note 4 - Accounts Receivable - Summary of Accounts Receivable (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Trade accounts receivable	$ 3,910	$ 4,356
Allowance for credit losses	(147)	(131)
Accounts receivable-net	$ 3,763	$ 4,225

Note 6 - Accrued and Other Current Liabilities

6 Months Ended

Jun. 30, 2024

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

6.	ACCRUED AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following as of December 31, 2023 and June 30, 2024 (in thousands):

	*December 31, 2023*		*June 30, 2024*
Accrued compensation costs	$	140	$	1,234
Accrued professional fees and consultants		310		74
Accrued logistics costs		149		197
Product related accruals		644		413
Sales tax payable		1,019		1,077
Sales return reserve		233		320
Accrued fulfillment expense		821		933
Accrued insurance		187		692
Federal payroll taxes payable		1,243		1,063
Accrued interest payable		146		71
Warrant liability		1,033		464
All other accruals		3,185		3,072
Accrued and current liabilities	$	9,110	$	9,610

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 2 - Summary of Significant Accounting Policies - Financial Assets Measured at Fair Value (Details) - USD ($) $ in Thousands	Jun. 30, 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	464	1,033
Cash [Member] \| Fair Value, Inputs, Level 1 [Member]
Cash and cash equivalents, fair value	20,328	20,023
Cash [Member] \| Fair Value, Inputs, Level 2 [Member]
Cash and cash equivalents, fair value	0	0
Cash [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	2,156	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 2 - Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Total net revenue	$ 27,984	$ 35,264	$ 48,199	$ 70,143
Heating, Cooling, and Air Quality [Member]
Total net revenue	10,396	8,394	13,600	13,742
Kitchen Appliances [Member]
Total net revenue	2,111	6,277	4,032	12,648
Health and Beauty [Member]
Total net revenue	3,431	3,834	6,744	8,691
Cookware, Kitchen Tools, and Gadgets [Member]
Total net revenue	1,294	2,287	2,690	5,907
Home Office [Member]
Total net revenue	2,310	2,627	4,341	5,294
Housewares [Member]
Total net revenue	5,046	6,931	9,932	13,140
Essential Oils and Related Accessories [Member]
Total net revenue	3,236	4,263	6,443	8,851
Product and Service, Other [Member]
Total net revenue	160	651	417	1,870
Sales Channel, Directly to Consumer [Member]
Total net revenue	27,829	34,468	47,899	67,831
Sales Channel, Through Intermediary [Member]
Total net revenue	155	796	300	2,312
North America [Member]
Total net revenue	26,455	33,971	45,320	67,449
North America [Member] \| Sales Channel, Directly to Consumer [Member]
Total net revenue	26,300	33,175	45,020	65,137
North America [Member] \| Sales Channel, Through Intermediary [Member]
Total net revenue	155	796	300	2,312
Other Than North America [Member]
Total net revenue	1,529	1,293	2,879	2,694
Other Than North America [Member] \| Sales Channel, Directly to Consumer [Member]
Total net revenue	1,529	1,293	2,879	2,694
Other Than North America [Member] \| Sales Channel, Through Intermediary [Member]
Total net revenue	$ 0	$ 0	$ 0	$ 0

Note 8 - Stock-based Compensation - Schedule of Option Activity (Details) - $ / shares

6 Months Ended

12 Months Ended

Jun. 30, 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)

3 years 10 months 17 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]

(1,068)

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

^[1]

$ 108.5

Balance, options (in shares)

^[1]

15,297

16,365

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

^[1]

$ 110.65

$ 110.51

Exercisable, options3 (in shares)

^[1]

15,297

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

^[1]

$ 110.65

Exercisable, options, remaining contractual term (Year)

3 years 10 months 17 days

Vested and expected to vest, options (in shares)

^[1]

15,297

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

^[1]

$ 110.65

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

3 years 10 months 17 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 Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares	Jun. 30, 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)	8,587,159	7,508,246
Common stock, outstanding (in shares)	8,587,159	7,508,246

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]

(60,587)

^[1]

674,348

Forfeiture of shares of restricted common stock (in shares)

$ 1

^[1]

^[1]

(94,056)

$ 0

^[1]

5,249

Issuance of common stock (in shares)

$ 0

^[1]

255

^[1]

25,000

Issuance of common stock

^[1]

290

BALANCE (in shares) at Jun. 30, 2023

^[1]

7,334,825

BALANCE at Jun. 30, 2023

$ 9

^[1]

