0001437749-23-030994 | 10-Q | XBRL Viewer

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

5.	ACCRUED AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following as of December 31, 2022 and September 30, 2023 (in thousands):

	*December 31, 2022*		*September 30, 2023*
Accrued compensation costs	$	53	$	33
Accrued professional fees and consultants		461		317
Accrued logistics costs		609		1,426
Product related accruals		1,248		907
Sales tax payable		711		899
Sales return reserve		646		431
Accrued fulfillment expense		755		534
Accrued insurance		356		439
Federal payroll taxes payable		1,467		1,243
Accrued interest payable		190		99
Warrant liability		3,473		1,063
All other accruals		4,285		3,349
Accrued and current liabilities	$	14,254	$	10,740

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

Note 12 - Restructuring (Details Textual) $ in Thousands		3 Months Ended	9 Months Ended	12 Months Ended
Note 12 - Restructuring (Details Textual) $ in Thousands	May 09, 2023	Sep. 30, 2023 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)
Restructuring Plan, Effected Employees	50
Restructuring Plan, Effected Contractors	15
Restructuring Charges		$ 400	$ 1,632	$ 0
Restructuring Reserve		193	193	$ 0
Accrued Expenses and Other Current Liabilities [Member]
Restructuring Reserve		200	200
Other Liabilities [Member]
Restructuring Reserve		$ 100	$ 100

Note 2 - Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

Significant Accounting Policies [Text Block]

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Unaudited Interim Financial Information—The accompanying interim Condensed Consolidated Financial Statements are unaudited and have been prepared on the same basis as the audited financial statements and, in the opinion of management, reflect all adjustments necessary for the fair presentation of the Company's financial position as of September 30, 2023 and the results of its operations and its cash flows for the periods ended September 30, 2022 and 2023. The financial data and other information disclosed in these notes related to the three and nine months ended September 30, 2022 and 2023 are also unaudited. The results for the three and nine months ended September 30, 2023 are not necessarily indicative of results to be expected for the year ending December 31, 2023, any other interim periods or any future year or period.

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

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

Restricted Cash—As of December 31, 2022, the Company has classified the following as restricted cash: $0.1 million related to its Chinese subsidiary within “Other Non-current Assets” on the Consolidated Balance Sheets, $2.0 million related to a letter of credit and $0.9 million for cash sweeps account related to the Midcap Credit Facility within "Prepaid and Other Current Assets" on the Consolidated Balance Sheets.

As of September 30, 2023, the Company has classified the following as restricted cash: $0.1 million related to its Chinese subsidiary within “Other Non-current Assets” on the Condensed Consolidated Balance Sheets, $2.0 million related to a letter of credit and $0.4 million for cash sweeps account related to the Midcap Credit Facility within "Prepaid and Other Current Assets" on the Condensed Consolidated Balance Sheets.

Inventory and Cost of Goods Sold—The Company’s inventory consists almost entirely of finished goods. The Company currently records inventory on its balance sheet on a first-in first-out basis, or net realizable value, if it is below the Company’s recorded cost. The Company’s costs include the amounts it pays manufacturers for product, tariffs and duties associated with transporting product across national borders, and freight costs associated with transporting the product from its manufacturers to its warehouses, as applicable. The valuation of our inventory requires us to make judgments, based on available information such as historical data, about the likely method of disposition, such as through sales to individual customers or liquidations, and expected recoverable values of each disposition category. These assumptions about future disposition of inventory are inherently uncertain and changes in our estimates and assumptions may cause us to realize material write-downs in the future.

The “Cost of goods sold” line item in the Condensed Consolidated Statements of Operations consists of the book value of inventory sold to customers during the reporting period. When circumstances dictate that the Company use net realizable value as the basis for recording inventory, it bases its estimates on expected future selling prices less expected disposal costs.

Accounts Receivable—Accounts receivable are stated at historical cost less allowance for doubtful accounts. On a periodic basis, management evaluates its accounts receivable and determines whether to provide an allowance or if any accounts should be written off based on a past history of write-offs, collections and current credit conditions. A receivable is considered past due if the Company has not received payments based on agreed-upon terms. The Company generally does not require any security or collateral to support its receivables. The Company performs ongoing evaluations of its customers and maintains an allowance for bad and doubtful receivables. As of December 31, 2022 and September 30, 2023, the Company had an allowance for doubtful accounts of $0.4 million and $0.3 million.

