0001564590-22-010668 | 10-K | XBRL Viewer

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Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
CURRENT ASSETS:
Cash	$ 30,317	$ 26,718
Accounts receivable—net	10,478	5,747
Inventory	63,045	31,582
Prepaid and other current assets	21,034	11,111
Total current assets	124,874	75,158
PROPERTY AND EQUIPMENT—net	1,254	169
GOODWILL—net	119,941	47,318
OTHER INTANGIBLES—net	64,955	31,460
OTHER NON-CURRENT ASSETS	2,546	3,349
TOTAL ASSETS	313,570	157,454
CURRENT LIABILITIES:
Credit facility	32,845	12,190
Accounts payable	21,716	14,856
Term loan		21,600
Seller notes	7,577	16,231
Contingent earn-out liability	3,983	1,515
Accrued and other current liabilities	17,621	8,340
Total current liabilities	83,742	74,732
OTHER LIABILITIES	360	1,841
CONTINGENT EARN-OUT LIABILITY	5,240	21,016
TERM LOANS		36,483
Total liabilities	89,342	134,072
COMMITMENTS AND CONTINGENCIES (Note 12)
STOCKHOLDERS’ EQUITY:
Common stock, par value $0.0001 per share—500,000,000 shares authorized and 27,074,791 shares outstanding at December 31, 2020; 500,000,000 shares authorized and 55,090,237 shares outstanding at December 31, 2021	5	3
Additional paid-in capital	653,650	216,305
Accumulated deficit	(428,959)	(192,935)
Accumulated other comprehensive income	(468)	9
Total stockholders’ equity	224,228	23,382
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 313,570	$ 157,454

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Statement Of Financial Position [Abstract]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares outstanding	55,090,237	27,074,791

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Statement [Abstract]
NET REVENUE	$ 247,767	$ 185,704	$ 114,451
COST OF GOODS SOLD	125,904	100,958	69,411
GROSS PROFIT	121,863	84,746	45,040
OPERATING EXPENSES:
Sales and distribution	127,369	68,005	55,206
Research and development	9,837	8,130	10,661
General and administrative	45,099	30,631	33,506
Settlement of a contingent earn-out liability	4,164
Change in fair value of contingent earn-out liabilities	(30,529)	12,731
TOTAL OPERATING EXPENSES:	155,940	119,497	99,373
OPERATING LOSS	(34,077)	(34,751)	(54,333)
INTEREST EXPENSE—net	12,655	4,979	4,386
CHANGE IN FAIR VALUE OF DERIVATIVE LIABILITY	3,254
LOSS ON EXTINGUISHMENT OF DEBT	138,859	2,037
CHANGE IN FAIR VALUE OF WARRANT LIABILITY	26,455	21,338
LOSS ON INITIAL ISSUANCE OF WARRANTS	20,147
OTHER EXPENSE (INCOME)—net	45	(27)	41
LOSS BEFORE INCOME TAXES	(235,492)	(63,078)	(58,760)
PROVISION FOR INCOME TAXES	532	48	29
NET LOSS	$ (236,024)	$ (63,126)	$ (58,789)
Net loss per share, basic and diluted	$ (6.67)	$ (3.68)	$ (4.35)
Weighted-average number of shares outstanding, basic and diluted	35,379,005	17,167,999	13,516,844

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Statement Of Income And Comprehensive Income [Abstract]
NET LOSS	$ (236,024)	$ (63,126)	$ (58,789)
OTHER COMPREHENSIVE INCOME:
Foreign currency translation adjustments	(477)	(48)	17
Other comprehensive income (loss)	(477)	(48)	17
COMPREHENSIVE LOSS	$ (236,501)	$ (63,174)	$ (58,772)

- Definition

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

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+ Details

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Asset Purchase Agreement	High Trail	Follow-on Public Offering	November 2019	July 13, 2020	August 10, 2020	Common Stock	Common Stock Asset Purchase Agreement	Common Stock High Trail	Common Stock Follow-on Public Offering	Common Stock March 20, 2019	Common Stock May 17, 2019	Common Stock June 12, 2019	Common Stock August 2019	Common Stock November 2019	Common Stock March Twelve Two Thousand Twenty	Common Stock June 30, 2020	Common Stock December 17, 2020	Common Stock July 13, 2020	Common Stock July 20, 2020	Common Stock September 30, 2020	Common Stock August 10, 2020	Common Stock December 14, 2020	Additional Paid-in Capital	Additional Paid-in Capital Asset Purchase Agreement	Additional Paid-in Capital High Trail	Additional Paid-in Capital Follow-on Public Offering	Additional Paid-in Capital November 2019	Additional Paid-in Capital July 13, 2020	Additional Paid-in Capital August 10, 2020	Accumulated Deficit	Accumulated Other Comprehensive Income
Beginning balance at Dec. 31, 2018	$ 5,369							$ 1																	$ 76,348							$ (71,020)	$ 40
Beginning balance, shares at Dec. 31, 2018								11,534,190
Net loss	(58,789)																															(58,789)
Issuance of restricted common stock, shares												2,406,618	19,407	64,982	84,975	25,990
Issuance of common stock	29,447							$ 1																	29,446
Issuance of common stock, shares								3,600,000
Stock-based compensation	34,681																								34,681
Exercise of stock options	2																								2
Exercise of stock options, shares								487
Other comprehensive income (loss)	17																																17
Ending balance at Dec. 31, 2019	10,727							$ 2																	140,477							(129,809)	57
Ending balance, shares at Dec. 31, 2019								17,736,649
Net loss	(63,126)																															(63,126)
Issuance of restricted common stock					$ 659	$ 49	$ 760																						$ 659	$ 49	$ 760
Issuance of restricted common stock, shares																90,000	439,145	134,364	23,500	10,000	95,500	22,700	90,000	890,000
Forfeiture of restricted common stock, shares																	371,329	(134,366)
Issuance of 25,000 warrants on August 18, 2020	204																								204
Issuance of common stock		$ 29,077		$ 23,416					$ 1																	$ 29,076		$ 23,416
Issuance of common stock, shares									4,220,000		3,860,710
Shares of common stock retired in connection with vesting	(150)																								(150)
Shares of restricted common stock retired in connection with vesting, shares								42,779
Stock-based compensation	21,770																								21,770
Exercise of stock options	44																								44
Exercise of stock options, shares								10,697
Other comprehensive income (loss)	(48)																																(48)
Ending balance at Dec. 31, 2020	23,382							$ 3																	216,305							(192,935)	9
Ending balance, shares at Dec. 31, 2020								27,074,791
Net loss	(236,024)																															(236,024)
Issuance of restricted common stock, shares								2,025,597
Forfeiture of restricted common stock, shares								(647,659)
Issuance of 25,000 warrants on August 18, 2020	97,088																								97,088
Issuance of common stock upon exercise of stock option grants	9,033																								9,033
Issuance of common stock upon exercise of stock option grants, shares								1,011,422
Issuance of common stock related to exercise of warrants	40,318																								40,318
Issuance of common stock related to exercise of warrants, shares								6,405,605
Issuance of common stock in connection with acquisition of Healing Solutions assets	47,369																								47,369
Issuance of common stock in connection with acquisition of Healing Solutions assets, shares								2,796,001
Issuance of restricted stock awards	7,669																								7,669
Issuance of restricted stock awards, shares								769,104
Issuance of warrants to High Trail	39,016																								39,016
Issuance of warrants to Midcap	589																								589
Reclassification of warrants to liability	(21,260)																								(21,260)
Warrant modification on extinguishment	17,399																								17,399
Issuance of common stock	36,735	$ 11,075	$ 129,620							$ 2															36,735	$ 11,075	$ 129,618
Issuance of common stock, shares								2,666,667	704,548	12,284,161
Stock-based compensation	$ 22,696																								22,696
Exercise of stock options, shares	1,011,422
Other comprehensive income (loss)	$ (477)																																(477)
Ending balance at Dec. 31, 2021	$ 224,228							$ 5																	$ 653,650							$ (428,959)	$ (468)
Ending balance, shares at Dec. 31, 2021								55,090,237

Consolidated Statements of Stockholders' Equity (Parenthetical) - shares														1 Months Ended		3 Months Ended	12 Months Ended
	Dec. 17, 2020	Dec. 14, 2020	Nov. 16, 2020	Sep. 30, 2020	Aug. 26, 2020	Aug. 10, 2020	Jul. 20, 2020	Jul. 13, 2020	Mar. 12, 2020	Jun. 14, 2019	Jun. 12, 2019	May 17, 2019	Mar. 20, 2019	Nov. 30, 2019	Aug. 31, 2019	Jun. 30, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Follow-on Public Offering
Issuance of common stock, shares					3,860,710
Common Stock
Issuance of restricted common stock, shares	23,500	890,000	90,000	22,700		90,000	95,500	10,000	439,145		64,982	88,548	2,406,618	74,510	84,975	134,364	2,025,597
Forfeiture of restricted common stock, shares									371,329			69,141		48,520		134,366	(647,659)
Issuance of common stock, shares										3,600,000							2,666,667		3,600,000
Common Stock \| Asset Purchase Agreement
Issuance of common stock, shares																	704,548	4,220,000
Common Stock \| Follow-on Public Offering
Issuance of common stock, shares																		3,860,710

Consolidated Statements of Stockholders' Equity (Parenthetical 1)	Aug. 18, 2020 shares
Warrant
Issuance of warrants	25,000

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
OPERATING ACTIVITIES:
Net loss	$ (236,024,000)	$ (63,126,000)	$ (58,789,000)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	7,326,000	552,000	183,000
Provision for sales returns	43,000	92,000	134,000
Amortization of deferred financing cost and debt discounts	7,742,000	2,245,000	1,218,000
Stock-based compensation	28,987,000	22,716,000	34,681,000
Change in fair value of contingent earn-out liabilities	(30,529,000)	12,731,000
Loss in connection with settlement of earn-out	4,164,000
Loss in connection with the change in warrant fair value	26,455,000	21,338,000
Loss on initial issuance of warrants	20,147,000
Loss on extinguishment	138,859,000	2,037,000
Provision for barter credits	1,000,000
Loss from derivative liability discount related to term loan	3,254,000
Allowance for doubtful accounts and other	4,200,000		94,000
Changes in assets and liabilities:
Accounts receivable	(4,554,000)	(4,703,000)	309,000
Inventory	(19,303,000)	18,659,000	(5,360,000)
Prepaid and other current assets	(7,856,000)	1,513,000	(1,004,000)
Accounts payable, accrued and other liabilities	14,120,000	(6,991,000)	3,334,000
Cash provided (used) by operating activities	(41,969,000)	6,091,000	(25,200,000)
INVESTING ACTIVITIES:
Purchase of fixed assets	(32,000)	(89,000)	(114,000)
Proceeds on sale of fixed assets			6,000
Cash used in investing activities	(44,905,000)	(39,054,000)	(1,284,000)
FINANCING ACTIVITIES:
Proceeds from initial public offering, net of issuance costs			36,000,000
Issuance costs from initial public offering			(5,446,000)
Proceeds from warrant exercise	9,085,000
Proceeds from cancellation of warrant	16,957,000
Proceeds from issuance of common stock from follow-on public offering, net of issuance costs	36,735,000	23,416,000
Proceeds from exercise of stock options	9,033,000
Payment of earnout to Squatty Potty	(7,971,000)
Proceeds from exercise of stock options		44,000
Tax paid in connection with RSAs		(150,000)
Borrowings from MidCap credit facilities	48,750,000	123,633,000	98,663,000
Insurance financing proceeds	2,424,000	2,660,000	3,833,000
Insurance obligation payments	(3,048,000)	(3,066,000)	(2,783,000)
Capital lease obligation payments		(32,000)	(55,000)
Cash provided by financing activities	95,569,000	32,319,000	36,566,000
EFFECT OF EXCHANGE RATE ON CASH	(477,000)	(48,000)	(1,000)
NET CHANGE IN CASH AND RESTRICTED CASH FOR THE YEAR	8,218,000	(692,000)	10,081,000
CASH AND RESTRICTED CASH AT BEGINNING OF YEAR	30,097,000	30,789,000	20,708,000
CASH AND RESTRICTED CASH AT END OF YEAR	38,315,000	30,097,000	30,789,000
RECONCILIATION OF CASH AND RESTRICTED CASH
CASH	30,317,000	26,718,000	30,353,000
RESTRICTED CASH—Prepaid and other current assets	7,849,000	3,250,000	307,000
RESTRICTED CASH—Other non-current assets	149,000	129,000	129,000
CASH AND RESTRICTED CASH AT END OF YEAR	38,315,000	30,097,000	30,789,000
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest	5,611,000	2,787,000	3,201,000
Cash paid for taxes	41,000	46,000	21,000
Non-cash barter exchange of inventory for advertising/logistics credits		3,352,000
Modification of warrants between equity and liability	75,828,000
Non-cash consideration paid to contractors	7,289,000	1,672,000
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Equity fundraising costs not paid			160,000
Debt issuance costs not paid		142,000
Original issue discount	2,475,000	5,000,000
Discount of debt relating to warrants issuance	51,284,000	10,483,000
Notes payable related to acquisitions	16,550,000	18,073,000	195,000
Issuance of common stock in connection with acquisition		29,075,000
Fair value of contingent consideration	20,971,000	9,800,000
Issuance of common stock in connection with Healing Solutions and Photo Paper Direct acquisitions	50,529,000
Issuance of common stock - debt repayment	125,562,000
Issuance of common stock - Healing Solutions earnout settlement	7,914,000
Horizon Term Loan
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Loss on extinguishment		1,065,000
FINANCING ACTIVITIES:
Debt issuance costs			(900,000)
Repayments of debt		(15,990,000)
High Trail December 2020 Note and February 2021 Term Loan
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Loss on extinguishment	28,240,000
High Trail April 2021 Term Loan
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Loss on extinguishment	106,991,000
High Trails Term Loan
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Loss on extinguishment	2,096,000
FINANCING ACTIVITIES:
Debt issuance costs		(2,207,000)
Borrowings from term loan		38,000,000
High Trail December2020 Note And February2021 Note
FINANCING ACTIVITIES:
Repayments of debt	(59,500,000)
High Trail April2021 Note
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Loss on extinguishment	28,200,000
FINANCING ACTIVITIES:
Debt issuance costs	(2,202,000)
Repayments of debt	(10,139,000)
Borrowings from term loan	110,000,000
High Trail December2021 Note
FINANCING ACTIVITIES:
Repayments of debt	(27,500,000)
High Trail February 2021 Note
FINANCING ACTIVITIES:
Debt issuance costs	(1,462,000)
Borrowings from term loan	14,025,000
Revolving Credit Facility
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Loss on extinguishment	1,532,000
MidCap Credit Facility
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Loss on extinguishment	1,500,000
FINANCING ACTIVITIES:
Repayments of debt	(28,274,000)	(133,782,000)	(92,165,000)
Debt issuance costs	(849,000)		(581,000)
Truweo Assets
INVESTING ACTIVITIES:
Purchase of fixed assets			$ (1,176,000)
Smash Assets
INVESTING ACTIVITIES:
Purchase of fixed assets		(25,000,000)
Truweo Assets
INVESTING ACTIVITIES:
Purchase of fixed assets		(13,965,000)
Healing Solutions LLC
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Change in fair value of contingent earn-out liabilities	0
INVESTING ACTIVITIES:
Purchase of fixed assets	(15,250,000)
Photo Paper Direct Ltd.
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Change in fair value of contingent earn-out liabilities	900,000
INVESTING ACTIVITIES:
Purchase of Photo Paper Direct, net of cash acquired	(10,583,000)
Aussie Health
FINANCING ACTIVITIES:
Repayment of note payable		$ (207,000)
Squatty Potty, LLC
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Change in fair value of contingent earn-out liabilities	500,000
INVESTING ACTIVITIES:
Purchase of fixed assets	(19,040,000)
Smash
FINANCING ACTIVITIES:
Repayment of note payable	$ (10,495,000)

Organization and Description of Business

12 Months Ended

Dec. 31, 2021

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Organization and Description of Business

1.	ORGANIZATION AND DESCRIPTION OF BUSINESS

Aterian, Inc., formerly known as Mohawk Group Holdings, Inc., and its subsidiaries, (“Aterian” or the “Company”), is a technology-enabled consumer products platform that builds, acquires and partners with e-commerce brands. The Company’s proprietary software and agile supply chain helps create a growing base of consumer products. Aterian predominantly operates through online retail channels such as Amazon and Walmart, Inc. The Company owns and operates fourteen brands, which were either incubated or purchased, selling products in multiple categories, including home and kitchen appliances, kitchenware, heating, cooling and air quality appliances (dehumidifiers, humidifiers and air conditioners), health and beauty products and essentials oils.

Headquartered in New York, Aterian’s offices can also be found in China, Philippines, Israel and Poland.

Going Concern—As of December 31, 2021, the Company had total cash and cash equivalents of $30.3 million and an accumulated deficit of $429.0 million. In addition, the Company’s net loss and net cash used in operating activities amounted to $236.0 million and $42.0 million, respectively, for the year ended December 31, 2021.

As an emerging growth company, the Company has been dependent on outside capital through the issuance of equity to investors and borrowings from lenders (collectively “outside capital”) since its inception to execute its growth strategy of investing in organic growth at the expense of short-term profitably and investing in incremental growth through mergers and acquisitions (“M&A strategy”). In addition, the Company’s recent financial performance has been adversely impacted by the COVID-19 global pandemic and related global shipping disruption, in particular with respect to substantial increases in supply chain costs for shipping containers (See COVID-19 Pandemic and Supply Chain disclosure below). As a result, the Company has incurred significant losses and will remain dependent on outside capital for the foreseeable future until such time that the Company can realize its strategy of growth by generating profits through its organic growth and M&A strategy, and reduce its reliance on outside capital.

Given the inherent uncertainties associated with executing the Company’s growth strategy, as well as the uncertainty associated with the ongoing COVID-19 global pandemic and related global supply chain disruption, management can provide no assurance the Company will be able to obtain sufficient outside capital or generate sufficient cash from operations to fund the Company’s obligations as they become due over the next twelve months from the date these consolidated financial statements were issued.

In addition, as disclosed in Note 9, the Company entered into a $50.0 million asset backed credit agreement in December 2021. The credit facility contains a financial covenant that requires the Company to maintain a minimum unrestricted cash balance of (a) $12.5 million during the period from February 1st through and including May 31st of each calendar year, and (b) $15.0 million at all other times thereafter. At its election, the Company may elect to comply with an alternative financial covenant that would require the Company to maintain a minimum borrowing availability under the credit facility of $10.0 million at all times. The Company does not anticipate electing the alternative financial covenant over the next twelve months and was in compliance with the minimum liquidity covenant as of the date these consolidated financial statements were issued.

Since its inception, the Company has been able to successfully raise a substantial amount of outside capital to fund the Company’s growth strategy. However, as of December 31, 2021, the Company had no firm commitments of additional outside capital from current or prospective investors or lenders. While management believes the Company will be able to secure additional outside capital, no assurance can be provided that such capital will be obtained or on terms that are acceptable to the Company. Furthermore, given the inherent uncertainties associated with the Company’s growth strategy, the Company may be unable to remain in compliance with the financial covenants required by the credit facility agreement over the next twelve months. These uncertainties raise substantial doubt about the Company’s ability to continue as a going concern.

In order to alleviate substantial doubt, management plans to continue to closely monitor its operating forecast, pursue additional sources of outside capital, and pursue its M&A strategy. If the Company is (a) unable to improve its operating results, (b) obtain additional outside capital on terms that are acceptable to the Company to fund the Company’s operations and M&A strategy, and/or (c) secure a waiver or forbearance from the lender if the Company is unable to remain in compliance with the financial covenants required by the credit facility agreement, the Company will have to make significant changes to its operating plan, such as delay

expenditures, reduce investments in new products, delay the development of its software, reduce its sale and distribution infrastructure, or otherwise significantly reduce the scope of its business. Moreover, if the Company breaches the financial covenants required by the credit facility agreement and fails to secure a waiver or forbearance from the lender, such breach or failure could accelerate the repayment of the outstanding borrowings under the credit facility agreement or the exercise of other rights or remedies the lender may have under applicable law. Management can provide no assurance a waiver or forbearance will be granted or the outstanding borrowings under the credit facility will be successfully refinanced on terms that are acceptable to the Company.

The accompanying consolidated financial statements have been prepared on the basis that the Company will continue to operate as a going concern, which contemplates that the Company will be able to realize assets and settle liabilities and commitments in the normal course of business for the foreseeable future. Accordingly, the accompanying consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties.

COVID-19 Pandemic and Supply Chain—The full impact of the COVID-19 pandemic and Supply Chain, including the impact associated with preventive and precautionary measures that the Company, other businesses and governments are taking, continues to evolve as of the date of this report.

During 2021, the Company has been impacted by COVID-19 pandemic and related global shipping disruption. Together these have led to substantial increases in supply chain costs, in particular shipping containers, which the Company relies on to import its goods, has reduced the reliability and timely delivery of such shipping containers and has substantially increased the Company’s last mile shipping costs on its oversized goods. These cost increases have been particularly substantial to oversized goods, which is a material part of the Company’s business. The reduced reliability and delivery of such shipping containers is forcing the Company to spend more on premium shipping to ensure goods are delivered, if at all, and the lack of reliability and timely delivery has further down chain impacts as it takes longer for containers to be offloaded and returned. Further, this global shipping disruption is forcing the Company to increase its inventory on-hand including advance ordering and taking possession of inventory earlier than expected impacting its working capital.

Third party last mile shipping partners, such as UPS and FedEx, continue to increase the cost of delivering goods to the end consumers as their delivery networks continue to be impacted by the COVID-19 pandemic. The COVID-19 pandemic continues to bring uncertainty to consumer demand as price increases related to raw materials, the importing of goods, including tariffs, and the cost of delivering goods to consumers has led to inflation across the U.S. Coupled with the recent reopening of the majority of the country, the Company has noticed changes to consumer buying habits, which may have reduced demand for its products.

COVID-19 continues to bring uncertainty to consumer demand as price increases related to raw materials, the importing of goods, including tariffs, and the cost of delivering goods to consumers has led to inflation across the U.S. Coupled with continued changes in governmental restrictions and requirements, which continued to vary across the majority of the country, the Company has noticed changes to consumer buying habits, which may have reduced demand for its products.

The Company continues to consider the impact of COVID-19 and Supply Chain on the assumptions and estimates used when preparing these consolidated financial statements including inventory valuation, and the impairment of long-lived assets. These assumptions and estimates may change as the current situation evolves or new events occur, and additional information is obtained. If the economic conditions caused by COVID-19 and Supply Chain worsen beyond what is currently estimated by management, such future changes may have an adverse impact on the Company’s results of operations, financial position, and liquidity.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

Restricted Cash—As of December 31, 2020, the Company has classified the following as restricted cash: $0.1 million related to its Chinese subsidiary within “other non-current assets” on the consolidated balance sheets and $3.3 million related to a returned deposit for inventory that a manufacturer required the Company to pay into an escrow account within “prepaid and other current assets” on the consolidated balance sheets.

As of December 31, 2021, the Company has classified the following as restricted cash: $0.1 million related to its Chinese subsidiary within “other non-current assets” on the consolidated balance sheets, $2.0 million related to a letter of credit and $5.9 million for cash sweep accounts related to the Midcap Credit facility within “prepaid and other current assets” on the consolidated balance sheets.

Accounts Receivable—Accounts receivable are stated at historical cost less allowance for doubtful accounts. On a periodic basis, management evaluates its accounts receivable and determines whether to provide an allowance or if any accounts should be written off based on a past history of write-offs, collections and current credit conditions. A receivable is considered past due if the Company has not received payments based on agreed-upon terms. The Company generally does not require any security or collateral to support its receivables. The Company performs on-going evaluations of its customers and maintains an allowance for bad and doubtful receivables. On December 31, 2020 and 2021, the Company had no allowance for doubtful accounts.

Concentration of Credit Risk—Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company maintains cash and restricted cash with various domestic and foreign financial institutions of high credit quality. The Company performs periodic evaluations of the relative credit standing of all of the aforementioned institutions.