733,878

(685,838)

(889)

47,160

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

Issuance of shares of restricted common stock (in shares)

$ 0

^[1]

(34,787)

^[1]

618,670

Forfeiture of shares of restricted common stock (in shares)

$ 1

^[1]

^[1]

(45,196)

$ 0

^[1]

3,053

BALANCE (in shares) at Jun. 30, 2023

$ 0

^[1]

126

^[1]

7,334,825

BALANCE at Jun. 30, 2023

$ 9

^[1]

733,878

(685,838)

(889)

47,160

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]

(8,791)

^[1]

1,209,649

Forfeiture of shares of restricted common stock (in shares)

$ 0

^[1]

^[1]

(309,516)

$ 0

^[1]

3,006

Issuance of common stock (in shares)

$ 0

^[1]

(29)

^[1]

178,780

Issuance of common stock

$ 0

^[1]

670

BALANCE (in shares) at Jun. 30, 2024

^[1]

8,587,159

BALANCE at Jun. 30, 2024

$ 9

^[1]

740,351

(708,606)

(867)

30,887

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

Issuance of shares of restricted common stock (in shares)

$ 0

^[1]

(3,629)

^[1]

1,197,981

Forfeiture of shares of restricted common stock (in shares)

$ 0

^[1]

^[1]

(266,866)

$ 0

^[1]

1,546

BALANCE (in shares) at Jun. 30, 2024

$ 0

^[1]

^[1]

8,587,159

BALANCE at Jun. 30, 2024

$ 9

^[1]

$ 740,351

$ (708,606)

$ (867)

$ 30,887

[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 4 - Inventory

6 Months Ended

Jun. 30, 2024

Inventory Disclosure [Text Block]

4.	INVENTORY

Inventory consisted of the following as of December 31, 2023 and June 30, 2024 (in thousands):


	*December 31, 2023*		*June 30, 2024*
Inventory on-hand	$	18,980	$	13,726
Inventory in-transit		1,410		4,652
Inventory	$	20,390	$	18,378

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 $4.0 million as of December 31, 2023 and June 30, 2024, respectively.

Note 4 - Inventory (Tables)

6 Months Ended

Jun. 30, 2024

Schedule of Inventory, Current [Table Text Block]


	*December 31, 2023*		*June 30, 2024*
Inventory on-hand	$	18,980	$	13,726
Inventory in-transit		1,410		4,652
Inventory	$	20,390	$	18,378

Note 1 - Company Overview (Details Textual) $ / shares in Units, shares in Thousands, $ in Thousands						3 Months Ended		6 Months Ended		12 Months Ended
	Mar. 22, 2024	Mar. 20, 2024 $ / shares shares	Feb. 08, 2024	Aug. 11, 2023 $ / shares	May 09, 2023	Jun. 30, 2024 USD ($) $ / shares	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) $ / shares	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) $ / shares	Dec. 22, 2021 $ / shares
Net Income (Loss) Attributable to Parent						$ (3,629)	$ (34,787)	$ (8,791)	$ (60,587)
Net Cash Provided by (Used in) Operating Activities								2,896	(8,857)
Cash and Cash Equivalents, at Carrying Value						20,328	$ 28,867	20,328	$ 28,867
Retained Earnings (Accumulated Deficit)						$ (708,606)		$ (708,606)		$ (699,815)
Number of Restructuring Plans						2		2
Common Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares		$ 0.0001		$ 0.0001		$ 0.0001		$ 0.0001		$ 0.0001	$ 0.0001
Restructuring Charges								$ 693
Employee Severance [Member]
Restructuring Charges						$ 17		683		$ 1,600
Employee Severance [Member] \| Approximation [Member]
Restructuring Charges								$ 600
Employee Severance [Member] \| Employees [Member]
Restructuring and Related Cost, Number of Positions Eliminated			17		50
Employee Severance [Member] \| Contractors [Member]
Restructuring and Related Cost, Number of Positions Eliminated			26		15
Fractional Shares [Member]
Stock Issued During Period, Shares, Reverse Stock Splits (in shares) \| shares		0
Reverse Stock Split [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio	12	12
Reverse Stock Split [Member] \| Minimum [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio				2
Reverse Stock Split [Member] \| Maximum [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio				30