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

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

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

Revenue from consumer product sales is recorded at the net sales price (transaction price), which includes an estimate of future returns based on historical return rates. There is judgment in utilizing historical trends for estimating future returns. The Company’s refund liability for sales returns was $0.6 million at December 31, 2022 and $0.4 million at September 30, 2023, which is included in accrued liabilities and represents the expected value of the refund that will be due to its customers.

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

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

	*Three Months Ended September 30, 2022*
	(in thousands)
	*Direct*		*Wholesale/Other*		*Total*
North America	$	62,818	$	2,530	$	65,348
Other		978		—		978
Total net revenue	$	63,796	$	2,530	$	66,326

	*Three Months Ended September 30, 2023*
	(in thousands)
	*Direct*		*Wholesale/Other*		*Total*
North America	$	38,314	$	142	$	38,456
Other		1,212		—		1,212
Total net revenue	$	39,526	$	142	$	39,668

	*Nine Months Ended September 30, 2022*
	(in thousands)
	*Direct*		*Wholesale/Other*		*Total*
North America	$	158,399	$	4,415	$	162,814
Other		3,454		—		3,454
Total net revenue	$	161,853	$	4,415	$	166,268

	*Nine Months Ended September 30, 2023*
	(in thousands)
	*Direct*		*Wholesale/Other*		*Total*
North America	$	103,451	$	2,454	$	105,905
Other		3,906		—		3,906
Total net revenue	$	107,357	$	2,454	$	109,811

Net Revenue by Product Categories. The following table sets forth the Company’s net revenue disaggregated by product categories for the three and nine months ended September 30, 2022 and 2023:

	*Three Months Ended September 30,*
	*2022*		*2023*
	(in thousands)
Heating, cooling and air quality	$	27,179	$	15,770
Kitchen appliances		10,504		5,586
Health and beauty		3,661		3,034
Personal protective equipment		516		—
Cookware, kitchen tools and gadgets		5,128		2,408
Home office		3,045		2,116
Housewares		8,787		6,418
Essential oils and related accessories		6,262		3,935
Other		1,244		401
Total net revenue	$	66,326	$	39,668

	*Nine Months Ended September 30,*
	*2022*		*2023*
	(in thousands)
Heating, cooling and air quality	$	56,835	$	29,512
Kitchen appliances		27,438		18,234
Health and beauty		12,452		11,725
Personal protective equipment		1,565		549
Cookware, kitchen tools and gadgets		14,229		8,315
Home office		10,077		7,410
Housewares		23,478		19,558
Essential oils and related accessories		17,102		12,787
Other		3,092		1,721
Total net revenue	$	166,268	$	109,811

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

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

During the three months ended June 30, 2023, the Company had a substantial decrease in its market capitalization, primarily relating to a decrease in share price. Further, the Company continues to see reduced net revenues across its portfolio due primarily to the current macroeconomic environment reducing demand for consumer discretionary goods. Finally, during the three months ending June 30, 2023, the Company implemented a strategy of rationalizing certain less profitable products and reducing its product offering, specifically related to its kitchen appliance products. As a result of this rationalization, along with the reduced demand for its products, the Company has made certain revisions to its internal forecasts for its Paper business and Kitchen appliance business. The Company concluded that these factors were an interim triggering event for the three months ending June 30, 2023 indicating the carrying value of our Paper and Kitchen appliance business’s long-lived assets, including trademarks, may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $22.8 million for the Paper business and Kitchen appliance business during the three months ending June 30, 2023 within impairment loss on intangibles on the condensed consolidated statement of operations. There were no triggering events during the three months ended September 30, 2023.

For the nine months ended September 30, 2022 and 2023, total impairment loss on intangibles were approximately$3.1 million and $39.4 million, respectively.

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 September 30, 2023, the carrying amounts of these instruments approximated their fair values because of their short-term nature. The Company’s credit facility is carried at amortized cost at December 31, 2022 and September 30, 2023 and the carrying amount approximates fair value as the stated interest rate approximates market rates currently available to the Company. The Company considers the inputs utilized to determine the fair value of the borrowings to be Level 2 inputs.