The Company’s accounts receivables are derived from sales contracts with a large number of customers. The Company maintains reserves for potential credit losses on customer accounts when deemed necessary. Significant customers are those which represent more than 10% of the Company’s total net revenue or gross accounts receivable balance at the balance sheet date. During the years-ended December 31, 2020 and 2021, the Company had no one customer that accounted for 10% or more of total net revenue. In addition, as of December 31, 2020 and 2021, the Company has no one customer that accounted for 10% or more of gross accounts receivable. As of December 31, 2020 and 2021, approximately 68% and 42%, respectively, of its accounts receivable is held by the Company’s sales platform vendor, Amazon, which collects money on the Company’s behalf from its customers.

The Company’s business is reliant on one key vendor which currently provides the Company with its sales platform, logistics and fulfillment operations, including certain warehousing for the Company’s net goods, and invoicing and collection of its revenue from the Company’s end customers. In 2020, approximately 88% of the Company’s revenue was through or with the Amazon sales platform and in 2021, 93% of its net revenue was through or with the Amazon sales platform.

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

The estimated useful lives for significant property and equipment categories are as follows:

Computer equipment and software		3 years
Furniture, fixtures, and equipment		3-5 years
Leasehold improvements and capital leases		Shorter of remaining lease term or estimated useful life

Income Taxes—The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to operating loss carry-forwards and temporary differences between financial statement bases of existing assets and liabilities and their respective income tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in the income tax rates on deferred tax asset and liability balances is recognized in income in the period that includes the enactment date of such rate change. A valuation allowance is recorded for loss carry-forwards and other deferred tax assets when it is determined that it is more likely than not that such loss carry-forwards and deferred tax assets will not be realized. The Company recognizes the tax benefits on any uncertain tax positions taken or expected to be taken in the consolidated financial statements when it is more likely than not the position will be realized upon ultimate settlement with the tax

authority assuming full knowledge of the position and relevant facts. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes estimated interest and penalties related to uncertain tax positions as a part of the provision for income taxes.

Revenue Recognition—The Company accounts for revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). The Company adopted ASC Topic 606 as of January 1, 2017 using the full retrospective method. The standard did not affect the Company’s consolidated net loss, financial position, or cash flows. There were no changes to the timing of revenue recognition as a result of the adoption.

The Company derives its revenue from the sale of consumer products. The Company sells its products directly to consumers through online retail channels and through wholesale channels.

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

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

Revenue from consumer product sales is recorded at the net sales price (transaction price), which includes an estimate of future returns based on historical return rates. There is judgment in utilizing historical trends for estimating future returns. The Company’s refund liability for sales returns was $0.5 million and $0.6 million at December 31, 2020 and 2021, respectively, which is included in accrued liabilities and represents the expected value of the refund that will be due to its customers.

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

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

For consumer product sales, the Company has elected to treat shipping and handling as fulfillment activities, and not a separate performance obligation. Accordingly, the Company recognizes revenue for its single performance obligation related to product sales at the time control of the merchandise passes to the customer, which is generally at the time of shipment. The Company bills customers for charges for shipping and handling on certain sales and such charges are recorded as part of net revenue. Shipping and handling revenue for each of the years-ended December 31, 2020 and 2021 were de minimis.

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

All of the Company’s direct and wholesale revenue for the years-ended December 31, 2020 and 2021 are recognized at a point in time.

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

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

	Year-Ended December 31, 2019
	(in thousands)
	Direct		Wholesale		Managed Platform as a Service (“PaaS”)		Total
North America	$	111,168	$	1,408	$	1,685	$	114,261
Other		190		—		—		190
Total net revenue	$	111,358	$	1,408	$	1,685	$	114,451

	Year-Ended December 31, 2020
	(in thousands)
	Direct		Wholesale		Managed PaaS		Total
North America	$	164,162	$	20,150	$	1,336	$	185,648
Other		56		—		—		56
Total net revenue	$	164,218	$	20,150	$	1,336	$	185,704

	Year-Ended December 31, 2021
	(in thousands)
	Direct		Wholesale		Managed PaaS		Total
North America	$	232,067	$	11,528	$	422	$	244,017
Other		3,750		—		—	$	3,750
Total net revenue	$	235,817	$	11,528	$	422	$	247,767

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

	Year-Ended December 31,
	2019		2020		2021
	(in thousands)
Heating, cooling and air quality	$	58,025	$	78,424	$	73,685
Kitchen appliances		26,917		29,711		43,180
Health and beauty		14,948		26,070		15,579
Personal protective equipment		—		15,488		6,073
Cookware, kitchen tools and gadgets		6,898		14,868		22,933
Home office		172		7,669		12,352
Housewares		3,206		3,277		33,951
Essential oils and related accessories		—		—		27,444
Other		2,600		8,861		12,148
Total net product revenue		112,766		184,368		247,345
Managed PaaS		1,685		1,336		422
Total net revenue	$	114,451	$	185,704	$	247,767

Fair Value of Financial Instruments—The Company’s financial instruments, including net accounts receivable, accounts payable, and accrued and other current liabilities are carried at historical cost. At December 31, 2021, the carrying amounts of these instruments approximated their fair values because of their short-term nature. The Company’s credit facility is carried at amortized cost at December 31, 2020 and December 31, 2021 and the carrying amount approximates fair value as the stated interest rate approximates market rates currently available to the Company. The Company considers the inputs utilized to determine the fair value of the borrowings to be Level 2 inputs.

underlying stock. The significant unobservable input used in the fair value measurement of the warrant liabilities is the estimated term of the warrants. Generally, increases (decreases) in the fair value of the underlying stock and estimated term result in a directionally similar impact to the periodic fair value measurement of the outstanding warrant liability, and are recorded within the Change in fair market value of warrant line item on the statement of operations.

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

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

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

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

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

Goodwill— The Company operates under one business component which is the same as its reporting unit based on the guidance in ASC Topic 350-20.

The Company engaged a third-party valuation specialist to assist management in performing its annual goodwill impairment test in December 2021. For goodwill, impairment testing is based upon the best information available using a combination of the discounted cash flow method (a form of the income approach), the guideline public company method, and guideline transaction method (both market approaches).

Under the income approach, or discounted cash flow method, the significant assumptions used are projected net revenue, projected contribution margin (product operating margin before fixed costs), fixed costs, terminal growth rates and the cost of capital. Projected net revenue, projected contribution margin and terminal growth rates were determined to be significant assumptions because they are the three primary drivers of the projected cash flows in the discounted cash flow fair value model. Cost of capital is another significant assumption as the discount rate is used to calculate the current fair value of those projected cash flows. Under the guideline public company method and guideline transaction method, significant assumptions relate to the selection of appropriate guideline companies and transactions and the valuation multiples used in the market analysis.

The Company believes that the assumptions and estimates made are reasonable and appropriate, and changes in the assumptions and estimates could have a material impact on its reported financial results. In addition, sustained declines in the Company’s stock price and related market capitalization could impact key assumptions in the overall estimated fair values of its reporting unit and could result in non-cash impairment charges that could be material to the Company's consolidated balance sheet or results of operations. The company began to experience improvement in its operating margins and additional improvement in its products performance before the inclusion of fixed costs. These improvements, coupled with the Company’s acquisitions, supported the Company’s conclusion that it would generate significant improvements in its operating results.

Since December 31, 2020, the Company has had an additional increase in the amount of goodwill through acquisitions made in 2021. Although the Company has experienced volatility in its share price and short-term forecasts, impacting its going concern analysis due to lender covenant risks, the Company believes it has had no triggering events as its overall long-term forecasts remain materially the same as of December 31, 2021. However, if the Company continues to experience downward share price volatility or there are material reductions in long-term forecasts the excess fair-value over its carrying value could be reduced significantly and could lead to a triggering event and ultimately to a goodwill impairment charge. The Company performed a full step one impairment test at December 31, 2021 and concluded no impairment and that its estimated fair-values exceeded its carrying values by 21% as of the year-ended December 31, 2021.

The Company will continue to closely monitor actual results versus expectations as well as whether and to what extent any significant changes in current events or conditions, including changes to the impacts of COVID-19 on its business, result in corresponding changes to its expectations about future estimated cash flows, discount rates and market multiples. If the Company’s adjusted expectations of the operating results do not materialize, if the discount rate increases (based on increases in interest rates, market rates of return or market volatility) or if market multiples decline, we may be required to record goodwill impairment charges, which may be material.

While the Company believes our conclusions regarding the estimates of fair value of its reporting unit is appropriate, these estimates are subject to uncertainty and by nature include judgments and estimates regarding various factors. These factors include the rate and extent of growth in the markets that our reporting units serve, the realization of future sales price and volume increases, fluctuations in exchange rates, fluctuations in price and availability of key raw materials, future operating efficiencies and, as it pertains to discount rates, the volatility in interest rates and costs of equity.

Intangible assets—Intangible assets with finite lives are amortized over their estimated useful life on a straight-line basis. The Company monitors conditions related to these assets to determine whether events and circumstances warrant a revision to the remaining amortization. The Company tests these assets for potential impairment whenever its management concludes events or changes in circumstances indicate that the carrying amount may not be recoverable. The original estimate of an asset’s useful life and the impact of an event or circumstance on either an asset’s useful life or carrying value involve significant judgment regarding estimates of the future cash flows associated with each asset.

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

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

Inventory and Cost of Goods Sold—The Company’s inventory consists almost entirely of finished goods. The Company currently records inventory on its balance sheet on a first-in first-out basis, or net realizable value, if it is below the Company’s recorded cost. The Company’s costs include the amounts it pays manufacturers for product, tariffs and duties associated with transporting product across national borders, and freight costs associated with transporting the product from its manufacturers to its warehouses, as applicable.

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

Sales and Distribution—Sales and distribution expenses consist of online advertising costs, marketing and promotional costs, sales and e-commerce platform commissions, fulfillment, including shipping and handling, and warehouse costs (i.e. sales and distribution variable expenses). Further, sales and distribution expenses also include employee compensation and benefits and other related fixed costs. Costs associated with the Company’s advertising and sales promotion are expensed as incurred and are included in sales and

distribution expenses. For the years-ended December 31, 2019, 2020 and 2021, the Company recognized $4.8 million, $6.3 million and $9.0 million, respectively, for advertising costs, which consists primarily of online advertising expense. Shipping and handling expense is included in the Company’s consolidated statements of operations within sales and distribution expenses. This includes pick and pack costs and outbound transportation costs to ship goods to customers performed by e-commerce platforms or incurred directly by the Company’s own fulfillment operations. The Company’s expense for shipping and handling was $17.2 million, $20.4 million and $43.4 million during fiscal years 2019, 2020 and 2021, respectively.

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

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

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

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

These assumptions are estimated as follows:

•

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

•

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

•

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

•

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

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

Foreign Currency—The functional currency of the Company’s foreign subsidiaries is the local currency. All assets and liabilities of foreign subsidiaries are translated at the current exchange rate as of the end of the period, and revenues and expenses are translated at the average exchange rates in effect during the period. The gain or loss resulting from the process of translating foreign currency financial statements into U.S. dollars is reflected as a foreign currency cumulative translation adjustment and reported as a component of accumulated other comprehensive income loss. Foreign currency transaction gains and losses resulting from or expected to result from transactions denominated in a currency other than the functional currency are recognized in other expense, net in the consolidated statements of operations. The Company recorded net loss from foreign currency transactions of less than $0.1 million for each of the years-ended December 31, 2019, 2020 and 2021.

stockholders is the same as basic net loss per share attributable to stockholders, because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

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

Recent Accounting Pronouncements

The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) permits an emerging growth company to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. The Company has elected to use this extended transition period until it is no longer an emerging growth company or until it affirmatively and irrevocably opts out of the extended transition period. As a result, the Company’s financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Adopted Accounting Standards

In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). This ASU requires lessees to record most leases on their balance sheets but recognize the expenses on their income statements in a manner similar to current practice. ASU 2016-02 states that a lessee would recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. In July 2019, the FASB delayed the effective date for this ASU for private companies (including emerging growth companies) and it will be effective for annual reporting periods beginning after December 15, 2021, with early adoption permitted. The new guidance was adopted on January 1, 2022 with no material impact on the Company’s consolidated financial statements. The Company adopted this standard by electing the package of practical expedients without hindsight, which permits the Company to not reassess (1) whether any expired or existing contracts are or contain leases, (2) lease classification for any expired or existing leases, and (3) any initial direct costs for any existing leases as of the adoption date. The Company has several corporate office leases which are classified as operating leases, for which the Company is required to record a right-of-use asset and a lease liability equal to the present value of the remaining minimum lease payments and will continue to recognize expenses on a straight-line basis for these leases. On January 1, 2022, the Company recorded an aggregate of approximately $0.7 million of right-of-use assets and corresponding $0.7 million of lease liabilities upon adoption of this standard. Right-of-use assets and corresponding lease liabilities are included in the prepaid and other assets and accrued and other liabilities line item respectively on the consolidated balance sheets.

In August 2018, the FASB issued ASU No. 2018-15, “Customer’s Accounting for Implementation Cost Incurred in a Cloud Computing Arrangement That Is a Service Contract” (“ASU 2018-15”). Under the new guidance, customers apply the same criteria for capitalizing implementation costs as they would for an arrangement that has a software license. This will result in certain implementation costs being capitalized; the associated amortization charge will, however, be recorded as an operating expense. Under the previous guidance, costs incurred when implementing a cloud computing arrangement deemed to be a service contract were recorded as an operating expense when incurred. ASU 2018-15 will be effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The new guidance was adopted on January 1, 2022 with no material impact on the Company’s consolidated financial statements.

In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Topic 470) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Topic 814): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”). ASU 2020-06 eliminates the number of accounting models used to account for convertible debt instruments and convertible preferred stock. The update also amends the disclosure requirements for convertible instruments and EPS in an effort to increase financial reporting transparency. ASU 2020-06 will be effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The new guidance was adopted on January 1, 2022 with no material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements

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

In December 2019, the FASB issued ASU 2019-12, Income Taxes. This ASU provides for certain updates to reduce complexity in accounting for income taxes, including the utilization of the incremental approach for intra-period tax allocation, among others. This standard is effective for fiscal years beginning after December 15, 2021, and for interim periods beginning after December 15, 2022 with early adoption permitted. While the Company has not completed its evaluation of the impact of adoption of this standard, the Company does not expect it to have a material impact on its condensed consolidated financial statements.

Inventory

12 Months Ended

Dec. 31, 2021

Inventory Disclosure [Abstract]

Inventory

INVENTORY

Inventory consisted of the following as of December 31, 2020 and 2021 (in thousands):

	December 31, 2020		December 31, 2021
Inventory on-hand	$	22,753	$	48,079
Inventory in-transit		8,829		14,966
Inventory	$	31,582	$	63,045

The Company’s Inventory on-hand is held either with Amazon, Walmart or the Company’s other third-party warehouses. The Company does not have any contractual right of returns with its contract manufacturers. The Company’s Inventory on-hand held by Amazon was approximately $5.3 million and $8.4 million as of December 31, 2020 and December 31, 2021, respectively.

Accounts Receivable

12 Months Ended

Dec. 31, 2021

Accounts Receivable Net Current [Abstract]

Accounts Receivable

4.	ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following as of December 31, 2020 and 2021 (in thousands):

	December 31, 2020		December 31, 2021
Trade accounts receivable	$	5,747	$	10,478
Allowance for doubtful accounts		—		—
Accounts receivable—net	$	5,747	$	10,478

Property and Equipment

12 Months Ended

Dec. 31, 2021

Property Plant And Equipment [Abstract]

Property and Equipment

5.	PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of December 31, 2020 and 2021 (in thousands):

	December 31, 2020			December 31, 2021
Computer equipment and software	$	613		$	943
Furniture, fixtures and equipment		91			91
Leasehold improvements		56			56
Building		—			723
Subtotal		760			1,813
Less: accumulated depreciation and amortization		(591	)		(559	)
Property and equipment—net	$	169		$	1,254

Depreciation expense for property and equipment totaled $0.2 million, $0.3 million and $0.2 million during the years-ended December 31, 2019, 2020 and 2021, respectively.

Fair Value Measurements

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

6.	FAIR VALUE MEASUREMENTS

The Company’s financial instruments consist of Level 1 assets at December 31, 2020 and 2021. The Company’s cash and restricted cash was $30.1 million and $38.3 million at December 31, 2020 and 2021, respectively, and included savings deposits and overnight investments.

The Company’s credit facility and term loans are carried at amortized cost at December 31, 2020 and December 31, 2021 and the carrying amount approximates fair value as the stated interest rate approximates market rates currently available to the Company.

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

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following table summarizes the fair value of the Company’s financial assets that are measured at fair value for the years-ended December 31, 2020 and 2021 (in thousands):

	December 31, 2020
	Fair Value Measurement Category
	Level 1		Level 2		Level 3

Assets:
Cash and cash equivalents	$	26,718	$	—	$	—
Restricted Cash		3,379		—		—
Liabilities:
Estimated fair value of contingent earn-out considerations		—		—		22,531
Fair market value of warrant liability		—		—		31,821

	December 31, 2021
	Fair Value Measurement Category
	Level 1		Level 2		Level 3

Assets:
Cash and cash equivalents	$	30,317	$	—	$	—
Restricted cash		7,998		—		—
Liabilities:
Estimated fair value of contingent earn-out considerations		—		—		9,223
Fair market value of warrant liability		—		—		—

A summary of the activity of the Level 3 liabilities carried at fair value on a recurring basis for the years-ended December 31, 2020 and 2021 are as follows (in thousands):

Balance at December 31, 2020	$	31,821
Modification of warrant liability to equity classification		(58,276	)
Change in fair value of warrant liability		26,455
Balance at December 31, 2021	$	—

Balance at December 31, 2020	$	22,531
Fair value at issuance of contingent earn-out liability		20,971
Change in fair value of contingent earn-out liability		(30,529	)
Payment of contingent earn-out liability		(3,750	)
Balance at December 31, 2021	$	9,223

The fair value of the outstanding warrants were measured using the Monte Carlo Simulation model. Due to the complexity of the warrants issued, the Company uses an outside expert to assist in providing the mark to market fair valuation of the liabilities over the reporting periods in which the original agreement was in effect. Inputs used to determine estimated fair value of the warrant liabilities include the fair value of the underlying stock at the valuation date, the term of the warrants, and the expected volatility of the underlying stock. The significant unobservable input used in the fair value measurement of the warrant liabilities is the estimated term of the warrants. Generally, increases (decreases) in the fair value of the underlying stock and estimated term result in a directionally similar impact to the periodic fair value measurement of the outstanding warrant liability, and are recorded within the Change in fair market value of warrant line item on the statement of operations.

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

- Definition

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

+ References + Details

Prepaid and Other Current Assets

12 Months Ended

Dec. 31, 2021

Prepaid Expense And Other Assets Current [Abstract]

Prepaid And Other Current Assets

7.	PREPAID AND OTHER CURRENT ASSETS

Prepaid and other current assets consisted of the following as of December 31, 2020 and 2021 (in thousands):

	December 31, 2020		December 31, 2021
Prepaid inventory	$	4,361	$	4,137
Restricted cash		3,250		7,998
Prepaid insurance		1,504		2,440
Consulting fees		738		2,263
Amazon global logistics		—		2,865
Other		1,258		1,331
Prepaid and other current assets	$	11,111	$	21,034

Accrued and Other Current Liabilities

12 Months Ended

Dec. 31, 2021

Accrued Liabilities And Other Liabilities [Abstract]

Accrued and Other Current Liabilities

8.ACCRUED AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following as of December 31, 2020 and 2021 (in thousands):

	December 31, 2020		December 31, 2021
Accrued compensation costs	$	293	$	162
Accrued professional fees and consultants		483		331
Accrued logistics costs		1,068		578
Product related accruals		3,221		2,984
Sales tax payable		457		678
Sales return reserve		547		590
Accrued fulfillment expense		381		744
Accrued insurance		952		967
Federal payroll taxes payable		330		4,449
Accrued interest payable		137		338
All other accruals		471		5,800
Accrued and other current liabilities	$	8,340	$	17,621

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

Credit Facility and Term Loans

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Credit Facility and Term Loans

9.	CREDIT FACILITY AND TERM LOANS

MidCap Credit Facility and Term Loan – November 2018 Note

On November 23, 2018, the Company entered into the three-year $25.0 million revolving credit facility (the “Credit Facility”) with MidCap Funding IV Trust (“MidCap”) as agent and lenders party thereto. The Credit Facility could be increased, subject to certain conditions, to $50.0 million. Loans under the Credit Facility were determined based on percentages of the Company’s eligible accounts receivable and eligible inventory. The Credit Facility bore interest at a rate of the London Interbank Offered Rate (“LIBOR”) plus 5.75% for outstanding borrowings. The Company was required to pay a facility availability fee of 0.5% on the average unused portion of the Credit Facility. On December 1, 2020, the Company, certain of the Company’s subsidiaries and MidCap entered into an amendment to the Credit Facility, (i) providing for a $30.0 million revolving credit facility, which could be increased, subject to certain conditions, to $50.0 million, (ii) permitting the incurrence of certain debt under certain conditions and restrictions, including the senior secured note with an aggregate principal amount of $43.0 million issued on December 1, 2020 (as amended, the “December 2020 Note”), (iii) permitting certain payments to High Trail SA as required under the December 2020 Note, and (iv) permitting the acquisition of the assets of an e-commerce business under the brands Mueller, Pursteam, Pohl and Schmitt, and Spiralizer (the “Smash Assets”). Further, the Credit Facility was extended to November 23, 2022. The Credit Facility contained a minimum liquidity financial covenant that required the Company to maintain a minimum of $6.5 million in cash on hand or availability in the Credit Facility. The Company was in compliance with the financial covenants contained within the Credit Facility as of December 31, 2020. As of December 31, 2020, there was $12.9 million outstanding on the Credit Facility and an available balance of approximately $1.4 million and as of December 31, 2021, there was no outstanding balance on the Credit Facility. On April 8, 2021, the Company paid off all obligations owing under, and terminated, the Credit Facility. The Company recorded $1.5 million of extinguishment of debt for the year-ended December 31, 2021, which has been classified within loss on extinguishment of debt on the condensed consolidated statements of operations. Pursuant to the Credit Facility, upon the payment of the amounts outstanding under the Credit Facility, the Company paid a prepayment fee and a payoff letter preparation fee in an aggregate amount equal to 4.3% of the then outstanding principal balance of the Credit Facility. The Company recorded interest expense from the Credit Facility of approximately $1.9 million and $0.4 million for the years-ended December 31, 2020 and 2021, respectively, which included $0.7 million and $0.1 million, respectively, relating to debt issuance costs.

Horizon Term Loan – December 2018 Note

On December 31, 2018, the Company entered into a term loan agreement (the “Horizon Loan Agreement”) with Horizon Technology Finance Corporation (“Horizon”). As part of the Horizon Loan Agreement, the Company obtained a four-year $15.0 million term loan (the “Horizon Term Loan”). The Horizon Term Loan bore interest at 9.90% plus the amount by which one-month LIBOR exceeded 2.50% for outstanding borrowings, and payments on principal were made on a monthly basis. The maturity date of the Horizon Term Loan was January 2023.

On December 1, 2020, the Company paid off all remaining obligations under the Horizon Term Loan for $15.0 million and terminated the Horizon Term Loan. The Company recorded interest expense from the Horizon Term Loan of $1.4 million and $0.0 million for the years-ended December 31, 2020 and 2021, respectively, which included $0.6 million and $0.0 million, respectively, relating to debt issuance costs.

High Trail Loan - December 2020 Note

On December 1, 2020, the Company refinanced the Horizon Term Loan through the issuance of the December 2020 Note to High Trail SA. The Company received gross proceeds of $38.0 million in exchange for the December 2020 Note with an aggregate principal amount of $43.0 million. The December 2020 Note was to be repaid over 24 equal monthly cash payments of $1.8 million.