Note 6 - Accrued and Other Current Liabilities - Schedule of Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Accrued compensation costs	$ 1,234	$ 140
Accrued professional fees and consultants	74	310
Accrued logistics costs	197	149
Product related accruals	413	644
Sales tax payable	1,077	1,019
Sales return reserve	320	233
Accrued fulfillment expense	933	821
Accrued insurance	692	187
Federal payroll taxes payable	1,063	1,243
Accrued interest payable	71	146
Warrant liability	464	1,033
All other accruals	3,072	3,185
Accrued and current liabilities	$ 9,610	$ 9,110

Note 8 - Stock-based Compensation

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Text Block]

8.	STOCK-BASED COMPENSATION

The Company has three 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 June 30, 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 June 30, 2024, 614,733 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 June 30, 2024, 193,476 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

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 -for- 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 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 were 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 and six months ending June 30, 2024.

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.

The following is a summary of stock option activity during the six months ended June 30, 2024:

	*Options Outstanding*
	**Number of Options ()***			*Weighted- Average Exercise Price*		*Weighted- Average Remaining Contractual Life (years)*
Balance—January 1, 2024		16,365		$	110.51		5.00
Options granted		—		$	—		—
Options exercised		—		$	—		—
Options canceled		(1,068	)	$	108.50		—
Balance—June 30, 2024		15,297		$	110.65		3.88
Exercisable as of June 30, 2024		15,297		$	110.65		3.88
Vested and expected to vest as of June 30, 2024		15,297		$	110.65		3.88

(*) 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 June 30, 2024, all options have been fully expensed.

A summary of restricted stock award activity within the Company’s equity plans and changes for the six months ended June 30, 2024 is as follows:

Restricted Stock Awards	**Shares ()***			*Weighted Average Grant- Date Fair Value*
Nonvested at January 1, 2024		840,815		$	9.73
Granted		1,209,649		$	2.40
Vested		(294,641	)	$	10.09
Forfeited		(309,516	)	$	4.72
Nonvested at June 30, 2024		1,446,307		$	4.60

(*) 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 June 30, 2024, the total unrecognized compensation expense related to unvested shares of restricted common stock was $5.8 million, which the Company expects to recognize over an estimated weighted-average period of 2.5 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 and six months ended June 30, 2023 and 2024 (in thousands):

	*Three Months Ended June 30,*				*Six Months Ended June 30,*
	*2023*		*2024*		*2023*		*2024*
	(in thousands)				(in thousands)
Sales and distribution expenses	$	1,091	$	946	$	1,761	$	1,245
Research and development expenses		423		—		857		—
General and administrative expenses		1,709		1,975		2,921		3,343
Total stock-based compensation expense	$	3,223	$	2,921	$	5,539	$	4,588

Note 12 - Restructuring - Schedule of Restructuring Costs (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Total restructuring costs	$ 17	$ 1,216	$ 575	$ 1,216
Employee Severance [Member]
Total restructuring costs	132	520	683	520
Retention Bonus Settlement [Member]
Total restructuring costs	0	411	0	411
Other Restructuring [Member]
Total restructuring costs	$ (115)	$ 285	$ (108)	$ 285

Insider Trading Arrangements	3 Months Ended	6 Months Ended
Insider Trading Arrangements	Jun. 30, 2024	Jun. 30, 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 June 30, 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

Note 9 - Net Loss Per Share - Schedule of Net Loss Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Jun. 30, 2024

Jun. 30, 2023

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

$ (3,629)

$ (34,787)

$ (8,791)

$ (60,587)

^[1]

6,973,218

6,483,931

6,881,648

6,439,658

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

^[1]

$ (0.52)

$ (5.37)

$ (1.28)

$ (9.41)

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

2,350,812

1,925,388

2,047,993

1,946,983

[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 11 - Intangibles (Tables)

6 Months Ended

Jun. 30, 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*		*Six Months Ended June 30, 2024*				*June 30, 2024*			*June 30, 2024*
	*Gross Carrying Amount*		*Additions*		*Impairments*		*Accumulated Amortization*			*Net Book Value*
Trademarks	$	21,285	$	—	$	—	$	(14,666	)	$	6,619
Non-competition agreement		11		—		—		(11	)		—
Transition services agreement		12		—		—		(12	)		—
Customer relationships		5,700		—		—		(1,805	)		3,895
Software		—		38		—		(3	)		35
Other		700		—		—		(700	)		—
Total intangibles	$	27,708	$	38	$	—	$	(17,197	)	$	10,549