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

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

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

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

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

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

The following table summarizes the fair value of the Company’s financial assets that are measured at fair value as of December 31, 2022 and September 30, 2023 (in thousands):

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

	*September 30, 2023*
	*Fair Value Measurement Category*
	*Level 1*		*Level 2*		*Level 3*
Assets:
Cash and cash equivalents	$	27,955	$	—	$	—
Restricted cash		2,546		—		—
Liabilities:
Fair value of warrant liability		—		—		1,063

A summary of the activity of the Level 3 liabilities carried at fair value on a recurring basis for the Year-ended December 31, 2022 and the nine months ended September 30, 2023 is as follows (in thousands):

	December 31, 2022
Warrants liability as of January 1, 2022	$	—
Change in fair value of warrants		3,473
Warrants liability as of December 31, 2022	$	3,473

	*September 30, 2023*
Warrants liability as of January 1, 2023	$	3,473
Change in fair value of warrants		(2,410	)
Warrants liability as of September 30, 2023	$	1,063

Adopted Accounting Standards

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

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

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

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

Recent Accounting Pronouncements

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

In August 2023, the FASB finalized ASU 2023-ED100, Income Taxes (Topic 740). This ASU provides for certain updates to enhance the transparency about companies’ exposure to changes in tax legislation and the global tax risk they may face. Under the guidance, companies will be required to provide a breakout of amounts paid for taxes between federal, state, and foreign taxing jurisdictions, rather than a lump sum amount. Further, the rate reconciliation will require disaggregation into eight specific categories, with these categories further disaggregated by jurisdiction and for amounts exceeding 5 percent of their domestic tax rate. The rate reconciliation will need to also disclose both dollar amounts and percentages. This standard is effective for fiscal years beginning after December 15, 2024.

Note 4 - Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Prepaid inventory	$ 573	$ 1,342
Restricted cash	2,417	2,926
Prepaid insurance	1,516	1,991
Prepaid freight forwarder	217	576
Other	1,240	1,426
Prepaid expenses and current assets	$ 5,963	$ 8,261

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
BALANCE (in shares) at Dec. 31, 2021	55,090,237
BALANCE at Dec. 31, 2021	$ 5	$ 653,650	$ (428,959)	$ (468)	$ 224,228
Net loss	$ 0	0	(175,987)	0	(175,987)
Issuance of shares of restricted common stock (in shares)	4,350,642
Issuance of shares of restricted common stock	$ 1	0	0	0	1
Forfeiture of shares of restricted common stock (in shares)	(233,561)
Issuance of common stock (in shares)	23,362
Issuance of common stock		43			43
Loss on initial issuance of equity		1,137			1,137
Stock-based compensation expense	0	8,446	0	0	8,446
Other comprehensive income (loss)	$ 0	0	0	(1,087)	(1,087)
Exercise of prefunded warrants (in shares)	3,013,850
Exercise of prefunded warrants	$ 0	15,039	0	0	15,039
Issuance of common stock settlement of seller note (in shares)	292,887
Issuance of common stock settlement of seller note	$ 0	767			767
Issuance of common stock, net of issuance costs (in shares)	7,003,332
Issuance of common stock, net of issuance costs	$ 1	27,006			27,007
Issuance of warrants in connection with offering	0	(18,982)	0	0	(18,982)
Loss on initial issuance of equity		18,669			18,669
BALANCE (in shares) at Sep. 30, 2022	69,540,749
BALANCE at Sep. 30, 2022	$ 7	705,775	(604,946)	(1,555)	99,281
BALANCE (in shares) at Jun. 30, 2022	69,219,384
BALANCE at Jun. 30, 2022	$ 7	689,955	(488,044)	(1,070)	200,848
Net loss	$ 0	0	(116,902)	0	(116,902)
Issuance of shares of restricted common stock (in shares)	329,968
Issuance of shares of restricted common stock	$ 0	0	0	0	0
Forfeiture of shares of restricted common stock (in shares)	(31,965)
Issuance of common stock (in shares)	23,362
Issuance of common stock	$ 0	43	0	0	43
Loss on initial issuance of equity	0	12,834	0	0	12,834
Stock-based compensation expense	0	2,943	0	0	2,943
Other comprehensive income (loss)	$ 0	0	0	(485)	(485)
Loss on initial issuance of equity					12,834
BALANCE (in shares) at Sep. 30, 2022	69,540,749
BALANCE at Sep. 30, 2022	$ 7	705,775	(604,946)	(1,555)	99,281
BALANCE (in shares) at Dec. 31, 2022	80,752,290
BALANCE at Dec. 31, 2022	$ 8	728,339	(625,251)	(1,144)	101,952
Net loss	$ 0	0	(66,857)	0	(66,857)
Issuance of shares of restricted common stock (in shares)	12,050,644
Issuance of shares of restricted common stock	$ 1	0	0	0	1
Forfeiture of shares of restricted common stock (in shares)	(3,970,751)
Stock-based compensation expense	$ 0	6,481	0	0	6,481
Other comprehensive income (loss)	$ 0	0	0	42	42
Issuance of common stock, net of issuance costs (in shares)	300,000
Issuance of common stock, net of issuance costs	$ 0	290	0	0	290
Loss on initial issuance of equity					0
BALANCE (in shares) at Sep. 30, 2023	89,132,183
BALANCE at Sep. 30, 2023	$ 9	735,110	(692,108)	(1,102)	41,909
BALANCE (in shares) at Jun. 30, 2023	88,014,844
BALANCE at Jun. 30, 2023	$ 9	733,878	(685,838)	(889)	47,160
Net loss	$ 0	0	(6,270)	0	(6,270)
Issuance of shares of restricted common stock (in shares)	3,959,679
Issuance of shares of restricted common stock	$ 0	0	0	0	0
Forfeiture of shares of restricted common stock (in shares)	(2,842,340)
Stock-based compensation expense	$ 0	1,232	0	0	1,232
Other comprehensive income (loss)	$ 0	0	0	(213)	(213)
Loss on initial issuance of equity					0
BALANCE (in shares) at Sep. 30, 2023	89,132,183
BALANCE at Sep. 30, 2023	$ 9	$ 735,110	$ (692,108)	$ (1,102)	$ 41,909