The December 2020 Note consisted of the following as of December 31, 2020:

	December 31, 2020
	(in thousands)
December 2020 Note	$	43,000
Less: deferred debt issuance costs		(2,207	)
Less: discount associated with issuance of warrants		(9,839	)
Less: discount associated with original issuance of loan		(4,692	)
High Trail warrant		31,821
Total December 2020 Note		58,083
Less-current portion		(21,600	)
Term loan-non current portion	$	36,483

The December 2020 Note contained a minimum liquidity financial covenant that required the Company to maintain a minimum of $10.0 million in unrestricted cash on hand. Additionally, as of the last day of each applicable fiscal quarter, the Company was required to maintain Adjusted EBITDA amounts for the 12-month period ending on such day, as defined in the December 2020 Note. The Company was in compliance with the December 2020 Note’s financial covenants as of December 31, 2020.

The December 2020 Note was extinguished on April 8, 2021 in exchange for an April 2021 Note (see the discussion under the heading High Trail April 2021 Note of this Note 9 below).

High Trail - February 2021 Note

On February 2, 2021, the Company entered into a second, separate transaction with High Trail, where it issued to High Trail ON a 0% coupon senior secured promissory note in an aggregate principal amount of $16.5 million (as amended, the “February 2021 Note”) that was to mature on February 1, 2023.

High Trail - April 2021 Note

On April 8, 2021, the Company refinanced all its existing debt with High Trail and Midcap. As such, the Company entered into a new securities purchase and exchange agreement (the “Securities Purchase Agreement”) with High Trail SA and High Trail ON, pursuant to which, among other things, the Company issued and sold to High Trail, in a private placement transaction (the “Private Placement”), (i) senior secured promissory notes in an aggregate principal amount of $110.0 million (the “April 2021 Notes”) that accrued interest at a rate of 8% per annum and were to mature on April 8, 2024, and (ii) warrants (the “Warrants” and each, a “Warrant”) to purchase up to an aggregate of 2,259,166 shares of the Company’s common stock in exchange for: (a) a cash payment by High Trail to the Company of $57.7 million, (b) the cancellation of the December 2020 Note, and (c) the cancellation of the February 2021 Note.

The Company used $14.8 million of the net proceeds from the Private Placement to repay all amounts owed under the Credit Facility on April 8, 2021.

Pursuant to ASC 470, Debt, the Company concluded the High Trail April 2021 Note transaction resulted in the extinguishment of the two prior High Trail December 2020 and February 2021 term loans in the amount of $28.2 million of extinguishment of which has been classified within loss on extinguishment of debt on the condensed consolidated statements of operations.

The Company breached its Adjusted EBITDA covenant with its lender, High Trail, and in August 2021, the Company secured a waiver from its lender with the partial repayment of the loan. See the High Trail Letter Agreements and Omnibus Amendment section for additional information.

The April Letter Agreement

On April 8, 2021, the Company entered into a Letter Agreement (the “April Letter Agreement”) with High Trail SA and High Trail ON, pursuant to which, among other things, (i) the Company and High Trail SA agreed to amend the terms of the Letter Agreement to provide that the Company would prepare and file by June 30, 2021 a registration statement (the “Resale Registration Statement”) with the Securities and Exchange Commission for the purposes of registering for resale the December Warrant Shares, the Penny Warrant Shares and the Restricted Shares (as defined below), (ii) the Company issued 130,000 shares of its common stock to High Trail SA

(the “Restricted Shares”), and (iii) High Trail SA and High Trail ON agreed to waive any Default or Event of Default (as such terms are defined in the December 2020 Note or the February 2021 Note) caused by the Company’s failure to file the Resale Registration Statement by March 26, 2021.

On April 8, 2021, the Company entered into (i) an amendment (the “SPA Amendment”) to that certain Securities Purchase Agreement, dated as of November 30, 2020, by and between the Company and High Trail SA (the “December 2020 SPA”), and to that certain Securities Purchase Agreement, dated as of February 2, 2021, by and between the Company and High Trail ON (the “February 2021 SPA”), (ii) an amendment to the February Warrant (the “February Warrant Amendment”), (iii) an amendment to the Penny Warrant (the “Penny Warrant Amendment”), and (iv) an amendment to the Additional Warrant (the “Additional Warrant Amendment” and, together with the February Warrant Amendment and the Penny Warrant Amendment, the “Warrant Amendments”). The SPA Amendment amended the December 2020 SPA and the February 2021 SPA to, among other things, allow for the issuance of the April 2021 Notes and to waive certain rights of High Trail under the December 2020 SPA and the February 2021 SPA. The Warrant Amendments amended the February Warrant, the Penny Warrant and the Additional Warrant to amend the definition of “Black Scholes Value” in each warrant to provide that the expected volatility used in the Black Scholes Value shall equal 100% instead of the greater of 100% and the 100-day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365-day annualization factor) as of the trading day immediately following the public announcement of a Change of Control (as defined in each of the warrants), or, if the Change of Control is not publicly announced, the date the Change of Control is consummated.

The Warrant Amendments to the February Warrant, the Penny Warrant and the Additional Warrant resulted in an $80.0 million reclassification from a liability to a component of equity and resulted in a $21.3 million reclassification from a component of equity to a liability as of December 31, 2021.

The Restricted Shares were expensed as part of extinguishment loss, valued based on the fair market value on April 8, 2021 for $4.1 million, with the offset impacting stockholders’ equity.

High Trail Letter Agreements and Omnibus Amendment

On August 9, 2021, pursuant to those certain Letter Agreements entered into between the Company and High Trail with respect to each of the April 2021 Notes (collectively, the “August Letter Agreements”), High Trail notified the Company that High Trail declared an event of default under the April 2021 Notes as a result of the Company’s Adjusted EBITDA (as defined in the April 2021 Notes) not being equal to at least $12 million for the 12 month period ended June 30, 2021 and further notified the Company that High Trail immediately accelerated a total of $18.7 million of the principal amount of the April 2021 Notes, requiring the Company to immediately pay $21.5 million (such amount equal to 115% of the principal amount that was accelerated, as required under the terms of the April 2021 Notes, plus $0.3 million of accrued but unpaid interest on the principal amount that was accelerated) (the “Current Event of Default Acceleration Amount”).

Pursuant to the August Letter Agreements, the Company agreed, among other things, to pay the Current Event of Default Acceleration Amount in cash by August 9, 2021 and that any portion not paid in cash would be paid in shares of the Company’s common stock under the terms of the April 2021 Notes, with the number of shares issuable equal to the unpaid Current Event of Default Acceleration Amount divided by 80% of the lesser of (i) the Daily VWAP (as defined in the April 2021 Notes) on August 9, 2021 and (ii) the average of the lowest two (2) Daily VWAPs during the ten (10) day VWAP trading period ending on August 9, 2021.

Pursuant to the August Letter Agreements, High Trail waived the events of default relating to the Company’s failure to satisfy the Adjusted EBITDA covenant under the April 2021 Notes, effective upon the payment in cash of $10.1 million of the Current Event of Default Acceleration Amount and the issuance of the shares of the Company’s common stock for the remaining $11.7 million of the Current Event of Default Acceleration Amount. The Company paid High Trail an aggregate of $10.1 million in cash on August 9, 2021 and in accordance with the April 2021 Notes and the August Letter Agreements, paid the remaining $11.7 million of the Current Event of Default Acceleration Amount by issuing to High Trail an aggregate of 2,841,251 shares of common stock (with the shares issued at a price of $4.1007 per share, which was, in accordance with the April 2021 Notes, equal to 80% of the Daily VWAP on August 9, 2021.

In connection with the August Letter Agreements, on August 9, 2021, the Company also entered into an Omnibus Amendment to Senior Secured Notes Due 2024 and Warrants to Purchase Common Stock with High Trail (the “Omnibus Amendment”), whereby: (i) the Company agreed to increase the minimum cash threshold covenant in the April 2021 Notes from $15.0 million to $30.0 million through October 31, 2021; (ii) the Company agreed to add a liquidity covenant to the April 2021 Notes whereby it must have liquidity, on each day through October 31, 2021, calculated as (A) inventory, net, plus (B) accounts receivable, net (each determined in accordance with GAAP) in an aggregate minimum amount equal to $65.0 million less (C) any amount of cash and cash equivalents in excess of $30 million; (iii) the definition of “Permitted Investment” in the April 2021 Notes was modified such that the consent of High Trail is now required for certain merger and acquisition activity; (iv) the Company agreed that the exercise prices of the following warrants to purchase shares of the Company’s common stock previously issued to High Trail will be modified to be equal to

the lesser of: (X) the closing price of the Company’s common stock on August 9, 2021 or (Y) the VWAP of the Company’s common stock on August 9, 2021: (1) the February Warrant; (2) the Additional Warrant; and (3) the Warrants (collectively, the “High Trail Warrants”); (v) High Trail agreed that it would not exercise the High Trail Warrants prior to October 17, 2021 (the day that was 60 days after the registration statement registering for resale the 2,666,667 shares of common stock the Company issued on June 15, 2021 was declared effective); and (vi) if, at any time on or after January 7, 2022, High Trail is unable to exercise the High Trail Warrants due to the agreement described in clause (v), the Company agreed to pay High Trail, as liquidated damages, a cash payment that will be equal to (a) the weighted average price of the Company’s common stock on the date High Trail seeks to exercise any of the High Trail Warrants, minus the then-current exercise price of the High Trail Warrants, multiplied by (b) the number of shares subject to the High Trail Warrants that it then desires to exercise.

High Trail Debt Repayment

On September 22, 2021, the Company entered into letter agreements (the “September Letter Agreements”) with High Trail with respect to the April 2021 Notes. Pursuant to the September Letter Agreements, (i) High Trail notified the Company that High Trail declared events of default under the April 2021 Notes and further notified the Company that High Trail accelerated an aggregate of $66.3 million of the principal amount of the April 2021 Notes, requiring the Company to pay $76.9 million (such amount equal to 115% of the principal amount that was accelerated, as required under the terms of the April 2021Notes, plus $0.3 million of accrued but unpaid interest on the principal amount that was accelerated) (collectively, the “Acceleration Amount”), (ii) High Trail agreed, contingent and effective upon the repayment of the Acceleration Amount in shares of the Company’s common stock in accordance with the April 2021 Notes and the September Letter Agreements and the satisfaction of all of the Company’s other obligations under the September Letter Agreements and the Second Omnibus Amendment (as defined below), to waive the events of default, (iii) the Company agreed that until November 1, 2021, the Company will not, subject to certain exceptions, issue, offer, sell or otherwise dispose of any equity security, equity-linked security or related security, and (iv) the Company agreed that, as a result of the occurrence of the events of default, it no longer has the right to require High Trail to exercise the High Trail Warrants if the price of the Company’s common stock exceeds 200% of the exercise price of the High Trail Warrants for 20 consecutive trading days and certain other conditions were satisfied.

Under the terms of the April 2021 Notes, High Trail had the right, by delivering a notice to the Company (each, a “Stock Payment Notice”) to require the Company to satisfy its obligation to repay all or any portion of the Acceleration Amount in shares of the Company’s common stock, with the number of shares issuable determined by dividing the portion of the Acceleration Amount that High Trail requests, pursuant to a Stock Payment Notice, to be repaid in shares of the Company’s common stock, by 80% of the lesser of (A) the Daily VWAP (as defined in the April 2021 Notes) on the date of delivery of the Stock Payment Notice, and (B) the average of the lowest two Daily VWAPs during the ten (10) day VWAP trading period ending on the date of delivery of the Stock Payment Notice. Pursuant to the September Letter Agreements, High Trail agreed to deliver Stock Payment Notices as soon as it is practicable to do so without High Trail and its affiliates collectively beneficially owning in the aggregate in excess of 9.99% of the Company’s outstanding common stock.

In connection with the September Letter Agreements, on September 22, 2021, the Company also entered into a Second Omnibus Amendment to Senior Secured Notes Due 2024 and Warrants to Purchase Common Stock with High Trail (the “Second Omnibus Amendment”), whereby: (i) the maturity date of the April 2021 Notes was changed from April 8, 2024 to April 1, 2023; (ii) the definition of “Permitted Investment” in the April 2021 Notes was modified to include an exception for certain acquisitions of all or substantially all of the assets of another person or a majority of the equity interests of another person; (iii) the definition of “Target Adjusted EBITDA” was modified to reflect certain updated projections of the Company; (iv) the liquidity requirements as set forth in the Omnibus Amendment were removed; (v) the minimum cash threshold covenant was changed from $30.0 million to $15.0 million; (vi) the definition of “Adjusted EBITDA” in the April 2021 Notes was modified to be equal to not less than the Target Adjusted EBITDA for the three-month period ending on the last day of each applicable fiscal quarter instead of the 12-month period ending on such day; and (vii) the exercise prices of the High Trail Warrants were modified to be equal to $0.01. High Trail reserved the right to void the term of the Second Omnibus Amendment in full or in part in the event that the Company breaches any of the terms of the September Letter Agreements or otherwise fails to timely deliver shares of stock of the Company to High Trail as required thereunder.

In accordance with the April 2021 Notes and the September Letter Agreements, effective September 22, 2021, the Company issued to High Trail an aggregate of 3,474,814 shares of its common stock, and effective September 23, 2021, the Company issued to High Trail an aggregate of 5,838,096 shares of its common stock, satisfying its obligation to repay the Acceleration Amount in full.

Pursuant to ASC 470, Debt, the Company concluded that as a result of the High Trail Letter Agreements and Omnibus Amendment and the High Trail Debt Repayment, the April 2021 Notes were extinguished on September 22, 2021 in exchange for the Notes due April 2023 of $25.0 million.

The Company paid off the remaining $25.0 million High Trail Term Loan as of December 31, 2021 (see the discussion under the heading MidCap Credit Facility December 2021 of this Note 9 below). Pursuant to ASC 470, Debt, the Company concluded the High

Trail Term Loan transaction resulted in the extinguishment of the High Trail Term Loan in the amount of $2.5 million of extinguishment of which has been classified within loss on extinguishment of debt on the consolidated statements of operations.

For the year-ended December 31, 2021, the Company has recorded a total of $138.9 million of debt extinguishment loss which includes the $107.0 million from the High Trail Letter Agreements and Omnibus Amendment and the High Trail Debt Repayment, $28.2 million from the High Trail December 2020 and February 2021 term loans as part of the issuance of the April 2021 Notes, of $2.5 million of extinguishment from the remaining $25.0 million of High Trail Term Loan and $1.5 million from the repayment of the Credit Facility.

MidCap Credit Facility – December 2021

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

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

The obligations under the Credit Agreement are a senior secured obligation of the Company and rank senior to all indebtedness of the Company. Borrowings under the Credit Agreement bear interest at a rate per annum equal to 5.50%, plus, at the Company’s option, either a base rate or a LIBOR rate. 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 imposes certain customary affirmative and negative covenants upon the Company including restrictions related to dividends and other foreign subsidiaries limitations. The Credit Agreement minimum liquidity covenant requires that Midcap shall not permit the credit party liquidity at any time to be less than (a) during the period commencing on February 1^st through and including May 31^st of each calendar year, $12.5 million and (b) at all other times, $15.0 million. The Credit Agreement includes events of default that are customary for these types of credit facilities, including the occurrence of a change of control. The Company was in compliance with the financial covenants contained within the Credit Agreement as of December 31, 2021.

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

The Company’s credit facility consisted of the following as of December 31, 2021:

	December 31, 2021
	(in thousands)
MidCap Credit Facility – December 2021		34,119
Less: deferred debt issuance costs		(691	)
Less: discount associated with issuance of warrants		(583	)
Total MidCap Credit Facility – December 2021	$	32,845

Interest Expense, Net

Interest expense, net consisted of the following for the years-ended December 31, 2020 and 2021 (in thousands):

	Years Ended December 31,
	2019			2020			2021
Interest expense	$	4,532		$	5,038		$	13,250
Interest income		(146	)		(59	)		(595	)
Total interest expense, net	$	4,386		$	4,979		$	12,655

- Definition

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

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+ Details

Stockholders' Equity

12 Months Ended

Dec. 31, 2021

Equity Abstract

Stockholders' Equity

10.	STOCKHOLDERS’ EQUITY

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

On June 14, 2019, the Company completed its IPO, selling 3,600,000 shares of common stock at a public offering price of $10.00 per share. Net proceeds to the Company from the offering were approximately $29.4 million, after deducting legal, underwriting and other offering expenses.

On August 26, 2020 the Company completed the Follow-On Offering of 3,860,710 shares of common stock, which includes the exercise by the underwriters of their option to purchase additional shares of common stock solely to cover over-allotments, at a public offering price of $7.00 per share, less underwriting discounts and commissions. The Company received net proceeds of approximately $23.4 million after deducting underwriting discounts and commissions of approximately $2.2 million and other offering expenses payable by the Company of approximately $1.4 million.

On June 10, 2021, the Company entered into a Securities Purchase Agreement with certain accredited investors (collectively, the “Investors”) pursuant to which, among other things, the Company issued and sold to the Investors, in a private placement transaction, an aggregate of 2,666,667 shares of common stock, of the Company (the “Shares”), at an offering price of $15.00 per Share, with proceeds to the Company, net of offering costs, of $36.7 million.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

Stock-Based Compensation

12 Months Ended

Dec. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-Based Compensation

11.	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 December 31, 2021, 60,509 shares were reserved for awards available for future issuance under the Aterian 2014 Plan.

2018 Equity Incentive Plan

The Company’s board of directors adopted the Aterian, Inc. 2018 Equity Incentive Plan (the “2018 Plan”) on October 11, 2018. The 2018 Plan was approved by its stockholders on May 24, 2019. As of December 31, 2021, 347,313 shares were reserved for awards available for future issuance under the 2018 Plan.

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

2019 Equity Plan

The Company’s board of directors adopted the Aterian, Inc. 2019 Equity Plan (the “2019 Equity Plan”) on March 20, 2019. The 2019 Equity Plan was approved by its stockholders on May 24, 2019. As of December 31, 2021, no shares were reserved for future

issuance. Shares of restricted common stock granted under the 2019 Equity Plan initially vested in substantially equal installments on the 6th, 12th, 18th and 24th monthly anniversary of the closing of the Company’s initial public offering (“IPO”). The Company and the 2019 Equity Plan participants subsequently agreed to extend (i) the vesting date for the first installment of shares of restricted common stock under the 2019 Equity Plan to March 13, 2020, (ii) the vesting date for the second installment of shares of restricted common stock to December 15, 2020, (iii) the vesting date for the third installment of shares of restricted common stock to either January 18, 2021 or March 10, 2021, and (iv) the vesting date for the fourth installment of shares of restricted common stock to July 1, 2021 or December 14, 2021. Awards granted under the 2019 Equity Plan and not previously forfeited upon termination of service carry dividend and voting rights applicable to the Company’s common stock, irrespective of any vesting requirement. Under ASC Topic 718, the Company treats each award in substance as multiple awards as a result of the graded vesting and the fact that there is more than one requisite service period. Upon the prerequisite service period becoming probable, the day of the IPO, the Company recorded a cumulative catch-up expense and the remaining expense will be recorded under graded vesting. In the event the service of a participant in the 2019 Equity Plan (each, a “Participant”) is terminated due to an “involuntary termination”, then all of such Participant’s unvested shares of restricted common stock shall vest on the date of such involuntary termination unless, within three business days of such termination (1) the Company’s board of directors unanimously determines that such vesting shall not occur and (2) the remaining Participants holding restricted share awards covering at least 70% of the shares of restricted common stock issued and outstanding under the 2019 Equity Plan determine that such vesting shall not occur. In the event of a forfeiture, voluntary or involuntary, of shares of restricted common stock granted under the 2019 Equity Plan, such shares are automatically reallocated to the remaining Participants in proportion to the number of shares of restricted common stock covered by outstanding awards that each such Participant holds.

The following is a summary of stock options activity during the year-ended December 31, 2021:

	Options Outstanding
	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (years)		Aggregate Intrinsic Value
Balance—January 1, 2021		1,570,728		$	9.09		7.71	$	12,756
Options granted		—		$	—	—		$	—
Options exercised		(1,011,422	)	$	9.00		—	$	—
Options cancelled		(36,401	)	$	9.17	—		$	—
Balance—December 31, 2021		522,905		$	9.25		6.77	$	25,971
Exercisable as of December 31, 2021		520,256		$	9.25		6.77	$	25,971
Vested and expected to vest as of December 31, 2021		522,905		$	9.25		6.77	$	25,971

As of December 31, 2021, the total unrecognized compensation expense related to unvested options was less than $0.1 million, which the Company expects to recognize over an estimated weighted-average period of 0.17 years.

During the year-ended December 31, 2021, no options were granted.

A summary of restricted stock activity within the Company’s equity plans and changes for the year-ended December 31, 2021, is as follows:

Restricted Stock Awards	Shares			Weighted Average Grant- Date Fair Value
Nonvested at January 1, 2021		3,259,389		$	13.51
Granted		2,028,547		$	15.56
Vested		(2,798,872	)	$	13.56
Forfeited		(382,884	)	$	14.59
Nonvested at December 31, 2021		2,106,180		$	14.94

As of December 31, 2021, the total unrecognized compensation expense related to unvested shares of restricted common stock was $20.1 million, which the Company expects to recognize over an estimated weighted-average period of 1.16 years.

Stock-based compensation expense is allocated based on the cost center to which the award holder belongs. The following table summarizes the total stock-based compensation expense by function, including expense related to consultants for years-ended December 31, 2020 and 2021.

			Years-End December 31,
	2019		2020		2021
			(in thousands)
Sales and distribution expenses	$	7,358	$	2,533	$	6,809
Research and development expenses		5,711		3,965		5,339
General and administrative expenses		21,612		16,218		16,839
Total stock-based compensation expense	$	34,681	$	22,716	$	28,987

Commitment and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments And Contingencies Disclosure [Abstract]

Commitment and Contingencies

12.	COMMITMENT AND CONTINGENCIES

Inventory Purchases—As of December 31, 2020 and 2021, the Company had $55.0 million and $32.3 million, respectively, of inventory purchase orders placed with vendors waiting to be fulfilled.

Sales or Other Similar Taxes—Based on the location of the Company’s current operations, the majority of sales tax is collected and remitted either by the Company or on its behalf by e-commerce marketplaces in most states within the U.S. To date, the Company has had no actual or threatened sales and use tax claims from any state where it does not already claim nexus or any state where it sold products prior to claiming nexus. However, the Company believes that the likelihood of incurring a liability as a result of sales tax nexus being asserted by certain states where it sold products prior to claiming nexus is probable. As of each of December 31, 2020 and December 31, 2021, the Company estimates that the potential liability, including current sales tax payable is approximately $0.5 million and $0.7 million, respectively, which has been recorded as an accrued liability. The Company believes this is the best estimate of an amount due to taxing agencies, given that such a potential loss is an unasserted liability that would be contested and subject to negotiation between the Company and the state, or decided by a court.

U.S. Department of Energy—In September 2019, the Company received a Test Notice from the U.S. Department of Energy (“DOE”) indicating that a certain dehumidifier model may not comply with applicable energy-conservation standards. The DOE requested that the Company provide it with several model units for DOE testing. If the Company is determined to have violated certain energy-conservation standards, it could be fined pursuant to DOE guidelines, and this civil penalty may be material to the Company’s consolidated financial statements. The Company intends to vigorously defend itself. The Company has submitted to the DOE testing process, made a good-faith effort to provide necessary notice as practicable, and included in a formal response to the DOE copies of the energy-efficiency report and certification that were issued for the dehumidifier model at the time of production. The Company believes that its products are compliant, and the Company, in conjunction with its manufacturing partner, has disputed the Test Notice received from the DOE. As of the date of the issuance of the accompanying condensed consolidated financial statements, the Company cannot reasonably estimate what, if any, penalties may be levied.

U.S. Environmental Protection Agency—In September 2019, the Company received notice from the U.S. Environmental Protection Agency (“EPA”) that certain of its dehumidifier products were identified by the Association of Home Appliance Manufacturers (“AHAM”) as failing to comply with EPA ENERGY STAR requirements. For an appliance to be ENERGY STAR certified, it must meet standards promulgated by the EPA and enforced through EPA-accredited certification bodies and laboratories. The Company believes that its products are compliant, and the Company, in conjunction with its manufacturing partner, has disputed the AHAM testing determination pursuant to EPA guidelines. While a resolution remains pending, the Company is not selling or marketing the products identified by the EPA. The Company cannot be certain that these products will eventually be certified by the EPA, and the Company may incur costs that cannot presently be calculated in the event that the Company needs to make changes to the manner in which these products are manufactured and sold.