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

Remainder of 2024	$	792
2025		1,564
2026		1,564
2027		1,554
2028		1,551
2029		1,551
Thereafter		1,973
Total	$	10,549

Note 7 - Credit Facility, Term Loans and Warrants (Details Textual) - USD ($) $ / shares in Units, $ in Millions	Mar. 01, 2022	Dec. 22, 2021	Jun. 30, 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 8 - Stock-based Compensation (Tables)

6 Months Ended

Jun. 30, 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)*
Balance—January 1, 2024		16,365		$	110.51		5.00
Options granted		—		$	—		—
Options exercised		—		$	—		—
Options canceled		(1,068	)	$	108.50		—
Balance—June 30, 2024		15,297		$	110.65		3.88
Exercisable as of June 30, 2024		15,297		$	110.65		3.88
Vested and expected to vest as of June 30, 2024		15,297		$	110.65		3.88

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		1,209,649		$	2.40
Vested		(294,641	)	$	10.09
Forfeited		(309,516	)	$	4.72
Nonvested at June 30, 2024		1,446,307		$	4.60

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

	*Three Months Ended June 30,*				*Six Months Ended June 30,*
	*2023*		*2024*		*2023*		*2024*
	(in thousands)				(in thousands)
Sales and distribution expenses	$	1,091	$	946	$	1,761	$	1,245
Research and development expenses		423		—		857		—
General and administrative expenses		1,709		1,975		2,921		3,343
Total stock-based compensation expense	$	3,223	$	2,921	$	5,539	$	4,588

Note 1 - Company Overview

6 Months Ended

Jun. 30, 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.

Our primary brands include Squatty Potty, hOmeLabs, Mueller Living, PurSteam, Healing Solutions, and Photo Paper Direct ("PPD"). We generate revenue primarily through the online sales of our various consumer products with substantially all of our sales being made through the Amazon U.S. marketplace.

Headquartered in New Jersey, the Company also maintains offices in China, the 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 Condensed 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 six months ended June 30, 2024, we incurred a net loss of $8.8 million and generated net cash flows from operations of $2.9 million. In addition, as of June 30, 2024, we had unrestricted cash and cash equivalents of $20.3 million available to fund our operations and an accumulated deficit of $708.6 million.

• We are required to remain in compliance with certain financial covenants required by the MidCap Credit facility (See Note 7, Credit Facility, Term Loans and Warrants). We were in compliance with these financial covenants as of June 30, 2024, and expect to remain in compliance through at least June 30, 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. 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 15 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 February 2024, we extended the term with Midcap Credit Facility until December 2026 (See Note 7, 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 Condensed 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 Condensed 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”).

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.

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 - for - 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).

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.

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

3 Months Ended

6 Months Ended

12 Months Ended

Jun. 30, 2024

Dec. 31, 2023

Jun. 30, 2023

Mar. 31, 2023

Jun. 30, 2024

Jun. 30, 2023

Dec. 31, 2023

Accounts Receivable, Allowance for Credit Loss

$ 100

Contract with Customer, Refund Liability

300

200

300

200

Essential Oils and Related Accessories [Member]

$ 22,785

^[1]

$ 39,445

39,728

^[1]

Paper Business and Kitchen Appliance Business [Member]

$ 16,700

Other Noncurrent Assets [Member]

300

$ 22,800

Security Deposit

100

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

Security Deposit

$ 2,000

[1]

Note 10 - Commitments and Contingencies

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Text Block]

10.

COMMITMENTS AND CONTINGENCIES

Sales or Other Similar Taxes—Based on the location of the Company’s current operations, the majority of sales tax is collected and remitted either by the Company or on its behalf by e-commerce marketplaces in most states within the U.S. To date, the Company has had no actual or threatened sales and use tax claims from any state where it does not already claim nexus or any state where it sold products prior to claiming nexus. However, the Company believes that the likelihood of incurring a liability as a result of sales tax nexus being asserted by certain states where it sold products prior to claiming nexus is probable. As of December 31, 2023 and June 30, 2024, the Company estimates that the potential liability, including current sales tax payable is approximately $1.0 million and $1.1 million, which has been recorded in accrued and other current liabilities on the Condensed Consolidated Balance Sheet. The Company believes this is the best estimate of an amount due to taxing agencies, given that such a potential loss is an unasserted liability that would be contested and subject to negotiation between the Company and the state, or decided by a court.