Note 11 - Goodwill and Intangibles - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Remainder of 2023	$ 413
2024	1,631
2025	1,590
2026	1,590
2027	1,590
2028	1,590
Thereafter	3,612
Total	$ 12,016	$ 54,757

Note 4 - Prepaid Expenses and Other Current Assets

9 Months Ended

Sep. 30, 2023

Prepaid Expenses And Other Current Assets [Text Block]

4.	PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid and other current assets consisted of the following as of December 31, 2022 and September 30, 2023 (in thousands):

	*December 31, 2022*		*September 30, 2023*
Prepaid inventory	$	1,342	$	573
Restricted cash		2,926		2,417
Prepaid insurance		1,991		1,516
Prepaid freight forwarder		576		217
Other		1,426		1,240
Prepaid expenses and current assets	$	8,261	$	5,963

Note 6 - Credit Facility, Term Loans and Warrants

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Text Block]

6.	CREDIT FACILITY, TERM LOANS AND WARRANTS

MidCap Credit Facility

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

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

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

The Credit Agreement 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 1st through and including May 31st of each calendar year, $12.5 million and (b) at all other times, $15.0 million. The Credit Agreement includes events of default that are customary for these types of credit facilities, including the occurrence of a change of control. The Company is in compliance with the financial covenants contained within the Credit Agreement as of September 30, 2023. The MidCap credit facility matures in December 2024.

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

The Company’s credit facility consisted of the following as of December 31, 2022 and September 30, 2023 (in thousands):

	*December 31, 2022*			*September 30, 2023*
MidCap Credit Facility	$	21,899		$	14,707
Less: deferred debt issuance costs		(459	)		(285	)
Less: discount associated with issuance of warrants		(387	)		(240	)
Total MidCap Credit Facility	$	21,053		$	14,182

Interest Expense, Net

Interest expense, net consisted of the following for the three and nine months ended September 30, 2022 and 2023 (in thousands):

	*Three Months Ended September 30,*					*Nine Months Ended September 30,*
	*2022*		*2023*			*2022*		*2023*
Interest expense	$	904	$	487		$	2,043	$	1,623
Interest income		—		(128	)		—		(547	)
Total interest expense, net	$	904	$	359		$	2,043	$	1,076