In April 2020, the Company received notice from the EPA with respect to regulatory compliance and the advertising associated with certain of its dehumidifier products. The Company believes that its products are compliant, and the Company is currently in discussions with the EPA to resolve the matter. The EPA placed a hold on the sale of certain of the Company's dehumidifier inventory while it reviews the matter with the Company. As of October 2020, the Company is able to resume selling the products identified by the EPA, and discussions are continuing with the EPA. The Company cannot be certain of the outcome with the EPA, and the Company may incur costs and penalties that cannot presently be calculated in the event that the Company is unable to resolve this matter with the EPA.

Settlement Agreement—On May 2, 2021, the Company entered into a settlement agreement with one of the Company’s suppliers to agree 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. As such, the Company has fully reserved $4.1 million within prepaid and other current assets on its consolidated financial statements during the year-ended December 31, 2021. The Company has commenced legal action against the supplier and continues to reserve its legal options and rights on this matter.

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 condensed consolidated 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 condensed consolidated financial condition or results of operations. Further, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from such matters.

Securities Class Action—On May 13, 2021, a securities class action complaint was filed in the U.S. District Court for the Southern District of New York by Andrew Tate, naming the Company, Yaniv Sarig and Fabrice Hamaide as defendants. On June 10, 2021, a substantially similar securities class action complaint was filed in the same court by Jeff Coon against the same defendants. Thereafter, other stockholders asserted similar claims. On August 10, 2021, the court appointed Joseph Nolff as the lead plaintiff of the putative class action, and on October 12, 2021, he filed an amended complaint, (i) adding Arturo Rodriguez as a defendant, (ii) asserting violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 promulgated thereunder and (iii) claiming that the defendants made false and materially misleading statements and failed to disclose material adverse facts regarding the Company’s business, operations, and prospects and that this was revealed on May 4, 2021, when Culper Research published a report allegedly exposing these alleged misrepresentations and omissions. The lead plaintiff has since filed two further amended complaints repeating substantively the same allegations. On March 10, 2022, the Company reached an agreement in principle to resolve this action for $1.3 million which the Company accrued for, subject to negotiation of a formal memorandum of understanding, the execution of final settlement documents, and court approval. If that process does not succeed, the Company is prepared to continue the full defense of this action.

Shareholder Derivative Actions Related to the Securities Class Action—On October 21, October25 and November 10, 2021, three shareholder derivative actions were filed on behalf of the Company by Shaoxuan Zhang, Michael Sheller and Tyler Magnus in the U.S. District Court for the Southern District of New York. These actions, collectively, name Yaniv Sarig, Fabrice Hamaide, Arturo Rodriguez, Greg B. Petersen, Bari A. Harlam, Amy von Walter, William Kurtz, Roi Zion Zahut, Joseph A. Risico, Tomer Pascal and Mihal Chaouat-Fix as individual defendants, and the Company as a nominal defendant. These actions are predicated on substantively the same factual allegations contained in the above-described securities class action, and assert that the individual defendants (i) breached their fiduciary duties, (ii) misused their authority, (iii) were unjustly enriched and (iv) wasted corporate assets. The action filed by Michael Sheller also alleges that individual defendants Sarig and Hamaide are liable for contribution pursuant to Sections 10(b) and 21D of the Exchange Act in the event the Company is held liable in the Securities Class Action. The action filed by Shaoxuan Zhang alleges analogous liability on the part of Sarig, Hamaide and Rodriguez. Finally, the action filed by Shaoxuan Zhang also alleges that individual defendants Sarig, Harlam, Kurtz, Petersen and von Walter are liable for violations of Section 14(a) of the Exchange Act. The Company believes the allegations are without merit and intends to vigorously defend against these actions. The parties to these actions have agreed to stay this action pending resolution of the Securities Class Action, and given the tentative resolution of the Securities Class Action, the Company intends to engage with the parties for a resolution of these matters upon finalization of that settlement. However, the outcome of these legal proceedings are currently uncertain. Based on information available to the Company at present, the Company cannot reasonably estimate a range of loss or income for these actions.

Sabby Contract Action—On September 20, 2021, Sabby Volatility Warrant Master Fund Ltd. (“Sabby”) sued the Company in the Supreme Court of the State of New York, New York County, alleging that the Company breached the Securities Purchase Agreement, dated June 10, 2021 (the “Purchase Agreement”), pursuant to which Sabby purchased 400,000 shares of the Company’s common stock, for an aggregate price of approximately $6 million. Sabby contends that certain of the representations and warranties made by the Company in the Purchase Agreement concerning its financial condition and the accuracy of its prior disclosures were untrue and that the Company breached the Purchase Agreement’s anti-dilution and use-of-proceeds covenants on both August 9, 2021 and September 23, 2021, when the Company resolved certain defaults with High Trail. The Company intends to vigorously defend against this action, and, on December 15, 2021, the Company filed a motion to dismiss, which was fully briefed as of February 11, 2022. However, the outcome of this legal proceeding is currently uncertain. Based on information available to the Company at present, the Company cannot reasonably estimate a range of loss for this action.

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

13.	INCOME TAXES

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

	December 31, 2019			December 31, 2020			December 31, 2021
Domestic	$	(58,718	)	$	(62,985	)	$	(233,846	)
International		(42	)		(93	)		(1,646	)
Total	$	(58,760	)	$	(63,078	)	$	(235,492	)

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

	December 31, 2019		December 31, 2020		December 31, 2021
Current:
Federal	$	—	$	—	$	—
State		21		28		72
Foreign		8		0		265
Total current		29		28		337
Deferred:
Federal		—		—		253
State		—		20		32
Foreign		—		—		(90	)
Total deferred		—		20		195
Income tax provision	$	29	$	48	$	532

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

	December 31, 2019			December 31, 2020			December 31, 2021
Income tax benefit at statutory rates	$	(12,339	)	$	(13,246	)	$	(49,454	)
Permanent differences		325			6,434			3
Debt Extinguishment		—			—			33,746
Warrant Liabilities		—			—			11,066
Stock Compensation		—			—			10,602
Change in FV contingent consideration		—			—			(3,143	)
Foreign rate differential		(4	)		(4	)		(44	)
State income taxes, net of federal tax benefit		(2,034	)		(2,056	)		(6,424	)
Other		45			313			264
Prior Year True-Up Adjustments		—			—			(5,577	)
Valuation allowance		14,036			8,607			9,493
Total income tax expense	$	29		$	48		$	532

The Company’s effective tax rate was 0.08% and 0.23% for the years-ended December 31, 2020 and December 31, 2021, respectively. The effective tax rate in both 2020 and 2021 was principally due to minimum state taxes accrued against the Company’s pre-tax operating loss in each fiscal period.

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

	December 31, 2020			December 31, 2021
Deferred tax assets:
Sales returns reserve	$	133		$	130
Net operating loss carryforwards		21,070			36,250
Stock options		12,336			3,592
Deferred revenue		14			15
Interest expense limitation		2,392			10,151
Intangibles		58			0
Other		1,917			2,364
Less: valuation allowances		(37,823	)		(47,316	)
Net deferred tax assets		97			5,186
Deferred tax liabilities:
Fixed assets		(14	)		(18	)
Goodwill		(103	)		(1,528	)
Prepaid Expenses		—			(3,562	)
Intangibles		—			(560	)
Contingent Consideration		—			(1,084	)
Other		—			(130	)
Less: valuation allowances		—			—
Net deferred tax liabilities		(117	)		(6,882	)
Net deferred tax assets (liabilities)	$	(20	)	$	(1,696	)

The Company has temporary differences due to differences in recognition of revenue and expenses for tax and financial reporting purposes, principally related to net operating losses, inventory, depreciation, and other expenses that are not currently deductible or realizable. At December 31, 2020, the Company had approximately $87.0 million of gross federal net operating losses (“NOLs”), which will begin to expire in fiscal year 2034 if unused. The Company also has approximately $45.8 million apportioned state and local NOLs that expire between 2025 and 2035, depending on the state, if not used. At December 31, 2021, the Company had approximately $152.0 million of gross federal NOLs which will begin to expire in fiscal year 2034 if unused. The Company also has approximately $79.5 million apportioned state and local NOLs that expire between 2025 and 2035, depending on the state, if not used. The NOL carryforwards for federal and state income tax purposes which, generally, can be used to reduce future taxable income. The Company’s ability to utilize its NOL carryforwards may be limited pursuant to Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), if the Company has had a change in ownership of more than 50% of its capital stock over a three-year period pursuant to Section 382 of the Code. These complex changes of ownership rules generally focus on ownership changes involving stockholders owning directly or indirectly 5% or more of a company’s stock, including certain public “groups” of stockholders as set forth by Section 382 of the Code, including those arising from new stock issuances and other equity transactions.

In response to COVID-19, various governments worldwide have enacted, or are in the process of enacting, measures to provide relief to businesses negatively affected by the pandemic. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") was signed into law in the U.S. The CARES Act provides relief to U.S. corporations through financial assistance programs and modifications to certain payroll and income tax provisions. In connection with the CARES Act and other financial relief measures worldwide, the Company has recognized $1.3 million of payroll related credits in other current liabilities for the years-ended December 31, 2021. The payroll related credits are recorded in other current liabilities within the consolidated balance sheet.

The Company regularly assesses the realizability of its deferred tax assets and establishes a valuation allowance if it is more-likely-than-not that some portion of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Due to the Company’s history of net operating losses, the Company believes it is more likely than not its federal, state and foreign deferred tax assets will not be realized as of December 31, 2021.

The Company’s major taxing jurisdictions are New Jersey, New York, Florida, Texas, Pennsylvania, Tennessee, Virginia and California. The Company files a U.S. Consolidated income tax return as well as tax returns in certain foreign jurisdictions. The Company is subject to examination in these jurisdictions for all years since inception. Fiscal years outside the normal statute of limitations remain open to audit due to tax attributes generated in the early years which have been carried forward and may be audited in subsequent years when utilized. The Company is not currently under examination for income taxes in any jurisdiction. The

Company may be subject to audits covering a variety of tax matters by taxing authorities in any taxing jurisdiction where the Company conducts business. While the Company believes that the tax returns filed, and tax positions taken are supportable and accurate, some tax authorities may not agree with the positions taken. This can give rise to tax uncertainties which, upon audit, may not be resolved in the Company’s favor. As of December 31, 2020 and 2021, the Company has not recorded any tax contingency accruals for uncertain tax positions.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
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-Section 50
-Paragraph 21
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-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
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-Subparagraph (SAB Topic 11.C)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 30
-Section 50
-Paragraph 2
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-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
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-Subparagraph (SX 210.4-08(h)(2))
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+ Details

Related Party Transactions

12 Months Ended

Dec. 31, 2021

Related Party Transactions

14.	RELATED PARTY TRANSACTION

Restated Voting Agreement

On November 1, 2018, Dr. Larisa Storozhenko, Maximus Yaney and Asher Maximus I, LLC (the “Initial Designating Parties”) entered into a voting agreement with Mr. Asher Delug, one of the stockholders of the Company and a member of the Company’s board of directors, pursuant to which Mr. Delug will have the power to vote such number of shares of common stock as is equal to: (a) all of the shares of the Company’s common stock beneficially held by the Initial Designating Parties minus (b) such number of shares of common stock representing 19.9% of the total voting power of the Company’s capital stock outstanding with respect to the election of directors, the appointment of officers and any amendments of the Company’s amended and restated certificate of incorporation or amended and restated bylaws (the “Voting Agreement”).

The Voting Agreement was amended and restated pursuant to a new Voting Agreement, dated March 13, 2019, by and among MV II, LLC, Dr. Larisa Storozhenko, Mr. Maximus Yaney, Mr. Delug and the Company (the “Restated Voting Agreement”). Under the Restated Voting Agreement, each of MV II, LLC, Dr. Larisa Storozhenko and Mr. Yaney (collectively, the “Designating Parties”) agreed to relinquish the right to vote their shares of the Company’s capital stock, and any of the Company’s other equity interests (collectively, the “Voting Interests”) by granting the Company’s board of directors the sole right to vote all of the Voting Interests as the Designating Parties’ proxyholder. The Voting Interests include all shares of the Company’s common stock currently held by the Designating Parties, as well as any of the Company’s securities or other equity interests acquired by the Designating Parties in the future. Pursuant to the proxy granted by the Designating Parties, the Company’s board of directors is required to vote all of the Voting Interests in direct proportion to the voting of the shares and equity interests voted by all holders other than the Designating Parties. The proxy granted by the Designating Parties under the Restated Voting Agreement is irrevocable. In addition, the Restated Voting Agreement proxyholder may not be changed unless the Company receives the prior approval of The Nasdaq Stock Market LLC.

Under the Restated Voting Agreement, each of the Designating Parties further agreed not to purchase or otherwise acquire any shares of the Company’s capital stock or other equity securities, or any interest in any of the foregoing.

The Restated Voting Agreement became effective on June 12, 2019 and will continue until the earlier to occur of (a) a Deemed Liquidation Event unless, immediately upon such Deemed Liquidation Event, the Company’s common stock is and remains listed on The Nasdaq Stock Market LLC, or (b) Mr. Yaney’s death. For purposes of the agreement, a “Deemed Liquidation Event” means (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party other than a transaction or series of transactions in which the holders of the Company’s voting securities outstanding immediately prior to such transaction or series of transactions retain, immediately after such transaction or series of transactions, as a result of the Company’s shares held by such holders prior to such transaction or series of transactions, a majority of the total voting power represented by the Company’s outstanding voting securities or such other surviving or resulting entity; (ii) a sale, lease or other disposition of all or substantially all of the Company’s or its subsidiaries’ assets taken as a whole by means of any transaction or series of related transactions, except where such sale, lease or other disposition is to a wholly-owned subsidiary of the Company; or (iii) any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary; however, a Deemed Liquidation Event shall not include any transaction effected primarily to raise capital for the Company or a spin-off or similar divestiture of the Company’s product or Managed PaaS business as part of reorganization of the Company approved by the Company’s board of directors.

Net Loss Per Share

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Net Loss Per Share

15.	NET LOSS PER SHARE

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

The Company’s shares of restricted common stock are entitled to receive dividends and hold voting rights applicable to the Company’s common stock, irrespective of any vesting requirement. Accordingly, although the vesting commences upon the elimination of the contingency, the shares of restricted common stock are considered a participating security and the Company is required to apply the two-class method to consider the impact of the shares of restricted common stock on the calculation of basic and

diluted earnings per share. The Company is currently in a net loss position and is therefore not required to present the two-class method; however, in the event the Company is in a net income position, the two-class method must be applied by allocating all earnings during the period to shares of common stock and shares of restricted common stock.

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

	Year-Ended December 31,
	2019			2020			2021
Net loss	$	(58,789	)	$	(63,126	)	$	(236,024	)
Weighted-average number of shares used in computing net loss per share, basic and diluted		13,516,844			17,167,999			35,379,005
Net loss per share, basic and diluted	$	(4.35	)	$	(3.68	)	$	(6.67	)

Anti-dilutive shares excluded from computation of net loss per share (in shares)		3,595,078			4,975,759			3,027,361

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

Acquisitions

12 Months Ended

Dec. 31, 2021

Business Combinations [Abstract]

Acquisitions

16.ACQUISITIONS

2019 Acquisitions

Aussie Health Assets

On September 10, 2019, the Company completed the acquisition of the assets of a personal wellness company (the “Aussie Health Assets”), whose products sell primarily on the Amazon US marketplace, for total consideration of $1.3 million, which was comprised of cash of $1.1 million and a promissory note for $0.2 million that accrues interest at a rate of 8% per annum and matures on June 10, 2020. The Company also paid $0.1 million in the form of a working capital payment related to the inventory purchased within sixty days of closing.

The following presents the allocation of purchase price to the assets acquired and liabilities assumed, based on their estimated fair values at acquisition date:

	Total
	(in thousands)
Inventory	$	297
Goodwill		745
Intangible assets		333
Net assets acquired	$	1,375

The amounts assigned to goodwill and major intangible asset classifications were as follows:

	Amount allocated		Useful life (in years)
	(in thousands)
Goodwill	$	745	n.a.
Trademarks		310		5
Transition services agreement		11	< 1
Non-competition agreement		12		3
Total	$	1,078

2020 Acquisitions

Truweo Assets

On August 26, 2020, the Company completed the acquisition of the Truweo Assets, whose products sell primarily on the Amazon U.S. marketplace, for total consideration of $16.4 million, which was comprised of cash of $14.0 million and a promissory note for

$2.4 million. The promissory note accrues interest at a rate of 8% per annum, with $0.6 million principal and accrued interest payments due on November 30, 2021, February 28, 2022, and May 31, 2022 and matures on August 22, 2022.

The following presents the allocation of purchase price to the assets acquired and liabilities assumed, based on the estimated fair values at acquisition date (in thousands):

	Total
Inventory	$	595
Intangible assets		4,011
Goodwill		11,834
Net assets acquired	$	16,440

The amounts assigned to goodwill and major intangible asset classifications were as follows (in thousands, except the useful life):

	Amount Allocated		Useful life (in years)
Goodwill	$	11,834	n.a.
Trademarks		3,900	10
Non-competition agreement		100	<1
Transition services agreement		11	3
Net intangible assets		15,845

Goodwill is expected to be deductible for tax purposes. The goodwill is attributable to expected synergies resulting from integrating the Truweo products into the Company’s existing sales channels.

Smash Assets

On December 1, 2020, the Company completed the acquisition of the Smash Assets, which consisted of products sold primarily on the Amazon U.S. marketplace, for total consideration comprised of (i) $25.0 million, (ii) 4,220,000 shares of common stock, the cost basis of which was $6.89 (closing stock price at closing of the transaction), of which 164,000 of such shares were issued to the sellers’ brokers, and (iii) a seller note in the amount of $15.6 million, representing the value of certain inventory that the sellers had paid for but not yet sold as of the closing date. In addition, subject to achievement of certain contribution margin thresholds on certain products of the acquired business for the fiscal years ending December 31, 2021 and December 31, 2022, the sellers will be entitled to receive earn out payments.

The following presents the allocation of purchase price to the assets acquired and liabilities assumed, based on the estimated fair values at acquisition date (in thousands):

	Total
	(in thousands)
Goodwill	$	34,739
Trademarks		27,600
Inventory		16,419
Production deposits		3,382
AP and other liabilities		(3,088	)
		79,052

The amounts assigned to goodwill and major intangible asset classifications were as follows (in thousands, except the useful life):

	Amount Allocated		Useful life (in years)
Goodwill	$	34,739	n.a.
Trademarks		27,600	10
Net Intangible Assets		62,339

Goodwill is expected to be deductible for tax purposes. The goodwill is attributable to expected synergies resulting from integrating the Smash products into the Company’s existing sales channels.

2021 Acquisitions

Healing Solutions

On February 2, 2021 (the “Closing Date”), the Company entered into and closed the Asset Purchase Agreement with Healing Solutions, LLC (“Healing Solutions”). Pursuant to the Asset Purchase Agreement, the Company purchased and acquired certain assets of Healing Solutions (the “Healing Solutions Assets”) related to Healing Solutions’ retail and e-commerce business under the Healing Solutions’ brands, Tarvol, Sun Essential Oils and Artizen (among others), which primarily sells essential oils through Amazon and other marketplaces (the “Asset Purchase”). The Asset Purchase was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, Business Combinations. As consideration for the Asset Purchase, the Company (i) paid to Healing Solutions $15.3 million in cash (the “Cash Purchase Price”), and (ii) issued 1,387,759 shares of common stock to Healing Solutions, the cost basis of which was the closing price per share of the common stock on the Closing Date. At the closing (the “Closing”), the Company withheld $2.0 million of the Cash Purchase Price to serve as collateral for Healing Solutions’ payment of certain overdue trade payables to be released to Healing Solutions in accordance with the terms of the Asset Purchase Agreement. This amount was paid by the Company within 60 days of the Closing Date.

In addition, Healing Solutions will be entitled to receive 170,042 shares of common stock (up to a maximum of 280,000 shares pursuant to certain terms and valuation at the measurement date) in respect of certain inventory. The shares will be issued to Healing Solutions following the final determination of inventory values pursuant to the terms of the Asset Purchase Agreement, which determination is expected to occur approximately nine to ten months following the Closing Date and such shares will be subject to vesting restrictions which will lapse on the date that is the one-year anniversary after the Closing Date. Pursuant to the terms of the Asset Purchase Agreement, Healing Solutions is required to use its commercially reasonable efforts to identify one or more suppliers of finished goods inventory of all SKUs that constitute assets acquired in the Asset Purchase (“New Suppliers”) and to initiate discussions with such New Suppliers for the purpose of negotiating new supply agreements between the Company or its affiliates, on the one hand, and the New Supplier, on the other hand, for the purchase of such SKUs following the Closing on terms acceptable to the Company in its sole discretion, acting reasonably. If, on or before the date that is 15 months after the Closing Date, an Earn-Out Consideration Event (as defined in the Asset Purchase Agreement) has occurred, then Healing Solutions shall be entitled to receive up to a maximum of 528,670 shares of common stock (the “Earn-Out Shares”), which number of shares is subject to reduction in accordance with the terms of the Asset Purchase Agreement based on the time period within which the Earn-Out Consideration Event occurs. See Contingent earn-out liability considerations section below.

The following presents the allocation of purchase price to the assets acquired and liabilities assumed, based on the estimated fair values at acquisition date:

	Amount allocated
	(in thousands)
Cash purchase price	$	15,280
1,387,759 shares of Common Stock issued at the Closing		39,454
Seller note for inventory		5,285
Estimated earnout liability		11,273
Total consideration to be paid	$	71,292

The amounts assigned to goodwill and major intangible asset classifications were as follows:

		Total
		(in thousands)
Inventory	$		8,215
Working Capital			202
Trademarks (10 year useful life)			22,900
Goodwill			39,975
Net assets acquired	$		71,292

Goodwill is expected to be deductible for tax purposes. The goodwill is attributable to expected synergies resulting from integrating the Healing Solutions’ products into the Company’s existing sales channels.

Squatty Potty Assets

On May 5, 2021, the Company acquired the business of e-commerce and retail company Squatty Potty, LLC (“Squatty Potty”), a leading online seller of health and wellness products, in an asset purchase transaction. Currently, Squatty Potty products are sold in thousands of retail locations including Bed, Bath & Beyond, Walmart and Target. As consideration for Squatty Potty’s assets, the Company paid approximately $19.0 million in cash. The Company also paid approximately $1.1 million as consideration related to

acquired inventory. In addition, and subject to the achievement of contribution margin metrics for the year-ended December 31, 2021, the Company agreed to pay Squatty Potty a maximum earn-out of approximately $4.0 million, payable in shares of common stock or cash at Squatty Potty’s discretion. The Company also agreed to pay Squatty Potty $8.0 million for transition services, payable in shares of common stock or cash at Squatty Potty’s discretion. See Contingent earn-out liability considerations section below.

The following presents the allocation of purchase price to the assets acquired and liabilities assumed, based on the estimated fair values at acquisition date:

		Amount
		allocated
		(in thousands)
Cash purchase price	$		19,040
Transition services payments			8,231
Estimated earnout liability			3,502
Total consideration	$		30,773

The amounts assigned to goodwill and major intangible asset classifications were as follows:

		Total
		(in thousands)
Inventory	$		1,471
Working Capital			230
Trademarks (10 year useful life)			6,500
Customer relationships			5,700
Goodwill (1)			16,872
Net assets acquired	$		30,773

(1)	Goodwill is expected to be deductible for tax purposes. The goodwill is attributable to expected synergies resulting from integrating the Squatty Potty products into the Company’s existing sales channel.

Photo Paper Direct

On May 5, 2021, the Company closed the acquisition of all outstanding stock of e-commerce company Photo Paper Direct Ltd. (“Photo Paper Direct”), a leading online seller of printing supplies. As consideration for Photo Paper Direct’s stock, the Company paid approximately $8.3 million in cash and issued approximately 704,500 shares of the Company’s common stock. The Company also paid approximately $5.4 million in cash as consideration related to Photo Paper Direct’s inventory and other working capital assets, including cash on hand of approximately $3.0 million. In addition, and subject to the achievement of certain Adjusted EBITDA metrics by December 31, 2021, the Company agreed to issue to Photo Paper Direct a maximum earn-out of $6.0 million in cash and $2.0 million in the Company’s common stock. See Contingent earn-out liability considerations section below.