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

Settlement Agreement—On May 2, 2021, the Company entered into a settlement agreement with one of the Company’s suppliers who agreed to pay the amount of $3.0 million to the Company in three installments of $1.0 million each, with the first payment to be paid on or before May 31, 2021, the second payment to be paid on or before September 30, 2021, and the third payment to be paid on or before November 30, 2021. Further, the supplier agreed to deliver certain goods as part of this settlement by September 30, 2021. Through the date of the accompanying Condensed Consolidated Financial Statements, the supplier has not paid in full its required first payment of $1.0 million nor has it delivered the required quantity of goods. The Company fully reserved $4.1 million within prepaid and other current assets on its Consolidated Financial Statements during the year-ended December 31, 2022 and December 31, 2023. The Company has commenced legal action against the supplier and certain other parties to the matter. One of the parties to the matter has filed for bankruptcy and such legal action is being stayed until the resolution of such bankruptcy. The Company continues to reserve its legal options and rights on this matter as of June 30, 2024.

Mueller Action—In October 2021, the Company received a class action notification and pre-lawsuit demand letter demanding corrective action with respect to the marketing, advertising and labeling of certain products under the Mueller brand (the “Mueller Action”). In April 2022, the parties reached an agreement in principle to resolve this potential action for $0.5 million in cash and $0.3 million worth of coupons, which the Company accrued $0.8 million in the three months ended March 31, 2022, subject to court approval. The court preliminarily approved the settlement on August 3, 2023 and final approval was granted May 8, 2024.

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

Note 8 - Stock-based Compensation - Restricted Stock Activity (Details) - Restricted Stock [Member]

6 Months Ended

Jun. 30, 2024

$ / shares

^[1]

Nonvested (in shares) | shares

840,815

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

$ 9.73

Granted (in shares) | shares

1,209,649

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

$ 2.4

Vested (in shares) | shares

(294,641)

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

$ 10.09

Forfeited (in shares) | shares

(309,516)

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

$ 4.72

Nonvested (in shares) | shares

1,446,307

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

$ 4.6

[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 4 - Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Inventory on-hand	$ 13,726	$ 18,980
Inventory in-transit	4,652	1,410
Total inventory	$ 18,378	$ 20,390

Note 7 - Credit Facility, Term Loans and Warrants (Tables)

6 Months Ended

Jun. 30, 2024

Schedule of Debt [Table Text Block]

	*December 31, 2023*			*June 30, 2024*
MidCap Credit Facility	$	11,515		$	9,970
Less: deferred debt issuance costs		(226	)		(240	)
Less: discount associated with issuance of warrants		(191	)		(140	)
Total MidCap Credit Facility	$	11,098		$	9,590

Interest Income and Interest Expense Disclosure [Table Text Block]

	*Three Months Ended June 30,*						*Six Months Ended June 30,*
	*2023*			*2024*			*2023*			*2024*
Interest expense	$	540		$	296		$	1,136		$	689
Interest income		(194	)		(68	)		(419	)		(137	)
Total interest expense, net	$	346		$	228		$	717		$	552

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

3 Months Ended

6 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Jun. 30, 2024

Jun. 30, 2023

Net revenue

$ 27,984

$ 35,264

$ 48,199

$ 70,143

Cost of goods sold

11,093

20,368

18,139

36,151

Gross profit

16,891

14,896

30,060

33,992

Operating expenses:

Sales and distribution

15,162

20,557

28,376

40,783

Research and development

1,709

2,956

General and administrative

4,934

6,281

10,166

12,240

Impairment loss on intangibles

22,785

^[1]

39,445

Total operating expenses

20,096

51,332

38,542

95,424

Operating loss

(3,205)

(36,436)

(8,482)

(61,432)

Interest expense, net

228

346

552

717

Change in fair value of warrant liability

(52)

(2,197)

(569)

(1,843)

Other expense, net

176

229

Loss before income taxes

(3,424)

(34,761)

(8,515)

(60,535)

Provision for income taxes

205

276

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

$ (3,629)

$ (34,787)

$ (8,791)

$ (60,587)

^[2]

$ (0.52)

$ (5.37)

$ (1.28)

$ (9.41)

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

^[2]

6,973,218

6,483,931

6,881,648

6,439,658

[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 7 - Credit Facility, Term Loans and Warrants - Schedule of Interest Expense, Net (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Interest expense	$ 296	$ 540	$ 689	$ 1,136
Interest income	(68)	(194)	(137)	(419)
Total interest expense, net	$ 228	$ 346	$ 552	$ 717