Securities Purchase Agreement and Warrants

On March 1, 2022, the Company entered into Securities Purchase Agreements (the “Purchase Agreements”) with certain accredited investors identified on the signature pages to the Purchase Agreements (collectively, the “Purchasers”) pursuant to which, among other things, the Company issued and sold to the Purchasers, in a private placement transaction (the “2022 Private Placement”), (i) 6,436,322 shares of the Company’s common stock (the “Shares”), and accompanying warrants to purchase an aggregate of 4,827,242 shares of common stock, and (ii) prefunded warrants to purchase up to an aggregate of 3,013,850 shares of common stock (the “Prefunded Warrants”) and accompanying warrants to purchase an aggregate of 2,260,388 shares of common stock. The accompanying warrants to purchase common stock are referred to herein collectively as the “Common Stock Warrants”, and the Common Stock Warrants and the Prefunded Warrants are referred to herein collectively as the “Warrants”. Under the Purchase Agreements, each Share and accompanying Common Stock Warrant were sold together at a combined price of $2.91, and each Prefunded Warrant and accompanying Common Stock Warrant were sold together at a combined price of $2.9099, for gross proceeds of approximately $27.5 million. In connection with the 2022 Private Placement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Purchasers, pursuant to which the Company agreed to register for resale the Shares, as well as the shares of common stock issuable upon exercise of the Warrants (the “Warrant Shares”). Under the Registration Rights Agreement, the Company agreed to file a registration statement covering the resale by the Purchasers of the Shares and Warrant Shares within 30 days following the agreement date. The Company filed such resale registration statement on March 28, 2022, and it was declared effective by the SEC on April 8, 2022.

Upon the issuance of the Prefunded Warrants and stock purchase warrants, the Company evaluated the terms of each Warrant to determine the appropriate accounting and classification pursuant to ASC 480 and ASC 815. Based on the Company’s evaluation and due to certain terms in the warrant agreements, it concluded the Prefunded Warrant and the stock purchase warrants should be classified as liabilities with subsequent remeasurement at each quarter so long as such warrants remain to be classified as liabilities. The Company recorded an initial liability on issuance of $19.0 million from this conclusion. As of September 30, 2023, the Company has $1.1 million as the liability related to the Warrants.

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

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

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

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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	500,000,000	500,000,000
Common stock, issued (in shares)	89,132,183	80,752,290
Common stock, outstanding (in shares)	89,132,183	80,752,290

Note 11 - Goodwill and Intangibles (Tables)

9 Months Ended

Sep. 30, 2023

Schedule of Goodwill [Table Text Block]

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

Schedule of Intangible Assets and Goodwill [Table Text Block]

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

	*January 1, 2023*		*Nine Months Ended September 30, 2023*					*September 30, 2023*			*September 30, 2023*
	*Gross Carrying Amount*		*Additions*		Impairments ⁽²⁾			*Accumulated Amortization*			*Net Book Value*
Trademarks	$	62,202	$	—	$	(39,445	)	$	(15,064	)	$	7,693
Non-competition agreement		11		—		—			(11	)		—
Transition services agreement		12		—		—			(12	)		—
Customer relations		5,700		—		—			(1,377	)		4,323
Other		700		—		—			(700	)		—
Total intangibles	$	68,625	$	—	$	(39,445	)	$	(17,164	)	$	12,016

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

Remainder of 2023	$	413
2024		1,631
2025		1,590
2026		1,590
2027		1,590
2028		1,590
Thereafter		3,612
Total	$	12,016

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

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
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Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

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

Note 2 - Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands	3 Months Ended				9 Months Ended		12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Accounts Receivable, Allowance for Credit Loss	$ 400				$ 400		$ 300
Impairment of Intangible Assets, Finite-Lived	0		$ 16,700	$ 3,118	39,445	$ 3,118	3,118
Paper Business and Kitchen Appliance Business [Member]
Impairment of Intangible Assets, Finite-Lived		$ 22,800
Other Noncurrent Assets [Member]
Security Deposit	100				100		100
Prepaid Expenses and Other Current Assets [Member] \| Midcap Credit Facility [Member]
Security Deposit	400				400		900
Prepaid Expenses and Other Current Assets [Member] \| Letter of Credit [Member]
Security Deposit	2,000				2,000		2,000
Accrued Liability [Member]
Contract with Customer, Refund Liability	$ 400				$ 400		$ 600