The following presents the allocation of purchase price to the assets acquired and liabilities assumed, based on the estimated fair values at acquisition date:

		Amount
		allocated
		(in thousands)
Cash purchase price	$		8,293
704,548 shares of common stock issued			11,075
Working capital adjustment			5,338
Estimated earnout liability			911
Total consideration	$		25,617

The amounts assigned to goodwill and major intangible asset classifications were as follows:

		Total
		(in thousands)
Inventory	$		2,846
PP&E			86
Real Property			848
Working Capital			2,144
Trademarks (10 year useful life)			5,400
Goodwill (1)			15,774
Deferred tax liability (2)			(1,481	)
Net assets acquired	$		25,617

(1)

Estimate based on preliminary purchase price and most recent book values of tangible assets and prior to any deferred tax assets/liabilities. Subject to change based on the actual closing balance sheet and any purchase accounting adjustments. Goodwill is expected to be deductible for tax purposes. The goodwill is attributable to expected synergies resulting from integrating the Photo Paper Direct products into the Company’s existing sales channels.

(2)

A measurement period adjustment was recorded that resulted in a deferred tax liability of $1.5 million, and corresponding increase in goodwill.

Pro Forma Information

The following unaudited pro forma information illustrates the impact of the acquisitions on the Company’s net revenue for the years-ended December 31, 2021, 2020 and 2019. The acquisitions are reflected in the following pro forma information as if the acquisitions had occurred on January 1, 2019.

	Year Ended December 31,
	2019			2020			2021
	(in thousands)
Net revenue as reported	$	114,451		$	185,704		$	247,767
Aussie Health Assets net revenue		1,759			—			—
Smash net revenue (1)		42,994			83,132			—
Truweo net revenue (2)		7,942			11,155			—
Healing Solutions net revenue (3)		—			78,646			4,600
Squatty Potty net revenue (4)		—			14,919			6,024
Photo Paper Direct net revenue (5)		—			13,721			6,334
Net revenue pro forma	$	167,146		$	387,277		$	264,725

Operating loss as reported	$	(54,333	)		(34,751	)		(34,077	)
Aussie Health Assets operating income		310			—			—
Smash operating income (1)		4,163			15,221			—
Truweo operating income (2)		3,616			5,484			—
Healing Solutions operating income (3)		—			7,792			382
Squatty Potty operating income (4)		—			3,529			1,772
Photo Paper Direct operating income (5)		—			3,364			1,152
Operating loss (income) pro forma	$	(46,244	)	$	639		$	(30,771	)

(1)

In the accompanying consolidated financial statements for the year-ended December 31, 2020, net revenue, as reported, includes $16.1 million of net revenue from this acquisition. For the year-ended December 31, 2020, operating income, as reported, includes $4.5 million of operating income from this acquisition.

(2)

In the accompanying consolidated financial statements for the year-ended December 31, 2020, net revenue, as reported, includes $1.6 million of net revenue from this acquisition. For the year-ended December 31, 2020, operating income, as reported, includes $0.7 million of operating income from this acquisition.

(3)

In the accompanying consolidated financial statements for the year-ended December 31, 2021, net revenue, as reported, includes $33.1 million of net revenue from this acquisition. For the year-ended December 31, 2021, operating income, as reported, includes $10.7 million of operating income from this acquisition.

(4)

In the accompanying consolidated financial statements for the year-ended December 31, 2021, net revenue, as reported includes $10.1 million of net revenue from this acquisition. For the year-ended December 31, 2021, operating income, as reported, includes $4.2 million of operating income from this acquisition

(5)

In the accompanying consolidated financial statements for the year-ended December 31, 2021, net revenue, as reported includes $11.6 million of net revenue from this acquisition. For the year-ended December 31, 2021, operating loss, as reported, includes $1.3 million of operating income from this acquisition.

The Company engaged a third-party valuation specialist to perform a valuation of the intangible assets acquired for all acquisitions. In performing the valuation, the Company’s management assessed the reasonableness of the projected financial information (“PFI”) by comparing it to the Company’s historical results and financial information for a peer group of the most similar public companies. Based on this review, the Company’s management determined the PFI is reasonable for business and intangible asset valuation purposes.

Contingent earn-out liability considerations

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

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

As part of the acquisition of the Smash Assets, the sellers of the Smash Assets are entitled to earn-out payments based on the achievement of certain contribution margin thresholds on certain products of the acquired business. Earn-out payments will be due to the sellers for year one, or calendar year 2021 in the first quarter of 2022, and year two, or calendar year 2022, will be due in the first quarter of 2023. For the year-ended December 31, 2021 (year one of the earn-out), the earn-out payment will be calculated based on the contribution margin generated on certain products for an amount equal to $1.67 for every $1.00 of such contribution margin that is greater than $15.5 million and less than or equal to $18.5 million. Such earn-out payment cannot exceed $5.0 million. In addition, during the year-ending December 31, 2022 (year two of the earn-out), for each $0.5 million of contribution margin generated on certain products in excess of $15.5 million, subject to a cap of $27.5 million, the sellers shall be entitled to receive an amount in cash equal to the value of 0.1 million shares of the Company’s common stock multiplied by the average of the volume-weighted-average closing price per share of the Company’s common stock, for the 30 consecutive trading days ending on December 31, 2022.

As of December 1, 2020, the acquisition date, the initial fair value amount of the earn-out payment was appropriately $9.8 million. As of December 31, 2020, the fair value amount of the earn-out payment with respect to the Smash Assets was approximately $22.5 million, representing a change of fair value impact of approximately $12.7 million. As of December 31, 2021, the fair value amount of the earn-out payment with respect to the Smash Assets was approximately $5.2 million related to the calendar year 2022 earnout. The calendar year 2021 earnout is $0.0 million as it was not achieved.

As part of the acquisition of the Healing Solutions Assets, Healing Solutions was entitled to earn-out payments based on the achievement of certain contribution margin thresholds on certain products of the acquired business. If the earn-out consideration event occurred: (i) prior to the date that is nine months following the Closing Date, the Company will issue 528,670 shares of its common stock to Healing Solutions; (ii) on or after the date that is nine months following the Closing Date but before the date that is 12 months following the Closing Date, the Company was to issue 396,502 shares of common stock to Healing Solutions; or (iii) on or after the date that is 12 months following the Closing Date but before the date that is 15 months following the Closing Date (the date that is 15 months following the Closing Date, the “Earn-Out Termination Date”), the Company was to issue 264,335 shares of common stock to Healing Solutions; or after 15 months, the Company would not had any obligation to issue any shares of its common stock to Healing Solutions.

As of February 2, 2021, the acquisition date, the initial fair value amount of the earn-out payment with respect to the Healing Solutions Assets was appropriately $16.5 million. In November 2021, the Company issued 1.4 million shares of common stock in full settlement of the earn-out. As of December 31, 2021 there is no remaining earn-out liability related to Healing Solutions.

As part of the acquisition of the Squatty Potty Assets, Squatty Potty is entitled to earn-out payments based on the achievement of certain contribution margin thresholds on certain products of the acquired business. If the earn-out consideration event occurs in 12

months ended December 31, 2021, the maximum payment amount is $3.9 million and if the termination of the transition service agreement is prior to the date that is nine months following the Closing Date, an additional $3.9 million.

As of May 5, 2021, the acquisition date, the initial fair value amount of the earn-out payment with respect to the Squatty Potty Assets was appropriately $3.5 million. As of December 31, 2021, the fair value amount of the earn-out payment with respect to the Squatty Potty Assets was approximately $4.0 million, representing a net change of fair value impact of approximately $0.5 million for year-ended December 31, 2021.

As of May 5, 2021, the acquisition date of Photo Paper Direct Ltd. (“Photo Paper Direct”), the initial fair value amount of the earn-out payment with respect to the Photo Paper Direct acquisition was appropriately $0.9 million. As of December 31, 2021, the fair value amount of the earn-out payment with respect to the Photo Paper Direct acquisition was approximately $0.0 million as the earnout was not achieved, representing a net change of fair value impact of approximately $0.9 million for the year-ended December 31, 2021.

The following table summarizes the changes in the carrying value of estimated contingent earn-out liabilities (in thousands) as of December 31, 2021 (in thousands):

	December 31, 2021
	Smash Assets			Healing Solutions			Squatty Potty		Photo Paper Direct			Total
Balance—January 1, 2021	$	22,531		$	—		$	—	$	—		$	22,531
Acquisition date fair value of contingent earn-out liabilities and inventory to be settled in shares		—			16,558			3,502		911			20,971
Change in fair value of contingent earn-out liabilities		(17,291	)		(12,808	)		481		(911	)		(30,529	)
Payment of contingent earn-out liability (1)		—			(3,750	)		—		—			(3,750	)
Balance—December 31, 2021	$	5,240		$	—		$	3,983	$	—		$	9,223

(1) The $3.8 million payment relating to Healing Solutions earn-out was made with 1.4 million of the Company's common stock in November 2021. This resulted in a settlement charge of $4.2 million due to the difference of fair value of the shares issued on the settlement date versus the fair value of the earn-out on the date of the settlement.

Goodwill and Intangibles

12 Months Ended

Dec. 31, 2021

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill and Intangibles

17.	GOODWILL AND INTANGIBLES

The following tables summarize the changes in the Company’s intangible assets as of December 31, 2020 and December 31, 2021 (in thousands):

	December 1, 2020		December 31, 2020				December 31, 2020
	Gross Carrying Amount		Additions		Impairments		Gross Carrying Amount		Goodwill Impairments		Accumulated Amortization		Net Book Value
Goodwill	$	745	$	46,573	$	—	$	47,318	$	—	$	—	$	47,318
-
	December 31, 2020		December 31, 2021				December 31, 2021
	Gross Carrying Amount		Additions		Impairments		Gross Carrying Amount		Goodwill Impairments		Accumulated Amortization		Net Book Value
Goodwill	$	47,318	$	72,623	$	—	$	119,941	$	—	$	—	$	119,941

The following tables summarize the changes in the Company’s intangible assets as of December 31, 2020 and December 31, 2021 (in thousands):

	December 1, 2020		December 31, 2020				December 31, 2020
	Gross Carrying Amount		Additions		Impairments		Gross Carrying Amount		Goodwill Impairments		Accumulated Amortization			Net Book Value
Trademarks	$	310	$	31,500	$	—	$	31,810	$	—	$	(442	)	$	31,368
Non-competition agreement		11		100		—		111		—		(19	)		92
Transition services agreement		12		11		—		23		—		(23	)		—
Total intangibles	$	333	$	31,611	$	—	$	31,944	$	—	$	(484	)	$	31,460

	December 31, 2020		December 31, 2021				December 31, 2021
	Gross Carrying Amount		Additions		Impairments		Gross Carrying Amount		Goodwill Impairments		Accumulated Amortization			Net Book Value
Trademarks	$	31,810	$	34,100	$	—	$	65,910	$	—	$	(6,332	)	$	59,578
Non-competition agreement		111		—		—		111		—		(54	)		57
Transition services agreement		23		—		—		23		—		(23	)		—
Customer relations		—		5,700		—		5,700		—		(380	)		5,320
Other		—		700		—		700		—		(700	)		—
Total intangibles	$	31,944	$	40,500	$	—	$	72,444	$	—	$	(7,489	)	$	64,955

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

2022	$	7,228
2023		7,214
2024		7,171
2025		7,130
2026		7,130
Thereafter		29,082
Total	$	64,955

Subsequent Events

12 Months Ended

Dec. 31, 2021

Subsequent Events [Abstract]

Subsequent Events

18.	SUBSEQUENT EVENTS

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 “Private Placement”), (i) 6,436,322 shares of the Company’s common stock (the “Shares”), par value $0.0001 per share (the “Common Stock”), and accompanying warrants to purchase an aggregate of 4,827,242 shares of Common Stock, and (ii) pre-funded warrants to purchase up to an aggregate of 3,013,850 shares of Common Stock (the “Pre-Funded Warrants”) and accompanying warrants to purchase an aggregate of 2,260,388 shares of Common Stock (the “Private Placement”). The accompanying warrants to purchase Common Stock are referred to herein collectively as the “Common Stock Warrants”, and the Common Stock Warrants and the Pre-Funded Warrants are referred to herein collectively as the “Warrants”. Under the Purchase Agreements, each Share and accompanying Common Stock Warrant were sold together at a combined price of $2.91, and each Pre-Funded Warrant and accompanying Common Stock Warrant were sold together at a combined price of $2.9099, for gross proceeds of approximately $27.5 million. The Private Placement closed on March 4, 2022. The Company intends to use the proceeds from the Private Placement for working capital purposes, the conduct of its business and other general corporate purposes, which may include acquisitions, investments in or licenses of complementary products, technologies or businesses, operating expenses and capital expenditures. In connection with the 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 has agreed to file a registration statement covering

the resale by the Purchasers of the Shares and Warrant Shares (together, the “Registrable Securities”) within 30 days following the agreement date.

Securities Class Action

On March 10, 2022, the Company reached an agreement in principle, subject to negotiation of a formal memorandum of understanding, the execution of final settlement documents, and court approval, to resolve the securities class action lawsuit that was initiated on May 13, 2021, in the U.S. District Court for the Southern District of New York by Andrew Tate, naming the Company, Yaniv Sarig and Fabrice Hamaide as defendants. If that process does not succeed, the Company is prepared to continue the full defense of this action. The agreement in principle contemplates that the Company will pay $1.3 million and the Company has recorded an accrual for such amount within “accounts payable” on the consolidated balance sheets.

Schedule II-Valuation and Qualifying Accounts and Reserves

12 Months Ended

Dec. 31, 2021

Valuation And Qualifying Accounts [Abstract]

Schedule II-Valuation and Qualifying Accounts and Reserves

ATERIAN, INC. AND SUBSIDIARIES

Schedule II—Valuation and Qualifying Accounts and Reserves

(All amounts in thousands)

	Balance at Beginning of Period		Charged to Costs & Expenses		Charged to Other Accounts		Accounts Written Off or Deductions			Balance at End of Period
Description
Year-ended December 31, 2019
Allowance for doubtful accounts	$	—	$	35	$	—	$	—		$	35
Deferred tax valuation allowance	$	15,167	$	—	$	14,036	$	—		$	29,203
Year-ended December 31, 2020
Allowance for doubtful accounts	$	35	$	—	$	—	$	(35	)	$	—
Deferred tax valuation allowance	$	29,203	$	—	$	8,620	$	—		$	37,823
Year-ended December 31, 2021
Allowance for doubtful accounts	$	—	$	—	$	—	$	—		$	—
Deferred tax valuation allowance	$	37,823	$	—	$	9,493	$	—		$	47,316

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

Use of Estimates

Principles of Consolidation

Restricted Cash

Accounts Receivable

Concentration of Credit Risk

Property and Equipment

The estimated useful lives for significant property and equipment categories are as follows:

Computer equipment and software		3 years
Furniture, fixtures, and equipment		3-5 years
Leasehold improvements and capital leases		Shorter of remaining lease term or estimated useful life

Income Taxes

Revenue Recognition

The Company derives its revenue from the sale of consumer products. The Company sells its products directly to consumers through online retail channels and through wholesale channels.

All of the Company’s direct and wholesale revenue for the years-ended December 31, 2020 and 2021 are recognized at a point in time.

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

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

	Year-Ended December 31, 2019
	(in thousands)
	Direct		Wholesale		Managed Platform as a Service (“PaaS”)		Total
North America	$	111,168	$	1,408	$	1,685	$	114,261
Other		190		—		—		190
Total net revenue	$	111,358	$	1,408	$	1,685	$	114,451

	Year-Ended December 31, 2020
	(in thousands)
	Direct		Wholesale		Managed PaaS		Total
North America	$	164,162	$	20,150	$	1,336	$	185,648
Other		56		—		—		56
Total net revenue	$	164,218	$	20,150	$	1,336	$	185,704

	Year-Ended December 31, 2021
	(in thousands)
	Direct		Wholesale		Managed PaaS		Total
North America	$	232,067	$	11,528	$	422	$	244,017
Other		3,750		—		—	$	3,750
Total net revenue	$	235,817	$	11,528	$	422	$	247,767

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

	Year-Ended December 31,
	2019		2020		2021
	(in thousands)
Heating, cooling and air quality	$	58,025	$	78,424	$	73,685
Kitchen appliances		26,917		29,711		43,180
Health and beauty		14,948		26,070		15,579
Personal protective equipment		—		15,488		6,073
Cookware, kitchen tools and gadgets		6,898		14,868		22,933
Home office		172		7,669		12,352
Housewares		3,206		3,277		33,951
Essential oils and related accessories		—		—		27,444
Other		2,600		8,861		12,148
Total net product revenue		112,766		184,368		247,345
Managed PaaS		1,685		1,336		422
Total net revenue	$	114,451	$	185,704	$	247,767

Fair Value of Financial Instruments

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

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

Goodwill

Goodwill— The Company operates under one business component which is the same as its reporting unit based on the guidance in ASC Topic 350-20.

Intangible Assets

Business Combinations

Accounting and Contingent Consideration

Inventory and Cost of Goods Sold

Sales and Distribution

Research and Development

General and Administrative

Stock-Based Compensation

These assumptions are estimated as follows:

•

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

Foreign Currency

Net Loss Per Share

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

Segment Information

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

Recent Accounting Pronouncements

Adopted Accounting Standards

Recently Issued Accounting Pronouncements

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Schedule of Estimated Useful Lives of Property and Equipment

The estimated useful lives for significant property and equipment categories are as follows:

Computer equipment and software		3 years
Furniture, fixtures, and equipment		3-5 years
Leasehold improvements and capital leases		Shorter of remaining lease term or estimated useful life

Net Revenue Disaggregated by Sales Channel and Geographic Region

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

	Year-Ended December 31, 2019
	(in thousands)
	Direct		Wholesale		Managed Platform as a Service (“PaaS”)		Total
North America	$	111,168	$	1,408	$	1,685	$	114,261
Other		190		—		—		190
Total net revenue	$	111,358	$	1,408	$	1,685	$	114,451

	Year-Ended December 31, 2020
	(in thousands)
	Direct		Wholesale		Managed PaaS		Total
North America	$	164,162	$	20,150	$	1,336	$	185,648
Other		56		—		—		56
Total net revenue	$	164,218	$	20,150	$	1,336	$	185,704

	Year-Ended December 31, 2021
	(in thousands)
	Direct		Wholesale		Managed PaaS		Total
North America	$	232,067	$	11,528	$	422	$	244,017
Other		3,750		—		—	$	3,750
Total net revenue	$	235,817	$	11,528	$	422	$	247,767

Net Revenue Disaggregated by Product Categories

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

	Year-Ended December 31,
	2019		2020		2021
	(in thousands)
Heating, cooling and air quality	$	58,025	$	78,424	$	73,685
Kitchen appliances		26,917		29,711		43,180
Health and beauty		14,948		26,070		15,579
Personal protective equipment		—		15,488		6,073
Cookware, kitchen tools and gadgets		6,898		14,868		22,933
Home office		172		7,669		12,352
Housewares		3,206		3,277		33,951
Essential oils and related accessories		—		—		27,444
Other		2,600		8,861		12,148
Total net product revenue		112,766		184,368		247,345
Managed PaaS		1,685		1,336		422
Total net revenue	$	114,451	$	185,704	$	247,767

Inventory (Tables)

12 Months Ended

Dec. 31, 2021

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventory consisted of the following as of December 31, 2020 and 2021 (in thousands):

	December 31, 2020		December 31, 2021
Inventory on-hand	$	22,753	$	48,079
Inventory in-transit		8,829		14,966
Inventory	$	31,582	$	63,045

Accounts Receivable (Tables)

12 Months Ended

Dec. 31, 2021

Accounts Receivable Net Current [Abstract]

Summary of Accounts Receivable

Accounts receivable consisted of the following as of December 31, 2020 and 2021 (in thousands):

	December 31, 2020		December 31, 2021
Trade accounts receivable	$	5,747	$	10,478
Allowance for doubtful accounts		—		—
Accounts receivable—net	$	5,747	$	10,478

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2021

Property Plant And Equipment [Abstract]

Summary of Property and Equipment

Property and equipment consisted of the following as of December 31, 2020 and 2021 (in thousands):

	December 31, 2020			December 31, 2021
Computer equipment and software	$	613		$	943
Furniture, fixtures and equipment		91			91
Leasehold improvements		56			56
Building		—			723
Subtotal		760			1,813
Less: accumulated depreciation and amortization		(591	)		(559	)
Property and equipment—net	$	169		$	1,254

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Summary of Financial Assets Measured at Fair Value

	December 31, 2020
	Fair Value Measurement Category
	Level 1		Level 2		Level 3

Assets:
Cash and cash equivalents	$	26,718	$	—	$	—
Restricted Cash		3,379		—		—
Liabilities:
Estimated fair value of contingent earn-out considerations		—		—		22,531
Fair market value of warrant liability		—		—		31,821

	December 31, 2021
	Fair Value Measurement Category
	Level 1		Level 2		Level 3

Assets:
Cash and cash equivalents	$	30,317	$	—	$	—
Restricted cash		7,998		—		—
Liabilities:
Estimated fair value of contingent earn-out considerations		—		—		9,223
Fair market value of warrant liability		—		—		—

Summary of Activity of the Level 3 Liabilities Carried at Fair Value on a Recurring Basis

A summary of the activity of the Level 3 liabilities carried at fair value on a recurring basis for the years-ended December 31, 2020 and 2021 are as follows (in thousands):

Balance at December 31, 2020	$	31,821
Modification of warrant liability to equity classification		(58,276	)
Change in fair value of warrant liability		26,455
Balance at December 31, 2021	$	—

Balance at December 31, 2020	$	22,531
Fair value at issuance of contingent earn-out liability		20,971
Change in fair value of contingent earn-out liability		(30,529	)
Payment of contingent earn-out liability		(3,750	)
Balance at December 31, 2021	$	9,223

- Definition

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

+ References + Details

Prepaid and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2021

Prepaid Expense And Other Assets Current [Abstract]

Schedule of Prepaid And Other Current Assets

Prepaid and other current assets consisted of the following as of December 31, 2020 and 2021 (in thousands):

	December 31, 2020		December 31, 2021
Prepaid inventory	$	4,361	$	4,137
Restricted cash		3,250		7,998
Prepaid insurance		1,504		2,440
Consulting fees		738		2,263
Amazon global logistics		—		2,865
Other		1,258		1,331
Prepaid and other current assets	$	11,111	$	21,034

Accrued and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2021

Accrued Liabilities And Other Liabilities [Abstract]

Schedule of Components of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following as of December 31, 2020 and 2021 (in thousands):

	December 31, 2020		December 31, 2021
Accrued compensation costs	$	293	$	162
Accrued professional fees and consultants		483		331
Accrued logistics costs		1,068		578
Product related accruals		3,221		2,984
Sales tax payable		457		678
Sales return reserve		547		590
Accrued fulfillment expense		381		744
Accrued insurance		952		967
Federal payroll taxes payable		330		4,449
Accrued interest payable		137		338
All other accruals		471		5,800
Accrued and other current liabilities	$	8,340	$	17,621

Credit Facility and Term Loans (Tables)

12 Months Ended

Dec. 31, 2021

Schedule of Interest Expense, Net

Interest expense, net consisted of the following for the years-ended December 31, 2020 and 2021 (in thousands):

	Years Ended December 31,
	2019			2020			2021
Interest expense	$	4,532		$	5,038		$	13,250
Interest income		(146	)		(59	)		(595	)
Total interest expense, net	$	4,386		$	4,979		$	12,655

MidCap Credit Facility

Schedule of Credit Facility and Term Loans

The Company’s credit facility consisted of the following as of December 31, 2021:

	December 31, 2021
	(in thousands)
MidCap Credit Facility – December 2021		34,119
Less: deferred debt issuance costs		(691	)
Less: discount associated with issuance of warrants		(583	)
Total MidCap Credit Facility – December 2021	$	32,845