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

3 Months Ended

9 Months Ended

12 Months Ended

Sep. 30, 2023

Mar. 31, 2023

Dec. 31, 2022

Sep. 30, 2022

Mar. 31, 2022

Sep. 30, 2023

Sep. 30, 2022

Dec. 31, 2022

OPERATING ACTIVITIES:

Net loss

$ (6,270)

$ (116,902)

$ (66,857)

$ (175,987)

Depreciation and amortization

3,416

5,763

Provision for sales returns

(215)

134

Amortization of deferred financing cost and debt discounts

321

Issuance of common stock

Stock-based compensation

6,771

11,854

Gain from decrease of contingent earn-out liability fair value

(774)

(5,240)

$ 5,240

Change in inventory provisions

213

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

(567)

(5,528)

(2,410)

2,365

Gain in connection with settlement of note payable

(2,012)

Loss on initial issuance of equity

12,834

18,669

Impairment loss on goodwill

$ 500

90,921

$ 29,000

119,941

120,409

^[1]

Impairment loss on intangibles

$ 16,700

3,118

39,445

3,118

Allowance for doubtful accounts and other

219

Changes in assets and liabilities:

Accounts receivable

1,186

5,326

Inventory

11,960

2,588

Prepaid and other current assets

1,942

3,351

Accounts payable, accrued and other liabilities

(4,289)

(9,994)

Cash used in operating activities

(8,458)

(19,541)

INVESTING ACTIVITIES:

Purchase of fixed assets

(80)

(29)

Purchase of Step and Go assets

(125)

Cash used in investing activities

(205)

(29)

FINANCING ACTIVITIES:

Proceeds from equity offering, net of issuance costs

27,007

Repayments on note payable to Smash

(518)

(2,868)

Payment of Squatty Potty earn-out

(3,983)

Borrowings from MidCap credit facilities

63,978

107,678

Repayments for MidCap credit facilities

(71,165)

(116,924)

Insurance obligation payments

(788)

(1,778)

Insurance financing proceeds

986

2,099

Cash provided (used) by financing activities

(7,507)

11,231

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

(936)

Net change in cash and restricted cash for the year

(16,128)

(9,275)

Cash and restricted cash at beginning of year

$ 46,629

29,040

$ 38,315

46,629

38,315

Cash and restricted cash at end of year

30,501

46,629

29,040

30,501

29,040

46,629

RECONCILIATION OF CASH AND RESTRICTED CASH:

Cash

27,955

25,997

27,955

25,997

Restricted Cash—Prepaid and other current assets

2,417

2,914

2,417

2,914

Restricted cash—Other non-current assets

129

TOTAL CASH AND RESTRICTED CASH

$ 30,501

$ 46,629

$ 29,040

30,501

29,040

$ 46,629

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid for interest

1,457

1,409

Cash paid for taxes

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Non-cash consideration paid to contractors

321

1,137

Fair value of warrants issued in connection with equity offering

18,982

Issuance of common stock related to exercise of warrants

767

Issuance of common stock

Exercise of prefunded warrants

$ 0

$ 15,039

[1]

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

Note 9 - Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Text Block]

9.	COMMITMENTS AND CONTINGENCIES

Sales or Other Similar Taxes—Based on the location of the Company’s current operations, the majority of sales tax is collected and remitted either by the Company or on its behalf by e-commerce marketplaces in most states within the U.S. To date, the Company has had no actual or threatened sales and use tax claims from any state where it does not already claim nexus or any state where it sold products prior to claiming nexus. However, the Company believes that the likelihood of incurring a liability as a result of sales tax nexus being asserted by certain states where it sold products prior to claiming nexus is probable. As of each of December 31, 2022 and September 30, 2023, the Company estimates that the potential liability, including current sales tax payable is approximately $0.7 million and $0.9 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.

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

Mueller Action—In October 2021, the Company received a class action notification and pre-lawsuit demand letter demanding corrective action with respect to the marketing, advertising and labeling of certain products under the Mueller brand (the “Mueller Action”). In April 2022, the parties reached an agreement in principle to resolve this potential action for $0.5 million in cash and $0.3 million worth of coupons, which the Company accrued $0.8 million in the three months ended March 31, 2022, subject to court approval. The court preliminarily approved the settlement on August 3, 2023 and has scheduled a hearing for final approval for February 28, 2024. If that approval is not granted, the Company is prepared to continue the full defense of this action.