High Trail Loan December 2020 Note

Schedule of Credit Facility and Term Loans

The December 2020 Note consisted of the following as of December 31, 2020:

	December 31, 2020
	(in thousands)
December 2020 Note	$	43,000
Less: deferred debt issuance costs		(2,207	)
Less: discount associated with issuance of warrants		(9,839	)
Less: discount associated with original issuance of loan		(4,692	)
High Trail warrant		31,821
Total December 2020 Note		58,083
Less-current portion		(21,600	)
Term loan-non current portion	$	36,483

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Summary of Stock Options Activity

The following is a summary of stock options activity during the year-ended December 31, 2021:

	Options Outstanding
	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (years)		Aggregate Intrinsic Value
Balance—January 1, 2021		1,570,728		$	9.09		7.71	$	12,756
Options granted		—		$	—	—		$	—
Options exercised		(1,011,422	)	$	9.00		—	$	—
Options cancelled		(36,401	)	$	9.17	—		$	—
Balance—December 31, 2021		522,905		$	9.25		6.77	$	25,971
Exercisable as of December 31, 2021		520,256		$	9.25		6.77	$	25,971
Vested and expected to vest as of December 31, 2021		522,905		$	9.25		6.77	$	25,971

Summary of Restricted Stock Activity

A summary of restricted stock activity within the Company’s equity plans and changes for the year-ended December 31, 2021, is as follows:

Restricted Stock Awards	Shares			Weighted Average Grant- Date Fair Value
Nonvested at January 1, 2021		3,259,389		$	13.51
Granted		2,028,547		$	15.56
Vested		(2,798,872	)	$	13.56
Forfeited		(382,884	)	$	14.59
Nonvested at December 31, 2021		2,106,180		$	14.94

Summary of Total Stock-based Compensation Expense by Function

			Years-End December 31,
	2019		2020		2021
			(in thousands)
Sales and distribution expenses	$	7,358	$	2,533	$	6,809
Research and development expenses		5,711		3,965		5,339
General and administrative expenses		21,612		16,218		16,839
Total stock-based compensation expense	$	34,681	$	22,716	$	28,987

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of Provision for Income Tax Expense

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

	December 31, 2019			December 31, 2020			December 31, 2021
Domestic	$	(58,718	)	$	(62,985	)	$	(233,846	)
International		(42	)		(93	)		(1,646	)
Total	$	(58,760	)	$	(63,078	)	$	(235,492	)

Schedule of Components of Income Tax Provision

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

	December 31, 2019		December 31, 2020		December 31, 2021
Current:
Federal	$	—	$	—	$	—
State		21		28		72
Foreign		8		0		265
Total current		29		28		337
Deferred:
Federal		—		—		253
State		—		20		32
Foreign		—		—		(90	)
Total deferred		—		20		195
Income tax provision	$	29	$	48	$	532

Schedule of Federal Statutory Income Tax Rate Reconciliation

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

	December 31, 2019			December 31, 2020			December 31, 2021
Income tax benefit at statutory rates	$	(12,339	)	$	(13,246	)	$	(49,454	)
Permanent differences		325			6,434			3
Debt Extinguishment		—			—			33,746
Warrant Liabilities		—			—			11,066
Stock Compensation		—			—			10,602
Change in FV contingent consideration		—			—			(3,143	)
Foreign rate differential		(4	)		(4	)		(44	)
State income taxes, net of federal tax benefit		(2,034	)		(2,056	)		(6,424	)
Other		45			313			264
Prior Year True-Up Adjustments		—			—			(5,577	)
Valuation allowance		14,036			8,607			9,493
Total income tax expense	$	29		$	48		$	532

Components of Deferred Tax Assets and Liabilities

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

	December 31, 2020			December 31, 2021
Deferred tax assets:
Sales returns reserve	$	133		$	130
Net operating loss carryforwards		21,070			36,250
Stock options		12,336			3,592
Deferred revenue		14			15
Interest expense limitation		2,392			10,151
Intangibles		58			0
Other		1,917			2,364
Less: valuation allowances		(37,823	)		(47,316	)
Net deferred tax assets		97			5,186
Deferred tax liabilities:
Fixed assets		(14	)		(18	)
Goodwill		(103	)		(1,528	)
Prepaid Expenses		—			(3,562	)
Intangibles		—			(560	)
Contingent Consideration		—			(1,084	)
Other		—			(130	)
Less: valuation allowances		—			—
Net deferred tax liabilities		(117	)		(6,882	)
Net deferred tax assets (liabilities)	$	(20	)	$	(1,696	)

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Loss per Share

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

	Year-Ended December 31,
	2019			2020			2021
Net loss	$	(58,789	)	$	(63,126	)	$	(236,024	)
Weighted-average number of shares used in computing net loss per share, basic and diluted		13,516,844			17,167,999			35,379,005
Net loss per share, basic and diluted	$	(4.35	)	$	(3.68	)	$	(6.67	)

Anti-dilutive shares excluded from computation of net loss per share (in shares)		3,595,078			4,975,759			3,027,361

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2021

Business Acquisition [Line Items]

Pro Forma Information

	Year Ended December 31,
	2019			2020			2021
	(in thousands)
Net revenue as reported	$	114,451		$	185,704		$	247,767
Aussie Health Assets net revenue		1,759			—			—
Smash net revenue (1)		42,994			83,132			—
Truweo net revenue (2)		7,942			11,155			—
Healing Solutions net revenue (3)		—			78,646			4,600
Squatty Potty net revenue (4)		—			14,919			6,024
Photo Paper Direct net revenue (5)		—			13,721			6,334
Net revenue pro forma	$	167,146		$	387,277		$	264,725

Operating loss as reported	$	(54,333	)		(34,751	)		(34,077	)
Aussie Health Assets operating income		310			—			—
Smash operating income (1)		4,163			15,221			—
Truweo operating income (2)		3,616			5,484			—
Healing Solutions operating income (3)		—			7,792			382
Squatty Potty operating income (4)		—			3,529			1,772
Photo Paper Direct operating income (5)		—			3,364			1,152
Operating loss (income) pro forma	$	(46,244	)	$	639		$	(30,771	)

(1)

(2)

(3)

(4)

(5)

Summary of Changes in Carrying Value of Estimated Contingent Earn-Out Liabilities

The following table summarizes the changes in the carrying value of estimated contingent earn-out liabilities (in thousands) as of December 31, 2021 (in thousands):

	December 31, 2021
	Smash Assets			Healing Solutions			Squatty Potty		Photo Paper Direct			Total
Balance—January 1, 2021	$	22,531		$	—		$	—	$	—		$	22,531
Acquisition date fair value of contingent earn-out liabilities and inventory to be settled in shares		—			16,558			3,502		911			20,971
Change in fair value of contingent earn-out liabilities		(17,291	)		(12,808	)		481		(911	)		(30,529	)
Payment of contingent earn-out liability (1)		—			(3,750	)		—		—			(3,750	)
Balance—December 31, 2021	$	5,240		$	—		$	3,983	$	—		$	9,223

Aussie Health Assets

Business Acquisition [Line Items]

Allocation of Purchase Price to Assets Acquired and Liabilities Assumed Based on Estimated Fair Values at Acquisition Date

The following presents the allocation of purchase price to the assets acquired and liabilities assumed, based on their estimated fair values at acquisition date:

	Total
	(in thousands)
Inventory	$	297
Goodwill		745
Intangible assets		333
Net assets acquired	$	1,375

Amounts Assigned to Goodwill and Major Intangibles Asset Classifications

The amounts assigned to goodwill and major intangible asset classifications were as follows:

	Amount allocated		Useful life (in years)
	(in thousands)
Goodwill	$	745	n.a.
Trademarks		310		5
Transition services agreement		11	< 1
Non-competition agreement		12		3
Total	$	1,078

Truweo Assets

Business Acquisition [Line Items]

Allocation of Purchase Price to Assets Acquired and Liabilities Assumed Based on Estimated Fair Values at Acquisition Date

The following presents the allocation of purchase price to the assets acquired and liabilities assumed, based on the estimated fair values at acquisition date (in thousands):

	Total
Inventory	$	595
Intangible assets		4,011
Goodwill		11,834
Net assets acquired	$	16,440

Amounts Assigned to Goodwill and Major Intangibles Asset Classifications

The amounts assigned to goodwill and major intangible asset classifications were as follows (in thousands, except the useful life):

	Amount Allocated		Useful life (in years)
Goodwill	$	11,834	n.a.
Trademarks		3,900	10
Non-competition agreement		100	<1
Transition services agreement		11	3
Net intangible assets		15,845

Smash Assets

Business Acquisition [Line Items]

Allocation of Purchase Price to Assets Acquired and Liabilities Assumed Based on Estimated Fair Values at Acquisition Date

The following presents the allocation of purchase price to the assets acquired and liabilities assumed, based on the estimated fair values at acquisition date (in thousands):

	Total
	(in thousands)
Goodwill	$	34,739
Trademarks		27,600
Inventory		16,419
Production deposits		3,382
AP and other liabilities		(3,088	)
		79,052

Amounts Assigned to Goodwill and Major Intangibles Asset Classifications

The amounts assigned to goodwill and major intangible asset classifications were as follows (in thousands, except the useful life):

	Amount Allocated		Useful life (in years)
Goodwill	$	34,739	n.a.
Trademarks		27,600	10
Net Intangible Assets		62,339

Healing Solutions LLC

Business Acquisition [Line Items]

Allocation of Purchase Price to Assets Acquired and Liabilities Assumed Based on Estimated Fair Values at Acquisition Date

The following presents the allocation of purchase price to the assets acquired and liabilities assumed, based on the estimated fair values at acquisition date:

	Amount allocated
	(in thousands)
Cash purchase price	$	15,280
1,387,759 shares of Common Stock issued at the Closing		39,454
Seller note for inventory		5,285
Estimated earnout liability		11,273
Total consideration to be paid	$	71,292

Amounts Assigned to Goodwill and Major Intangibles Asset Classifications

The amounts assigned to goodwill and major intangible asset classifications were as follows:

		Total
		(in thousands)
Inventory	$		8,215
Working Capital			202
Trademarks (10 year useful life)			22,900
Goodwill			39,975
Net assets acquired	$		71,292

Squatty Potty, LLC

Business Acquisition [Line Items]

Allocation of Purchase Price to Assets Acquired and Liabilities Assumed Based on Estimated Fair Values at Acquisition Date

The following presents the allocation of purchase price to the assets acquired and liabilities assumed, based on the estimated fair values at acquisition date:

		Amount
		allocated
		(in thousands)
Cash purchase price	$		19,040
Transition services payments			8,231
Estimated earnout liability			3,502
Total consideration	$		30,773

Amounts Assigned to Goodwill and Major Intangibles Asset Classifications

The amounts assigned to goodwill and major intangible asset classifications were as follows:

		Total
		(in thousands)
Inventory	$		1,471
Working Capital			230
Trademarks (10 year useful life)			6,500
Customer relationships			5,700
Goodwill (1)			16,872
Net assets acquired	$		30,773

(1)	Goodwill is expected to be deductible for tax purposes. The goodwill is attributable to expected synergies resulting from integrating the Squatty Potty products into the Company’s existing sales channel.

Photo Paper Direct Ltd.

Business Acquisition [Line Items]

Allocation of Purchase Price to Assets Acquired and Liabilities Assumed Based on Estimated Fair Values at Acquisition Date

The following presents the allocation of purchase price to the assets acquired and liabilities assumed, based on the estimated fair values at acquisition date:

		Amount
		allocated
		(in thousands)
Cash purchase price	$		8,293
704,548 shares of common stock issued			11,075
Working capital adjustment			5,338
Estimated earnout liability			911
Total consideration	$		25,617

Amounts Assigned to Goodwill and Major Intangibles Asset Classifications

The amounts assigned to goodwill and major intangible asset classifications were as follows:

		Total
		(in thousands)
Inventory	$		2,846
PP&E			86
Real Property			848
Working Capital			2,144
Trademarks (10 year useful life)			5,400
Goodwill (1)			15,774
Deferred tax liability (2)			(1,481	)
Net assets acquired	$		25,617

(1)

(2)

A measurement period adjustment was recorded that resulted in a deferred tax liability of $1.5 million, and corresponding increase in goodwill.

Goodwill and Intangibles (Tables)

12 Months Ended

Dec. 31, 2021

Goodwill And Intangible Assets Disclosure [Abstract]

Summary of Changes in Goodwill and Intangible Assets

The following tables summarize the changes in the Company’s intangible assets as of December 31, 2020 and December 31, 2021 (in thousands):

	December 1, 2020		December 31, 2020				December 31, 2020
	Gross Carrying Amount		Additions		Impairments		Gross Carrying Amount		Goodwill Impairments		Accumulated Amortization		Net Book Value
Goodwill	$	745	$	46,573	$	—	$	47,318	$	—	$	—	$	47,318
-
	December 31, 2020		December 31, 2021				December 31, 2021
	Gross Carrying Amount		Additions		Impairments		Gross Carrying Amount		Goodwill Impairments		Accumulated Amortization		Net Book Value
Goodwill	$	47,318	$	72,623	$	—	$	119,941	$	—	$	—	$	119,941

The following tables summarize the changes in the Company’s intangible assets as of December 31, 2020 and December 31, 2021 (in thousands):

	December 1, 2020		December 31, 2020				December 31, 2020
	Gross Carrying Amount		Additions		Impairments		Gross Carrying Amount		Goodwill Impairments		Accumulated Amortization			Net Book Value
Trademarks	$	310	$	31,500	$	—	$	31,810	$	—	$	(442	)	$	31,368
Non-competition agreement		11		100		—		111		—		(19	)		92
Transition services agreement		12		11		—		23		—		(23	)		—
Total intangibles	$	333	$	31,611	$	—	$	31,944	$	—	$	(484	)	$	31,460

	December 31, 2020		December 31, 2021				December 31, 2021
	Gross Carrying Amount		Additions		Impairments		Gross Carrying Amount		Goodwill Impairments		Accumulated Amortization			Net Book Value
Trademarks	$	31,810	$	34,100	$	—	$	65,910	$	—	$	(6,332	)	$	59,578
Non-competition agreement		111		—		—		111		—		(54	)		57
Transition services agreement		23		—		—		23		—		(23	)		—
Customer relations		—		5,700		—		5,700		—		(380	)		5,320
Other		—		700		—		700		—		(700	)		—
Total intangibles	$	31,944	$	40,500	$	—	$	72,444	$	—	$	(7,489	)	$	64,955

Summary of Estimated Aggregate Amortization Expense of Intangible Assets

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

2022	$	7,228
2023		7,214
2024		7,171
2025		7,130
2026		7,130
Thereafter		29,082
Total	$	64,955

Organization and Description of Business - Additional Information (Details)	12 Months Ended
	Dec. 31, 2021 USD ($)
Organization And Description Of Business [Line Items]
Going concern, cash and cash equivalents	$ 30,300,000
Going concern, accumulated deficit	429,000,000.0
Going concern, net loss	236,000,000.0
Going concern, net cash used in operating activities	42,000,000.0
Asset Backed Credit Agreement
Organization And Description Of Business [Line Items]
Additional increase in borrowing amount	50,000,000.0
Line of credit facility, maximum liquidity requirements during the period	12,500,000
Line of credit facility, maximum liquidity requirements at all other times	$ 15,000,000.0
Line of credit facility, covenant terms	The credit facility contains a financial covenant that requires the Company to maintain a minimum unrestricted cash balance of (a) $12.5 million during the period from February 1st through and including May 31st of each calendar year, and (b) $15.0 million at all other times thereafter. At its election, the Company may elect to comply with an alternative financial covenant that would require the Company to maintain a minimum borrowing availability under the credit facility of $10.0 million at all times. The Company does not anticipate electing the alternative financial covenant over the next twelve months and was in compliance with the minimum liquidity covenant as of the date these consolidated financial statements were issued.
Line of credit facility, minimum borrowing	$ 10,000,000.0

Summary of Significant Accounting Policies - Additional Information (Details)	12 Months Ended
	Dec. 31, 2021 USD ($) Customer Segment	Dec. 31, 2020 USD ($) Customer	Dec. 31, 2019 USD ($)	Jan. 01, 2022 USD ($)
Significant Accounting Policies [Line Items]
Allowance for doubtful accounts	$ 0	$ 0
Income tax benefit recognition, minimum percentage of likelihood being realized	50.00%
Percentage of fair value in excess of carrying amount	21.00%
Goodwill impairment description	The Company performed a full step one impairment test at December 31, 2021 and concluded no impairment and that its estimated fair-values exceeded its carrying values by 21% as of the year-ended December 31, 2021.
Goodwill impairment	$ 0
Number of reportable segments \| Segment	1
Operating Lease Liability Current Statements Of Financial Position Extensible List				AccruedExpensesAndOtherLiabilitiesCurrent
Subsequent Event
Significant Accounting Policies [Line Items]
Right-of-use asset				$ 700,000
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]				Prepaid and other current assets
Operating lease, liability				$ 700,000
Sales and distribution expenses
Significant Accounting Policies [Line Items]
Advertising cost	$ 9,000,000.0	6,300,000	$ 4,800,000
Shipping and handling cost	43,400,000	20,400,000	17,200,000
Other Expense, Net \| Maximum
Significant Accounting Policies [Line Items]
Net loss from foreign currency transactions	$ (100,000)	$ (100,000)	$ (100,000)
Customer Concentration Risk \| Revenue Benchmark
Significant Accounting Policies [Line Items]
Number of customer accounted \| Customer	0	0
Customer Concentration Risk \| Revenue Benchmark \| Amazon
Significant Accounting Policies [Line Items]
Percentage of concentration of credit risk	93.00%	88.00%
Customer Concentration Risk \| Accounts Receivable
Significant Accounting Policies [Line Items]
Number of customer accounted \| Customer	0	0
Customer Concentration Risk \| Accounts Receivable \| Amazon
Significant Accounting Policies [Line Items]
Percentage of concentration of credit risk	42.00%	68.00%
Other Noncurrent Assets
Significant Accounting Policies [Line Items]
Restricted cash deposit associated with credit facility	$ 100,000	$ 100,000
Prepaid Expenses and Other Current Assets
Significant Accounting Policies [Line Items]
Returned deposit for inventory to pay into an escrow account		3,300,000
Prepaid Expenses and Other Current Assets \| MidCap Credit Facility
Significant Accounting Policies [Line Items]
Restricted cash deposit associated with credit facility	5,900,000
Prepaid Expenses and Other Current Assets \| Letter of Credit
Significant Accounting Policies [Line Items]
Restricted cash deposit associated with credit facility	2,000,000.0
Accrued Liabilities
Significant Accounting Policies [Line Items]
Refund liabilities for sales returns	$ 600,000	$ 500,000

Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of property and Equipment (Details)	12 Months Ended
	Dec. 31, 2021
Computer Equipment and Software
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful life	3 years
Furniture, Fixtures and Equipment \| Minimum
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful life	3 years
Furniture, Fixtures and Equipment \| Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful life	5 years
Leasehold Improvements and Capital Leases
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful life	Shorter of remaining lease term or estimated useful life

Summary of Significant Accounting Policies - Net Revenue Disaggregated by Sales Channel and Geographic Region (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disaggregation Of Revenue [Line Items]
Total net revenue	$ 247,767	$ 185,704	$ 114,451
Direct
Disaggregation Of Revenue [Line Items]
Total net revenue	235,817	164,218	111,358
Wholesale
Disaggregation Of Revenue [Line Items]
Total net revenue	11,528	20,150	1,408
Managed PaaS
Disaggregation Of Revenue [Line Items]
Total net revenue	422	1,336	1,685
North America
Disaggregation Of Revenue [Line Items]
Total net revenue	244,017	185,648	114,261
North America \| Direct
Disaggregation Of Revenue [Line Items]
Total net revenue	232,067	164,162	111,168
North America \| Wholesale
Disaggregation Of Revenue [Line Items]
Total net revenue	11,528	20,150	1,408
North America \| Managed PaaS
Disaggregation Of Revenue [Line Items]
Total net revenue	422	1,336	1,685
Other
Disaggregation Of Revenue [Line Items]
Total net revenue	3,750	56	190
Other \| Direct
Disaggregation Of Revenue [Line Items]
Total net revenue	$ 3,750	$ 56	$ 190

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Summary of Significant Accounting Policies - Net Revenue Disaggregated by Product Categories (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disaggregation Of Revenue [Line Items]
Total net revenue	$ 247,767	$ 185,704	$ 114,451
Product Revenue
Disaggregation Of Revenue [Line Items]
Total net revenue	247,345	184,368	112,766
Product Revenue \| Heating, Cooling and Air Quality
Disaggregation Of Revenue [Line Items]
Total net revenue	73,685	78,424	58,025
Product Revenue \| Kitchen Appliances
Disaggregation Of Revenue [Line Items]
Total net revenue	43,180	29,711	26,917
Product Revenue \| Health and Beauty
Disaggregation Of Revenue [Line Items]
Total net revenue	15,579	26,070	14,948
Product Revenue \| Personal Protective Equipment
Disaggregation Of Revenue [Line Items]
Total net revenue	6,073	15,488
Product Revenue \| Cookware, Kitchen Tools and Gadgets
Disaggregation Of Revenue [Line Items]
Total net revenue	22,933	14,868	6,898
Product Revenue \| Home Office
Disaggregation Of Revenue [Line Items]
Total net revenue	12,352	7,669	172
Product Revenue \| Housewares
Disaggregation Of Revenue [Line Items]
Total net revenue	33,951	3,277	3,206
Product Revenue \| Essential Oils and Related Accessories
Disaggregation Of Revenue [Line Items]
Total net revenue	27,444
Product Revenue \| Other
Disaggregation Of Revenue [Line Items]
Total net revenue	12,148	8,861	2,600
Managed PaaS
Disaggregation Of Revenue [Line Items]
Total net revenue	$ 422	$ 1,336	$ 1,685

Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Inventory on-hand	$ 48,079	$ 22,753
Inventory in-transit	14,966	8,829
Inventory	$ 63,045	$ 31,582

Inventory - Additional Information (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Inventory on-hand held by Amazon	$ 8.4	$ 5.3

Accounts Receivable - Summary of Accounts Receivable (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Accounts Notes Loans And Financing Receivable Gross Allowance And Net [Abstract]
Trade accounts receivable	$ 10,478	$ 5,747
Accounts receivable—net	$ 10,478	$ 5,747

Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 1,813	$ 760
Less: accumulated depreciation and amortization	(559)	(591)
Property and equipment—net	1,254	169
Computer Equipment and Software
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	943	613
Furniture, Fixtures and Equipment
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	91	91
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	56	$ 56
Building
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 723

Property and Equipment - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property Plant And Equipment [Abstract]
Depreciation expense	$ 0.2	$ 0.3	$ 0.2

Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and restricted cash	$ 38,315	$ 30,097	$ 30,789	$ 20,708
Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and restricted cash	$ 38,300	$ 30,100

Fair Value Measurements - Summary of Financial Assets Measured at Fair Value (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Level 1 \| Cash and Cash Equivalents
Assets:
Assets	$ 30,317	$ 26,718
Level 1 \| Restricted Cash
Assets:
Assets	7,998	3,379
Level 3 \| Estimated Fair Value of Contingent Earn-out Considerations
Liabilities:
Liabilities	$ 9,223	22,531
Level 3 \| Fair Market Value of Warrant Liability
Liabilities:
Liabilities		$ 31,821

Fair Value Measurements - Summary of Activity of the Level 3 Liabilities Carried at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands		12 Months Ended
	Dec. 01, 2020	Dec. 31, 2021	Dec. 31, 2020
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value at issuance of contingent earn-out liability	$ 9,800
Change in fair value of contingent earn-out liabilities		$ (30,529)	$ 12,731
Level 3 \| Estimated Fair Value of Contingent Earn-out Considerations
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities carried at fair value on a recurring basis, Beginning balance		22,531
Liabilities carried at fair value on a recurring basis, Ending balance		9,223	22,531
Fair Value, Recurring \| Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities carried at fair value on a recurring basis, Beginning balance		31,821
Modification of warrant liability to equity classification		(58,276)
Change in fair value of warrant liability		26,455
Liabilities carried at fair value on a recurring basis, Ending balance			31,821
Fair Value, Recurring \| Level 3 \| Estimated Fair Value of Contingent Earn-out Considerations
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities carried at fair value on a recurring basis, Beginning balance		22,531
Fair value at issuance of contingent earn-out liability		20,971
Change in fair value of contingent earn-out liabilities		(30,529)
Payment of contingent earn-out liability		(3,750)
Liabilities carried at fair value on a recurring basis, Ending balance		$ 9,223	$ 22,531