Earn-out Payment Dispute—On February 24, 2022, the Company received a notice disputing the Company’s calculation of the earn-out payment to be paid to Josef Eitan and Ran Nir pursuant to the Stock Purchase Agreement (the “PPD Stock Purchase Agreement”), dated as of May 5, 2021, by and among the Company, Truweo, LLC, Photo Paper Direct Ltd, Josef Eitan and Ran Nir. The Company is in discussions with representatives of Mr. Eitan and Mr. Nir, who believe they are entitled to the full earn-out amount (£6,902,816 or approximately $8.8 million) under the terms of the PPD Stock Purchase Agreement, whereas the Company believes they are not. Mr. Eitan and Mr. Nir filed a motion to compel arbitration in the Southern District of New York on September 14, 2022, which was granted on May 18, 2023. The parties have engaged an independent accountant to resolve the dispute, as required by the PPD Stock Purchase Agreement and the Southern District of New York. The Company believes its calculations are accurate and intends to vigorously defend itself.

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

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

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

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

Leases—The Company’s minimum lease liabilities have not changed significantly during the nine months ended September 30, 2023.

Note 12 - Restructuring (Tables)

9 Months Ended

Sep. 30, 2023

Restructuring and Related Costs [Table Text Block]

	*Three Months Ended*		*Nine Months Ended*
	*September 30, 2023*		*September 30, 2023*
	(in thousands)		(in thousands)
Employee severance	$	396	$	916
Retention bonus settled		—		411
Contract termination costs		—		285
Other restructuring costs		21		21
Total restructuring costs	$	417	$	1,633

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

	*Employee Severance*			*Retention Bonus*			*Contract Termination Costs*			*Other*			*Total*
Balance – December 31, 2022	$	—		$	—		$	—		$	—		$	—
Charges		915			411			285			21			1,632
Usage-cash		(915	)		(411	)		(92	)		—			(1,418	)
Usage-non-cash		—			—			—			(21	)		(21	)
Balance – September 30, 2023	$	—		$	—		$	193		$	—		$	193

Note 2 - Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Total net revenue	$ 39,668	$ 66,326	$ 109,811	$ 166,268
Heating, Cooling, and Air Quality [Member]
Total net revenue	15,770	27,179	29,512	56,835
Kitchen Appliances [Member]
Total net revenue	5,586	10,504	18,234	27,438
Health and Beauty [Member]
Total net revenue	3,034	3,661	11,725	12,452
Personal Protective Equipment [Member]
Total net revenue	0	516	549	1,565
Cookware, Kitchen Tools, and Gadgets [Member]
Total net revenue	2,408	5,128	8,315	14,229
Home Office [Member]
Total net revenue	2,116	3,045	7,410	10,077
Housewares [Member]
Total net revenue	6,418	8,787	19,558	23,478
Essential Oils and Related Accessories [Member]
Total net revenue	3,935	6,262	12,787	17,102
Product and Service, Other [Member]
Total net revenue	401	1,244	1,721	3,092
Sales Channel, Directly to Consumer [Member]
Total net revenue	39,526	63,796	107,357	161,853
Sales Channel, Through Intermediary [Member]
Total net revenue	142	2,530	2,454	4,415
North America [Member]
Total net revenue	38,456	65,348	105,905	162,814
North America [Member] \| Sales Channel, Directly to Consumer [Member]
Total net revenue	38,314	62,818	103,451	158,399
North America [Member] \| Sales Channel, Through Intermediary [Member]
Total net revenue	142	2,530	2,454	4,415
Other Than North America [Member]
Total net revenue	1,212	978	3,906	3,454
Other Than North America [Member] \| Sales Channel, Directly to Consumer [Member]
Total net revenue	1,212	978	3,906	3,454
Other Than North America [Member] \| Sales Channel, Through Intermediary [Member]
Total net revenue	$ 0	$ 0	$ 0	$ 0

Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	Sep. 30, 2023	Nov. 01, 2023
Document Information [Line Items]
Entity Central Index Key	0001757715
Entity Registrant Name	Aterian, Inc.
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	001-38937
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	83-1739858
Entity Address, Address Line One	350 Springfield Avenue, Suite 200
Entity Address, City or Town	Summit
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07901
City Area Code	347
Local Phone Number	676-1681
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	ATER
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		90,213,264