Prepaid and Other Current Assets - Summary of Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Prepaid Expense And Other Assets Current [Abstract]
Prepaid inventory	$ 4,137	$ 4,361
Restricted cash	7,998	3,250
Prepaid insurance	2,440	1,504
Consulting fees	2,263	738
Amazon global logistics	2,865
Other	1,331	1,258
Prepaid and other current assets	$ 21,034	$ 11,111

Accrued and Other Current Liabilities - Schedule of Components of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Accrued Liabilities And Other Liabilities [Abstract]
Accrued compensation costs	$ 162	$ 293
Accrued professional fees and consultants	331	483
Accrued logistics costs	578	1,068
Product related accruals	2,984	3,221
Sales tax payable	678	457
Sales return reserve	590	547
Accrued fulfillment expense	744	381
Accrued insurance	967	952
Federal payroll taxes payable	4,449	330
Accrued interest payable	338	137
All other accruals	5,800	471
Accrued and other current liabilities	$ 17,621	$ 8,340

Credit Facility and Term Loans - Additional Information (Details)										12 Months Ended
	Dec. 31, 2021 USD ($) $ / shares	Dec. 22, 2021 USD ($) $ / shares shares	Sep. 22, 2021 USD ($) TradingDay $ / shares shares	Aug. 09, 2021 USD ($) $ / shares shares	Jun. 15, 2021	Apr. 08, 2021 USD ($) shares	Feb. 02, 2021 USD ($)	Dec. 01, 2020 USD ($) Installment	Nov. 23, 2018 USD ($)	Dec. 31, 2021 USD ($) $ / shares	Dec. 31, 2020 USD ($) $ / shares	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)	Sep. 23, 2021 shares	Aug. 11, 2021 USD ($)
Debt Instrument [Line Items]
Loss on extinguishment										$ 138,859,000	$ 2,037,000
Interest expense of credit facilities										400,000	1,900,000
Expense related to debt issuance costs										100,000	700,000
Interest expense										13,250,000	5,038,000	$ 4,532,000
Common stock shares issued \| shares				2,666,667
Accounts receivable, net				$ 65,000,000.0
Cash and cash equivalents	$ 30,317,000									$ 30,317,000	$ 26,718,000	$ 30,353,000
Warrants exercise period after resale					60 days
Common stock, par value \| $ / shares	$ 0.0001									$ 0.0001	$ 0.0001
Minimum
Debt Instrument [Line Items]
Increase minimum cash threshold covenant				15,000,000.0
Cash and cash equivalents				30,000,000
Maximum
Debt Instrument [Line Items]
Increase minimum cash threshold covenant				30,000,000.0
Restricted Stock
Debt Instrument [Line Items]
Loss on extinguishment										$ 4,100,000
February Warrant, Penny Warrant and Additional Warrant
Debt Instrument [Line Items]
Reclassification from a liability to component of equity										80,000,000.0
Reclassification from a component of equity to liability										21,300,000
Private Placement
Debt Instrument [Line Items]
Gross proceeds received						$ 14,800,000
Horizon Term Loan
Debt Instrument [Line Items]
Credit facility maximum borrowing amount													$ 15,000,000.0
Loss on extinguishment											$ 1,065,000
Debt instrument maturity month and year													2023-01
Repaying of term loan								$ 15,000,000.0			15,990,000
Interest expense										0.0	1,400,000
Amortization of debt issuance costs										0.0	600,000
High Trail Loan December 2020 Note
Debt Instrument [Line Items]
Gross proceeds received								38,000,000.0
Aggregate principal amount								$ 43,000,000.0
Number of repayment installments \| Installment								24
Line of credit facility, frequency of payments								monthly
Cash payments								$ 1,800,000
Line of credit facility covenant minimum liquidity requirement in unrestricted cash on hand								10,000,000.0
High Trail April2021 Note
Debt Instrument [Line Items]
Loss on extinguishment										28,200,000
Repaying of term loan										$ 10,139,000
Event of default description										On August 9, 2021, pursuant to those certain Letter Agreements entered into between the Company and High Trail with respect to each of the April 2021 Notes (collectively, the “August Letter Agreements”), High Trail notified the Company that High Trail declared an event of default under the April 2021 Notes as a result of the Company’s Adjusted EBITDA (as defined in the April 2021 Notes) not being equal to at least $12 million for the 12 month period ended June 30, 2021 and further notified the Company that High Trail immediately accelerated a total of $18.7 million of the principal amount of the April 2021 Notes, requiring the Company to immediately pay $21.5 million (such amount equal to 115% of the principal amount that was accelerated, as required under the terms of the April 2021 Notes, plus $0.3 million of accrued but unpaid interest on the principal amount that was accelerated) (the “Current Event of Default Acceleration Amount”).
Accelerated principal amount				18,700,000
Debt instrument redemption amount				$ 21,500,000
Debt instrument redemption price percentage				115.00%
Accrued, Unpaid interest				$ 300,000
Base percentage used to calculate current event of default acceleration				0.80
Description of current event of default acceleration payment										Pursuant to the August Letter Agreements, the Company agreed, among other things, to pay the Current Event of Default Acceleration Amount in cash by August 9, 2021 and that any portion not paid in cash would be paid in shares of the Company’s common stock under the terms of the April 2021 Notes, with the number of shares issuable equal to the unpaid Current Event of Default Acceleration Amount divided by 80% of the lesser of (i) the Daily VWAP (as defined in the April 2021 Notes) on August 9, 2021 and (ii) the average of the lowest two (2) Daily VWAPs during the ten (10) day VWAP trading period ending on August 9, 2021.
High Trail April2021 Note \| Minimum
Debt Instrument [Line Items]
Debt instrument default amount				$ 12,000,000
High Trail
Debt Instrument [Line Items]
Loss on extinguishment	$ 2,500,000									$ 2,500,000
Repaying of term loan	25,000,000.0
Maturity date			Apr. 01, 2023
Accelerated principal amount			$ 66,300,000
Debt instrument redemption amount			$ 76,900,000
Debt instrument redemption price percentage			115.00%
Accrued, Unpaid interest			$ 300,000
Base percentage used to calculate current event of default acceleration			0.80
Warrant exercisable to common stock percentage			200.00%
Warrants consecutive trading days \| TradingDay			20
Warrants to purchase shares, exercise price \| $ / shares			$ 0.01
Common stock issued subject to satisfy obligation to repay acceleration amount \| shares			3,474,814											5,838,096
Notes extinguished in exchange for debt repayment			$ 25,000,000.0
High Trail \| High Trail Debt Repayment
Debt Instrument [Line Items]
Loss on extinguishment										107,000,000.0
High Trail \| High Trail April 2021 Notes Repayment
Debt Instrument [Line Items]
Loss on extinguishment										28,200,000
High Trail \| High Trails Term Loan
Debt Instrument [Line Items]
Available balance of credit facility	25,000,000.0									25,000,000.0
High Trail \| Credit Facility
Debt Instrument [Line Items]
Loss on extinguishment										$ 1,500,000
High Trail \| Minimum
Debt Instrument [Line Items]
Increase minimum cash threshold covenant			$ 15,000,000.0
Beneficial ownership limit, percentage			9.99%
High Trail \| Maximum
Debt Instrument [Line Items]
Increase minimum cash threshold covenant			$ 30,000,000.0
Securities Purchase Agreement \| High Trail February 2021 Note \| 0% Coupon Senior Secured Promissory Note \| Investor
Debt Instrument [Line Items]
Aggregate principal amount							$ 16,500,000
Interest rate							0.00%
Maturity date							Feb. 01, 2023
Securities Purchase Agreement \| High Trail Loans
Debt Instrument [Line Items]
Cash payments						$ 57,700,000
Securities Purchase Agreement \| High Trail Loans \| Common Stock
Debt Instrument [Line Items]
Warrants to purchase shares \| shares						2,259,166
Securities Purchase Agreement \| High Trail Loans \| Senior Secured Promissory Notes \| Private Placement
Debt Instrument [Line Items]
Aggregate principal amount						$ 110,000,000.0
Interest rate						8.00%
Maturity date						Apr. 08, 2024
April Letter Agreement
Debt Instrument [Line Items]
Common stock shares issued \| shares						130,000
SPA Amendment
Debt Instrument [Line Items]
Warrant amendment description										The Warrant Amendments amended the February Warrant, the Penny Warrant and the Additional Warrant to amend the definition of “Black Scholes Value” in each warrant to provide that the expected volatility used in the Black Scholes Value shall equal 100% instead of the greater of 100% and the 100-day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365-day annualization factor) as of the trading day immediately following the public announcement of a Change of Control (as defined in each of the warrants), or, if the Change of Control is not publicly announced, the date the Change of Control is consummated.
Letter Agreements \| High Trail April 2021 Notes
Debt Instrument [Line Items]
Base percentage used to calculate current event of default acceleration				0.80
Payment in cash of current event of default acceleration amount				$ 10,100,000
Payment in shares of current event of default acceleration amount				$ 11,700,000											$ 11,700,000
Payment in shares of current event of default acceleration shares \| shares				2,841,251
Share price \| $ / shares				$ 4.1007
London Interbank Offered Rate (LIBOR) \| Horizon Term Loan
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate													9.90%
Description of variable rate basis										one-month LIBOR
MidCap Credit Facility
Debt Instrument [Line Items]
Credit facility maximum borrowing amount		$ 40,000,000.0						30,000,000.0	$ 25,000,000.0
Additional increase in borrowing amount								50,000,000.0	$ 50,000,000.0
Line of credit facility, unused capacity, commitment fee percentage		0.50%							0.50%
Debt offset against and expense over the term		3 years											3 years
Aggregate principal amount		$ 110,000,000.0
Line of credit facility, minimum liquidity financial covenant requirement in cash on hand								6,500,000
Line of credit, outstanding	$ 0									$ 0	12,900,000
Available balance of credit facility											$ 1,400,000
Loss on extinguishment										$ 1,500,000
Gross proceeds received		$ 27,600,000
Warrants to purchase shares \| shares		200,000
Warrants to purchase shares, exercise price \| $ / shares	$ 4.70									$ 4.70
Common stock, par value \| $ / shares		$ 0.0001
Credit facility, interest rate per annum		5.50%
Line of credit facility, maximum liquidity requirements during the period		$ 12,500,000
Line of credit facility, maximum liquidity requirements at all other times		$ 15,000,000.0
Line of credit facility, covenant terms										The Credit Agreement minimum liquidity covenant 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.
Warrants term										10 years
MidCap Credit Facility \| Senior Secured Note
Debt Instrument [Line Items]
Aggregate principal amount								$ 43,000,000.0
MidCap Credit Facility \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate									5.75%
Revolving Credit Facility
Debt Instrument [Line Items]
Loss on extinguishment										$ 1,532,000
Revolving Credit Facility \| Terminated Credit Agreement
Debt Instrument [Line Items]
Prepayment fee, percentage						4.30%

Credit Facility and Term Loans - Schedule of Credit Facility and Term Loans (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Less-current portion		$ (21,600)
Term loan-non current portion		36,483
Total MidCap Credit Facility – December 2021	$ 32,845	12,190
MidCap Credit Facility
Debt Instrument [Line Items]
MidCap Credit Facility – December 2021	34,119
Less: deferred debt issuance costs	(691)
Less: discount associated with issuance of warrants	(583)
Total MidCap Credit Facility – December 2021	$ 32,845
High Trail Loan December 2020 Note
Debt Instrument [Line Items]
High Trail Note		43,000
Less: deferred debt issuance costs		(2,207)
Less: discount associated with issuance of warrants		(9,839)
Less: discount associated with original issuance of loan		(4,692)
High Trail warrant		31,821
Total December 2020 Note		58,083
Less-current portion		(21,600)
Term loan-non current portion		$ 36,483

Credit Facility and Term Loans - Schedule of Interest Expense, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Debt Disclosure [Abstract]
Interest expense	$ 13,250	$ 5,038	$ 4,532
Interest income	(595)	(59)	(146)
Total interest expense, net	$ 12,655	$ 4,979	$ 4,386

Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions				12 Months Ended
	Jun. 10, 2021	Aug. 26, 2020	Jun. 14, 2019	Dec. 31, 2021
Stockholders Equity [Line Items]
Common stock, voting rights				The Company has one class of common shares issued and available. Each share of common stock has the right to one vote per share
Initial Public Offering
Stockholders Equity [Line Items]
Issuance of common stock, shares			3,600,000
Shares issued, price per share			$ 10.00
Net proceeds from sale of common stock			$ 29.4
Follow-on Public Offering
Stockholders Equity [Line Items]
Issuance of common stock, shares		3,860,710
Shares issued, price per share		$ 7.00
Net proceeds from sale of common stock		$ 23.4
Underwriting discounts and commissions		2.2
Other offering expenses		$ 1.4
Private Placement
Stockholders Equity [Line Items]
Sale of stock, number of shares issued in transaction	2,666,667
Sale of stock, price per share	$ 15.00
Sale of stock, proceeds net of offering costs	$ 36.7

Stock-Based Compensation - Additional Information (Details)	12 Months Ended
	Dec. 31, 2021 USD ($) shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options exercisable period	10 years
Total unrecognized compensation expense related to unvested options, expects to recognize over estimated weighted average period	2 months 1 day
Stock options granted	0
Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total unrecognized compensation expense related to unvested options \| $	$ 100,000
Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total unrecognized compensation expense related to unvested options, expects to recognize over estimated weighted average period	1 year 1 month 28 days
Total unrecognized compensation expense related to unvested shares of restricted common stock \| $	$ 20,100,000
Share-based Compensation Award, Tranche One
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options vesting period	4 years
Share-based Compensation Award, Tranche One \| Vesting on First Anniversary
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options vesting percentage	25.00%
Share-based Compensation Award, Tranche One \| Vesting Over Succeeding 36 Months
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options vesting period	36 months
Options vesting percentage	75.00%
Share-based Compensation Award, Tranche Two
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options vesting period	3 years
Share-based Compensation Award, Tranche Two \| Vesting on First Anniversary
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options vesting percentage	33.33%
Share-based Compensation Award, Tranche Two \| Vesting Over Succeeding 24 Months
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options vesting period	24 months
Options vesting percentage	66.66%
Aterian 2014 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares reserved for future issuance	60,509
2018 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares reserved for future issuance	347,313
2019 Equity Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares reserved for future issuance	0
2019 Equity Plan \| Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of restricted shares issued and outstanding	70.00%
2019 Equity Plan \| Share-based Compensation Award, Tranche One \| Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Award vesting date	Mar. 13, 2020
2019 Equity Plan \| Share-based Compensation Award, Tranche Two \| Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Award vesting date	Dec. 15, 2020
2019 Equity Plan \| Share-based Compensation Award, Tranche Three, Vesting Date 1 \| Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Award vesting date	Jan. 18, 2021
2019 Equity Plan \| Share-based Compensation Award, Tranche Three, Vesting Date 2 \| Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Award vesting date	Mar. 10, 2021
2019 Equity Plan \| Share-based Compensation Award, Tranche Four, Vesting Date 1 \| Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Award vesting date	Jul. 01, 2021
2019 Equity Plan \| Share-based Compensation Award, Tranche Four, Vesting Date 2 \| Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Award vesting date	Dec. 14, 2021

Stock-Based Compensation - Summary of Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Options Outstanding, Number of Options, Shares, Beginning Balance	1,570,728
Options Outstanding, Number of Options, Granted, Shares	0
Options Outstanding, Number of Options, Exercised, Shares	(1,011,422)
Options Outstanding, Number of Options, Cancelled, Shares	(36,401)
Options Outstanding, Number of Options, Shares, Ending Balance	522,905	1,570,728
Options Outstanding, Number of Options Exercisable, Shares, as of December 31, 2021	520,256
Options Outstanding, Number of Options, Vested and expected to vest, Shares as of December 31, 2021	522,905
Options Outstanding, Weighted Average Exercise Price, Beginning Balance	$ 9.09
Options Outstanding, Weighted Average Exercise Price, Exercised	9.00
Options Outstanding, Weighted Average Exercise Price, Cancelled	9.17
Options Outstanding, Weighted Average Exercise Price, Ending Balance	9.25	$ 9.09
Options Outstanding, Weighted Average Exercise Price, Exercisable as of December 31, 2021	9.25
Options Outstanding, Weighted Average Exercise Price, Vested and expected to vest as of December 31, 2021	$ 9.25
Options Outstanding, Weighted Average Remaining Contractual Life (Years)	6 years 9 months 7 days	7 years 8 months 15 days
Options Outstanding, Weighted Average Remaining Contractual Life (Years), Exercisable as of December 31, 2021	6 years 9 months 7 days
Options Outstanding, Weighted Average Remaining Contractual Life (Years), Vested and expected to vest as of December 31, 2021	6 years 9 months 7 days
Options Outstanding, Aggregate Intrinsic Value, Beginning Balance	$ 12,756
Options Outstanding, Aggregate Intrinsic Value, Ending Balance	25,971	$ 12,756
Options Outstanding, Aggregate Intrinsic Value, Exercisable as of December 31, 2021	25,971
Options Outstanding, Aggregate Intrinsic Value, Vested and expected to vest as of December 31, 2021	$ 25,971

Stock-Based Compensation - Summary of Restricted Stock Activity (Details) - Restricted Stock	12 Months Ended
	Dec. 31, 2021 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares, Nonvested at January 1, 2021 \| shares	3,259,389
Shares, Granted \| shares	2,028,547
Shares, Vested \| shares	(2,798,872)
Shares, Forfeited \| shares	(382,884)
Shares, Nonvested at December 31, 2021 \| shares	2,106,180
Weighted Average Grant-Date Fair Value, Nonvested at January 1, 2020 \| $ / shares	$ 13.51
Weighted Average Grant-Date Fair Value, Granted \| $ / shares	15.56
Weighted Average Grant-Date Fair Value, Vested \| $ / shares	13.56
Weighted Average Grant-Date Fair Value, Forfeited \| $ / shares	14.59
Weighted Average Grant-Date Fair Value, Nonvested at December 31, 2021 \| $ / shares	$ 14.94

Stock-Based Compensation - Summary of Total Stock-based Compensation Expense by Function (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	$ 28,987	$ 22,716	$ 34,681
Sales and Distribution Expenses
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	6,809	2,533	7,358
Research and Development Expense
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	5,339	3,965	5,711
General and Administrative Expense
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	$ 16,839	$ 16,218	$ 21,612

Commitment and Contingencies - Additional Information (Details) $ in Thousands				12 Months Ended
	Mar. 10, 2022 USD ($)	Jun. 10, 2021 USD ($) shares	May 02, 2021 USD ($) Installment	Dec. 31, 2021 USD ($)	Nov. 30, 2021 USD ($)	Sep. 30, 2021 USD ($)	May 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Commitment And Contingencies [Line Items]
Inventory purchased				$ 32,300				$ 55,000
Sales tax payable current				678				$ 457
Settlement Agreement
Commitment And Contingencies [Line Items]
Agreement date			May 2, 2021
Payment to suppliers			$ 3,000
Number of installments \| Installment			3
Settlement Agreement \| Prepaid Expenses and Other Current Assets
Commitment And Contingencies [Line Items]
Prepaid asset				4,100
Securities Class Action \| Subsequent Event
Commitment And Contingencies [Line Items]
Litigation settlement	$ 1,300
Securities Purchase Agreement \| Sabby Volatility Warrant Master Fund Ltd
Commitment And Contingencies [Line Items]
Sale of stock, number of shares issued in transaction \| shares		400,000
Sale of stock, proceeds net of offering costs		$ 6,000
First Payment \| Settlement Agreement
Commitment And Contingencies [Line Items]
Payment to suppliers							$ 1,000
Settlement received				$ 1,000
Second Payment \| Settlement Agreement
Commitment And Contingencies [Line Items]
Payment to suppliers						$ 1,000
Third Payment \| Settlement Agreement
Commitment And Contingencies [Line Items]
Payment to suppliers					$ 1,000

Income Taxes - Schedule of Provision for Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Domestic	$ (233,846)	$ (62,985)	$ (58,718)
International	(1,646)	(93)	(42)
LOSS BEFORE INCOME TAXES	$ (235,492)	$ (63,078)	$ (58,760)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 940
-SubTopic 20
-Section 25
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=123384075&loc=d3e41242-110953

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(8))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI http://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

Income Taxes - Schedule of Components of Income Tax Provision (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current:
Federal	$ 0	$ 0	$ 0
State	72	28	21
Foreign	265	0	8
Total current	337	28	29
Deferred:
Federal	253	0	0
State	32	20	0
Foreign	(90)	0	0
Total deferred	195	20	0
Income tax provision	$ 532	$ 48	$ 29

Income Taxes - Schedule of Federal Statutory Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Income tax benefit at statutory rates	$ (49,454)	$ (13,246)	$ (12,339)
Permanent differences	3	6,434	325
Debt Extinguishment	33,746
Warrant Liabilities	11,066
Stock Compensation	10,602
Change in FV contingent consideration	(3,143)
Foreign rate differential	(44)	(4)	(4)
State income taxes, net of federal tax benefit	(6,424)	(2,056)	(2,034)
Other	264	313	45
Prior Year True-Up Adjustments	(5,577)
Valuation allowance	9,493	8,607	14,036
Income tax provision	$ 532	$ 48	$ 29

Income Taxes - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Taxes Disclosure [Line Items]
Effective tax rate	0.23%	0.08%
Operating loss carry forwards	$ 152.0	$ 87.0
Operating loss carry forwards expiration year	2034	2034
Description of ownership limitations	The Company’s ability to utilize its NOL carryforwards may be limited pursuant to Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), if the Company has had a change in ownership of more than 50% of its capital stock over a three-year period pursuant to Section 382 of the Code. These complex changes of ownership rules generally focus on ownership changes involving stockholders owning directly or indirectly 5% or more of a company’s stock, including certain public “groups” of stockholders as set forth by Section 382 of the Code, including those arising from new stock issuances and other equity transactions.
Other Current Liabilities
Income Taxes Disclosure [Line Items]
Payroll related credits	$ 1.3
State and Local Jurisdiction
Income Taxes Disclosure [Line Items]
Operating loss carry forwards	$ 79.5	$ 45.8
State and Local Jurisdiction \| Earliest Tax Year 2025
Income Taxes Disclosure [Line Items]
Operating loss carry forwards expiration year	2025	2025
State and Local Jurisdiction \| Latest Tax Year 2035
Income Taxes Disclosure [Line Items]
Operating loss carry forwards expiration year	2035	2035

Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Sales returns reserve	$ 130	$ 133
Net operating loss carryforwards	36,250	21,070
Stock options	3,592	12,336
Deferred revenue	15	14
Interest expense limitation	10,151	2,392
Intangibles	0	58
Other	2,364	1,917
Less: valuation allowances	(47,316)	(37,823)
Net deferred tax assets	5,186	97
Deferred tax liabilities:
Fixed assets	(18)	(14)
Goodwill	(1,528)	(103)
Prepaid Expenses	(3,562)
Intangibles	(560)
Contingent Consideration	(1,084)
Other	(130)
Net deferred tax liabilities	(6,882)	(117)
Net deferred tax assets (liabilities)	$ (1,696)	$ (20)

Related Party Transactions - Additional Information (Details)	Nov. 01, 2018
Voting Agreement
Related Party Transaction [Line Items]
Percentage of voting power of capital stock outstanding	19.90%

Net Loss Per Share - Schedule of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Earnings Per Share [Abstract]
Net loss	$ (236,024)	$ (63,126)	$ (58,789)
Weighted-average number of shares used in computing net loss per share, basic and diluted	35,379,005	17,167,999	13,516,844
Net loss per share, basic and diluted	$ (6.67)	$ (3.68)	$ (4.35)
Anti-dilutive shares excluded from computation of net loss per share (in shares)	3,027,361	4,975,759	3,595,078

- Definition

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

+ References

+ Details

Acquisition - Additional Information (Details)							1 Months Ended	12 Months Ended
Acquisition - Additional Information (Details)	May 06, 2021 USD ($)	May 05, 2021 USD ($) shares	Feb. 02, 2021 USD ($) shares	Dec. 01, 2020 USD ($) $ / shares shares	Aug. 26, 2020 USD ($)	Sep. 10, 2019 USD ($)	Nov. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($)	Dec. 31, 2022 USD ($)
Business Acquisition [Line Items]
Business acquisition, earn-out payments							$ 3,800,000	$ 3,750,000
Common stock issued								5,000	$ 3,000
Acquisition date, initial fair value anoint of earn-out payment				$ 9,800,000
Change in fair value of contingent earn-out liabilities								(30,529,000)	12,731,000
Business combination, contingent consideration earn out amount								9,223,000	22,531,000
Aussie Health Assets
Business Acquisition [Line Items]
Total consideration						$ 1,300,000
Total consideration paid by cash						1,100,000
Working capital paid, related to inventory purchased within sixty days of closing						$ 100,000
Maximum period after closing date to pay working capital related to inventory purchased						60 days
Payment in cash						$ 1,100,000
Business acquisition, inventory acquired						297,000
Aussie Health Assets \| Promissory Note
Business Acquisition [Line Items]
Consideration paid in form of unsecured promissory note						$ 200,000
Accrued interest rate per annum						8.00%
Maturity date						Jun. 10, 2020
Truweo Assets
Business Acquisition [Line Items]
Total consideration					$ 16,400,000
Total consideration paid by cash					$ 14,000,000.0
Date of completion of Acquisition					Aug. 26, 2020
Payment in cash					$ 14,000,000.0
Business acquisition, inventory acquired					595,000
Truweo Assets \| Promissory Note
Business Acquisition [Line Items]
Consideration paid in form of unsecured promissory note					$ 2,400,000
Accrued interest rate per annum					8.00%
Maturity date					Aug. 22, 2022
Principal amount and accrued interest payments					$ 600,000
First principal amount and accrued interest payments due date					Nov. 30, 2021
Second principal amount and accrued interest payments due date					Feb. 28, 2022
Third principal amount and accrued interest payments due date					May 31, 2022
Smash Assets
Business Acquisition [Line Items]
Total consideration				$ 25,000,000.0
Date of completion of Acquisition				Dec. 01, 2020
Business combination, consideration transferred, common stock issued \| shares				4,220,000
Closing stock price \| $ / shares				$ 6.89
Value of certain inventory				$ 15,600,000
Business acquisition, inventory acquired				$ 16,419,000
Business combination, contingent consideration earn out amount								$ 5,240,000	22,531,000
Smash Assets \| Sellers Brokers
Business Acquisition [Line Items]
Business combination, consideration transferred, common stock issued \| shares				164,000
Smash Assets \| Year One Earn-Out
Business Acquisition [Line Items]
Business combination contingent consideration contribution margin ratio								1.67
Business combination contingent consideration earn out margin \| $ / shares								$ 1.00
Business combination, contingent consideration earn out amount, minimum								$ 15,500,000
Business combination, contingent consideration earn out amount, maximum								18,500,000
Business combination contingent consideration arrangements earn out maximum								5,000,000.0
Business combination contingent consideration earnout fair value								0.0	22,500,000
Change in fair value of contingent earn-out liabilities									$ 12,700,000
Smash Assets \| Year Two Earn-Out \| Forecast
Business Acquisition [Line Items]
Business combination, contingent consideration earn out amount, maximum										$ 15,500,000
Business combination contingent consideration earn out generated amount										500,000
Business combination contingent consideration subject to cap										27,500,000
Business combination contingent consideration entitled to receive amount in cash equal to shares										100,000
Business combination contingent consideration earnout fair value										$ 5,200,000
Smash Assets \| Sellers Brokers
Business Acquisition [Line Items]
Business combination, consideration transferred, common stock issued \| shares				164,000
Healing Solutions LLC
Business Acquisition [Line Items]
Total consideration paid by cash			$ 15,300,000
Business combination, consideration transferred, common stock issued \| shares			1,387,759
Payment in cash			$ 15,300,000
Withheld of cash purchase price to serve collateral for sellers payment			$ 2,000,000.0
Withheld of cash purchase price payment period			within 60 days of the Closing Date
Business combination, acquired receivables, description			The shares will be issued to Healing Solutions following the final determination of inventory values pursuant to the terms of the Asset Purchase Agreement, which determination is expected to occur approximately nine to ten months following the Closing Date and such shares will be subject to vesting restrictions which will lapse on the date that is the one-year anniversary after the Closing Date.
Business acquisition, inventory acquired			$ 5,285,000
Business acquisition, earn-out payments								3,750,000
Cash purchase price			15,280,000
Acquisition date, initial fair value anoint of earn-out payment			$ 16,500,000
Business combination contingent consideration earnout fair value							$ 1,400,000
Change in fair value of contingent earn-out liabilities								$ 0
Healing Solutions LLC \| After 15 Months Following Closing Date
Business Acquisition [Line Items]
Business combination, consideration transferred, common stock issued \| shares								0
Healing Solutions LLC \| Nine Months Following Closing Date
Business Acquisition [Line Items]
Business combination, consideration transferred, common stock issued \| shares								528,670
Healing Solutions LLC \| After Nine Months But Before 12 Months Following Closing Date
Business Acquisition [Line Items]
Business combination, consideration transferred, common stock issued \| shares								396,502
Healing Solutions LLC \| After12 Months But Before 15 Months Following Closing Date
Business Acquisition [Line Items]
Business combination, consideration transferred, common stock issued \| shares								264,335
Healing Solutions LLC \| Common Stock
Business Acquisition [Line Items]
Business combination, consideration transferred, common stock issued \| shares			1,387,759
Entitled to receive number of shares of common stock \| shares			170,042
Healing Solutions LLC \| Common Stock \| Maximum
Business Acquisition [Line Items]
Entitled to receive number of shares of common stock \| shares			280,000
Healing Solutions LLC \| Common Stock \| After 15 Months Following Closing Date \| Maximum
Business Acquisition [Line Items]
Entitled to receive number of shares of common stock \| shares			528,670
Squatty Potty, LLC
Business Acquisition [Line Items]
Total consideration paid by cash		$ 19,000,000.0
Payment in cash		19,000,000.0
Business acquisition, inventory acquired		1,100,000
Business acquisition, earn-out payments								$ 4,000,000.0
Business acquisition, payment for transition services								8,000,000.0
Cash purchase price		19,040,000
Acquisition date, initial fair value anoint of earn-out payment	$ 3,500,000
Business combination contingent consideration earnout fair value								4,000,000.0
Change in fair value of contingent earn-out liabilities								500,000
Business combination, contingent consideration earn out amount								3,983,000
Squatty Potty, LLC \| Event Occurs in 12 Months Ending 12/31/2021
Business Acquisition [Line Items]
Business combination, contingent consideration earn out amount, maximum								3,900,000
Squatty Potty, LLC \| Event Occurs in Six Months Following Closing Date
Business Acquisition [Line Items]
Business combination, contingent consideration earn out amount								3,900,000
Photo Paper Direct Ltd.
Business Acquisition [Line Items]
Total consideration paid by cash		$ 8,300,000
Business combination, consideration transferred, common stock issued \| shares		704,548
Payment in cash		$ 8,300,000
Business acquisition, earn-out payments								6,000,000.0
Cash purchase price		8,293,000
Common stock issued								2,000,000.0
Acquisition date, initial fair value anoint of earn-out payment	$ 900,000
Business combination contingent consideration earnout fair value								0.0
Change in fair value of contingent earn-out liabilities								$ 900,000
Photo Paper Direct Ltd. \| Inventory and Other Working Capital Assets, Including Cash on Hand
Business Acquisition [Line Items]
Business acquisition, assets acquired		5,400,000
Cash purchase price		$ 3,000,000.0
Photo Paper Direct Ltd. \| Common Stock
Business Acquisition [Line Items]
Business combination, consideration transferred, common stock issued \| shares		704,500

Acquisition - Allocation of Purchase Price to Assets Acquired and Liabilities Assumed Based on Estimated Fair Values at Acquisition Date (Details) - USD ($) $ in Thousands	Dec. 31, 2021	May 05, 2021	Feb. 02, 2021	Dec. 31, 2020	Dec. 01, 2020	Aug. 26, 2020	Sep. 10, 2019
Business Acquisition [Line Items]
Goodwill	$ 119,941			$ 47,318
Aussie Health Assets
Business Acquisition [Line Items]
Inventory							$ 297
Goodwill							745
Intangible assets							333
Net assets acquired							1,375
Total consideration to be paid							1,375
Aussie Health Assets \| Trademarks
Business Acquisition [Line Items]
Intangible assets							$ 310
Truweo Assets
Business Acquisition [Line Items]
Inventory						$ 595
Goodwill						11,834
Intangible assets						4,011
Net assets acquired						16,440
Total consideration to be paid						16,440
Truweo Assets \| Trademarks
Business Acquisition [Line Items]
Intangible assets						$ 3,900
Smash Assets
Business Acquisition [Line Items]
Inventory					$ 16,419
Goodwill					34,739
Production deposits					3,382
AP and other liabilities					(3,088)
Preliminary allocation of purchase price to assets acquired and liabilities assumed					79,052
Smash Assets \| Trademarks
Business Acquisition [Line Items]
Intangible assets					$ 27,600
Healing Solutions LLC
Business Acquisition [Line Items]
Inventory			$ 5,285
Net assets acquired			71,292
Cash purchase price			15,280
Shares of common stock issued			39,454
Estimated earnout liability			11,273
Total consideration to be paid			71,292
Healing Solutions LLC \| Trademarks
Business Acquisition [Line Items]
Intangible assets			$ 22,900
Squatty Potty, LLC
Business Acquisition [Line Items]
Inventory		$ 1,100
Goodwill		16,872
Net assets acquired		30,773
Cash purchase price		19,040
Estimated earnout liability		3,502
Total consideration to be paid		30,773
Transition services payments		8,231
Squatty Potty, LLC \| Trademarks
Business Acquisition [Line Items]
Intangible assets		6,500
Photo Paper Direct Ltd.
Business Acquisition [Line Items]
Goodwill		15,774
Deferred tax liability		(1,481)
Net assets acquired		25,617
Cash purchase price		8,293
Shares of common stock issued		11,075
Estimated earnout liability		911
Total consideration to be paid		25,617
Working capital adjustment		5,338
Photo Paper Direct Ltd. \| Trademarks
Business Acquisition [Line Items]
Intangible assets		$ 5,400

Acquisition - Amounts Assigned to Goodwill and Major Intangibles Asset Classifications (Details) - USD ($) $ in Thousands	May 06, 2021	Feb. 02, 2021	Dec. 01, 2020	Aug. 26, 2020	Sep. 10, 2019	Dec. 31, 2021	May 05, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Goodwill						$ 119,941		$ 47,318
Aussie Health Assets
Business Acquisition [Line Items]
Goodwill					$ 745
Intangible assets					333
Net intangible assets					1,078
Net assets acquired					1,375
Truweo Assets
Business Acquisition [Line Items]
Goodwill				$ 11,834
Intangible assets				4,011
Net intangible assets				15,845
Net assets acquired				16,440
Smash Assets
Business Acquisition [Line Items]
Goodwill			$ 34,739
Net intangible assets			62,339
Healing Solutions LLC
Business Acquisition [Line Items]
Net assets acquired		$ 71,292
Squatty Potty, LLC
Business Acquisition [Line Items]
Goodwill							$ 16,872
Net assets acquired							30,773
Photo Paper Direct Ltd.
Business Acquisition [Line Items]
Goodwill							15,774
Net assets acquired							25,617
Deferred tax liability							(1,481)
Trademarks \| Aussie Health Assets
Business Acquisition [Line Items]
Intangible assets					$ 310
Useful life (in years)					5 years
Trademarks \| Truweo Assets
Business Acquisition [Line Items]
Intangible assets				$ 3,900
Useful life (in years)				10 years
Trademarks \| Smash Assets
Business Acquisition [Line Items]
Intangible assets			$ 27,600
Useful life (in years)			10 years
Trademarks \| Healing Solutions LLC
Business Acquisition [Line Items]
Intangible assets		$ 22,900
Useful life (in years)		10 years
Trademarks \| Squatty Potty, LLC
Business Acquisition [Line Items]
Intangible assets							6,500
Useful life (in years)	10 years
Trademarks \| Photo Paper Direct Ltd.
Business Acquisition [Line Items]
Intangible assets							5,400
Useful life (in years)	10 years
Non-Competition Agreement \| Aussie Health Assets
Business Acquisition [Line Items]
Intangible assets					$ 12
Useful life (in years)					3 years
Non-Competition Agreement \| Truweo Assets
Business Acquisition [Line Items]
Intangible assets				$ 100
Non-Competition Agreement \| Truweo Assets \| Maximum
Business Acquisition [Line Items]
Useful life (in years)				1 year
Transition Services Agreement \| Aussie Health Assets
Business Acquisition [Line Items]
Intangible assets					$ 11
Transition Services Agreement \| Aussie Health Assets \| Maximum
Business Acquisition [Line Items]
Useful life (in years)					1 year
Transition Services Agreement \| Truweo Assets
Business Acquisition [Line Items]
Intangible assets				$ 11
Useful life (in years)				3 years
Inventory \| Healing Solutions LLC
Business Acquisition [Line Items]
Intangible assets		$ 8,215
Inventory \| Squatty Potty, LLC
Business Acquisition [Line Items]
Intangible assets							1,471
Inventory \| Photo Paper Direct Ltd.
Business Acquisition [Line Items]
Intangible assets							2,846
Working Capital \| Healing Solutions LLC
Business Acquisition [Line Items]
Intangible assets		202
Working Capital \| Squatty Potty, LLC
Business Acquisition [Line Items]
Intangible assets							230
Working Capital \| Photo Paper Direct Ltd.
Business Acquisition [Line Items]
Intangible assets							2,144
Customer Relations \| Healing Solutions LLC
Business Acquisition [Line Items]
Goodwill		$ 39,975
Customer Relations \| Squatty Potty, LLC
Business Acquisition [Line Items]
Intangible assets							5,700
PP&E \| Photo Paper Direct Ltd.
Business Acquisition [Line Items]
Intangible assets							86
Real Property \| Photo Paper Direct Ltd.
Business Acquisition [Line Items]
Intangible assets							$ 848

Acquisition - Allocation of Purchase Price to Assets Acquired and Liabilities Assumed Based on Estimated Fair Values at Acquisition Date (Parenthetical) (Details) - shares	May 05, 2021	Feb. 02, 2021
Healing Solutions LLC
Business Acquisition [Line Items]
Business acquisition shares issued		1,387,759
Business combination, consideration transferred, common stock issued		1,387,759
Photo Paper Direct Ltd.
Business Acquisition [Line Items]
Business acquisition shares issued	704,548
Business combination, consideration transferred, common stock issued	704,548

Acquisition - Amounts Assigned to Goodwill and Major Intangibles Asset Classifications (Parenthetical) (Details) - USD ($) $ in Thousands	May 06, 2021	Feb. 02, 2021	May 05, 2021
Photo Paper Direct Ltd.
Business Acquisition [Line Items]
Deferred tax liability			$ 1,481
Trademarks \| Healing Solutions LLC
Business Acquisition [Line Items]
Useful life (in years)		10 years
Trademarks \| Squatty Potty, LLC
Business Acquisition [Line Items]
Useful life (in years)	10 years
Trademarks \| Photo Paper Direct Ltd.
Business Acquisition [Line Items]
Useful life (in years)	10 years

Acquisition - Pro Forma Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Business Acquisition [Line Items]
Net revenue as reported	$ 247,767	$ 185,704	$ 114,451
Net revenue pro forma	264,725	387,277	167,146
Operating loss as reported	(34,077)	(34,751)	(54,333)
Operating loss (income) pro forma	(30,771)	639	(46,244)
Aussie Health Assets
Business Acquisition [Line Items]
Net revenue			1,759
Operating income			310
Smash Assets
Business Acquisition [Line Items]
Net revenue as reported		16,100
Net revenue		83,132	42,994
Operating loss as reported		4,500
Operating income		15,221	4,163
Truweo Assets
Business Acquisition [Line Items]
Net revenue as reported		1,600
Net revenue		11,155	7,942
Operating loss as reported		700
Operating income		5,484	$ 3,616
Healing Solutions LLC
Business Acquisition [Line Items]
Net revenue as reported	33,100
Net revenue	4,600	78,646
Operating loss as reported	10,700
Operating income	382	7,792
Squatty Potty, LLC
Business Acquisition [Line Items]
Net revenue as reported	10,100
Net revenue	6,024	14,919
Operating loss as reported	4,200
Operating income	1,772	3,529
Photo Paper Direct Ltd.
Business Acquisition [Line Items]
Net revenue as reported	11,600
Net revenue	6,334	13,721
Operating loss as reported	1,300
Operating income	$ 1,152	$ 3,364

Acquisition - Pro Forma Information (Parenthetical) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Business Acquisition [Line Items]
NET REVENUE	$ 247,767	$ 185,704	$ 114,451
Operating income (loss)	(34,077)	(34,751)	$ (54,333)
Smash Assets
Business Acquisition [Line Items]
NET REVENUE		16,100
Operating income (loss)		4,500
Truweo Assets
Business Acquisition [Line Items]
NET REVENUE		1,600
Operating income (loss)		$ 700
Healing Solutions LLC
Business Acquisition [Line Items]
NET REVENUE	33,100
Operating income (loss)	10,700
Squatty Potty, LLC
Business Acquisition [Line Items]
NET REVENUE	10,100
Operating income (loss)	4,200
Photo Paper Direct Ltd.
Business Acquisition [Line Items]
NET REVENUE	11,600
Operating income (loss)	$ 1,300

- Definition

+ References

+ Details

Acquisition - Summary of Changes in Carrying Value of Estimated Contingent Earn-Out Liabilities (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Nov. 30, 2021	Dec. 31, 2021
Business Acquisition [Line Items]
Beginning Balance		$ 22,531
Acquisition date fair value of contingent earn-out liabilities and inventory to be settled in shares		20,971
Change in fair value of contingent earn-out liabilities		(30,529)
Payment of contingent earn-out liability	$ (3,800)	(3,750)
Ending Balance		9,223
Smash Assets
Business Acquisition [Line Items]
Beginning Balance		22,531
Change in fair value of contingent earn-out liabilities		(17,291)
Ending Balance		5,240
Healing Solutions LLC
Business Acquisition [Line Items]
Acquisition date fair value of contingent earn-out liabilities and inventory to be settled in shares		16,558
Change in fair value of contingent earn-out liabilities		(12,808)
Payment of contingent earn-out liability		(3,750)
Squatty Potty, LLC
Business Acquisition [Line Items]
Acquisition date fair value of contingent earn-out liabilities and inventory to be settled in shares		3,502
Change in fair value of contingent earn-out liabilities		481
Payment of contingent earn-out liability		(4,000)
Ending Balance		3,983
Photo Paper Direct Ltd.
Business Acquisition [Line Items]
Acquisition date fair value of contingent earn-out liabilities and inventory to be settled in shares		911
Change in fair value of contingent earn-out liabilities		(911)
Payment of contingent earn-out liability		$ (6,000)

Acquisition - Summary of Changes in Carrying Value of Estimated Contingent Earn-Out Liabilities (Parenthetical) (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Nov. 30, 2021	Dec. 31, 2021
Business Combinations [Abstract]
Business acquisition, earn-out payments	$ 3,800	$ 3,750
Common stock earn-out payments	$ 1,400
Settlement charge of contingent earn-out liability		$ 4,164

Goodwill and Intangibles - Summary of Changes in Goodwill and Intangible Assets (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Disclosure Of Goodwill And Intangible Assets [Line Items]
Goodwill impairment	$ 0
Net Book Value	119,941,000	$ 47,318,000
Gross Carrying Amount	31,944,000	333,000
Additions	40,500,000	31,611,000
Gross Carrying Amount	72,444,000	31,944,000
Accumulated Amortization	(7,489,000)	(484,000)
Net Book Value	64,955,000	31,460,000
Trademarks
Disclosure Of Goodwill And Intangible Assets [Line Items]
Gross Carrying Amount	31,810,000	310,000
Additions	34,100,000	31,500,000
Gross Carrying Amount	65,910,000	31,810,000
Accumulated Amortization	(6,332,000)	(442,000)
Net Book Value	59,578,000	31,368,000
Non-Competition Agreement
Disclosure Of Goodwill And Intangible Assets [Line Items]
Gross Carrying Amount	111,000	11,000
Additions		100,000
Gross Carrying Amount	111,000	111,000
Accumulated Amortization	(54,000)	(19,000)
Net Book Value	57,000	92,000
Transition Services Agreement
Disclosure Of Goodwill And Intangible Assets [Line Items]
Gross Carrying Amount	23,000	12,000
Additions		11,000
Gross Carrying Amount	23,000	23,000
Accumulated Amortization	(23,000)	(23,000)
Customer Relations
Disclosure Of Goodwill And Intangible Assets [Line Items]
Additions	5,700,000
Gross Carrying Amount	5,700,000
Accumulated Amortization	(380,000)
Net Book Value	5,320,000
Other
Disclosure Of Goodwill And Intangible Assets [Line Items]
Additions	700,000
Gross Carrying Amount	700,000
Accumulated Amortization	(700,000)
Goodwill
Disclosure Of Goodwill And Intangible Assets [Line Items]
Gross Carrying Amount	47,318,000	745,000
Additions	72,623,000	46,573,000
Gross Carrying Amount	119,941,000	47,318,000
Net Book Value	$ 119,941,000	$ 47,318,000

Goodwill and Intangibles - Summary of Estimated Aggregate Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Goodwill And Intangible Assets Disclosure [Abstract]
2022	$ 7,228
2023	7,214
2024	7,171
2025	7,130
2026	7,130
Thereafter	29,082
Total	$ 64,955	$ 31,460

Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands				12 Months Ended
	Mar. 10, 2022	Mar. 01, 2022	Jun. 10, 2021	Dec. 31, 2021	Dec. 31, 2020
Subsequent Event [Line Items]
Common stock, par value				$ 0.0001	$ 0.0001
Proceeds from warrant exercise				$ 9,085
Subsequent Event \| Securities Purchase Agreement \| Common Stock
Subsequent Event [Line Items]
Sale of stock, number of shares issued in transaction		6,436,322
Common stock, par value		$ 0.0001
Subsequent Event \| Securities Purchase Agreement \| Common Stock Warrant
Subsequent Event [Line Items]
Warrants to purchase shares		4,827,242
Share price		$ 2.91
Proceeds from warrant exercise		$ 27,500
Subsequent Event \| Securities Class Action
Subsequent Event [Line Items]
Litigation settlement	$ 1,300
Subsequent Event \| Securities Class Action \| Accounts Payable
Subsequent Event [Line Items]
Litigation settlement	$ 1,300
Pre-Funded Warrants \| Subsequent Event \| Securities Purchase Agreement \| Common Stock Warrant
Subsequent Event [Line Items]
Warrants to purchase shares		3,013,850
Share price		$ 2.9099
Private Placement
Subsequent Event [Line Items]
Sale of stock, number of shares issued in transaction			2,666,667
Private Placement \| Subsequent Event \| Securities Purchase Agreement \| Common Stock Warrant
Subsequent Event [Line Items]
Warrants to purchase shares		2,260,388

Schedule II - Valuation and Qualifying Accounts and Reserves (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Allowance for doubtful accounts
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at Beginning of Period	$ 0	$ 35	$ 0
Charged to Costs & Expenses	0	0	35
Charged to Other Accounts	0	0	0
Accounts Written Off or Deductions	0	(35)	0
Balance at End of Period	0	0	35
Deferred tax valuation allowance
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at Beginning of Period	37,823	29,203	15,167
Charged to Costs & Expenses	0	0	0
Charged to Other Accounts	9,493	8,620	14,036
Accounts Written Off or Deductions	0	0	0
Balance at End of Period	$ 47,316	$ 37,823	$ 29,203