Note 3 - Inventory (Tables)

9 Months Ended

Sep. 30, 2023

Schedule of Inventory, Current [Table Text Block]


	*December 31, 2022*		*September 30, 2023*
Inventory on-hand	$	34,374	$	27,124
Inventory in-transit		9,292		4,369
Inventory	$	43,666	$	31,493

Note 3 - Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Inventory on-hand	$ 27,124	$ 34,374
Inventory in-transit	4,369	9,292
Inventory	$ 31,493	$ 43,666

Note 10 - Contingent Earn-out Liabilities

9 Months Ended

Sep. 30, 2023

Business Combination Disclosure [Text Block]

10.

CONTINGENT EARN-OUT LIABILITIES

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

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

As of December 31, 2022 and September 30, 2023, there was no remaining earn-out liability related to Smash Assets.

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 the 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, 2022 and September 30, 2023, there was no remaining earn-out liability related to Squatty Potty.

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

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

There was no activity for contingent earn-out liabilities for the nine months ending September 30, 2023.

Note 12 - Restructuring

9 Months Ended

Sep. 30, 2023

Restructuring and Related Activities Disclosure [Text Block]

12.

RESTRUCTURING

On May 9, 2023, the Company announced a plan to reduce expenses and re-align the organization’s structure by implementing a reduction in its current workforce impacting approximately 50 employees and 15 contractors, primarily in the Philippines. The headcount reduction is part of the Company's cost-saving initiatives to navigate challenges in the industry and to better position itself for future growth opportunities. The Company incurred $0.4 million and $1.6 million of restructuring charges during the three and nine months ended September 30, 2023, respectively.

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

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

	*Three Months Ended*		*Nine Months Ended*
	*September 30, 2023*		*September 30, 2023*
	(in thousands)		(in thousands)
Employee severance	$	396	$	916
Retention bonus settled		—		411
Contract termination costs		—		285
Other restructuring costs		21		21
Total restructuring costs	$	417	$	1,633

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

	*Employee Severance*			*Retention Bonus*			*Contract Termination Costs*			*Other*			*Total*
Balance – December 31, 2022	$	—		$	—		$	—		$	—		$	—
Charges		915			411			285			21			1,632
Usage-cash		(915	)		(411	)		(92	)		—			(1,418	)
Usage-non-cash		—			—			—			(21	)		(21	)
Balance – September 30, 2023	$	—		$	—		$	193		$	—		$	193

As of September 30, 2023, the Company has a liability of $0.2 million for restructuring costs, of which $0.1 million is included in accrued expenses and other current liabilities and $0.1 million is included in other liabilities on the consolidated balance sheet. There were no restructuring costs incurred during the year ended December 31, 2022.

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

Note 1 - Organization and Description of Business (Details Textual) $ in Thousands		3 Months Ended		9 Months Ended		12 Months Ended
	May 09, 2023	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Net Income (Loss) Attributable to Parent		$ (6,270)	$ (116,902)	$ (66,857)	$ (175,987)
Net Cash Provided by (Used in) Operating Activities				(8,458)	(19,541)
Cash and Cash Equivalents, at Carrying Value		27,955	25,997	27,955	25,997
Retained Earnings (Accumulated Deficit)		(692,108)		(692,108)		$ (625,251)
Revenue from Contract with Customer, Excluding Assessed Tax		39,668	$ 66,326	109,811	$ 166,268
Restructuring Plan, Effected Employees	50
Restructuring Plan, Effected Contractors	15
Restructuring Charges		$ 400		$ 1,632		$ 0

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

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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
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Amount of accumulated undistributed earnings (deficit).

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.

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Note 5 - Accrued and Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2023

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

	*December 31, 2022*		*September 30, 2023*
Accrued compensation costs	$	53	$	33
Accrued professional fees and consultants		461		317
Accrued logistics costs		609		1,426
Product related accruals		1,248		907
Sales tax payable		711		899
Sales return reserve		646		431
Accrued fulfillment expense		755		534
Accrued insurance		356		439
Federal payroll taxes payable		1,467		1,243
Accrued interest payable		190		99
Warrant liability		3,473		1,063
All other accruals		4,285		3,349
Accrued and current liabilities	$	14,254	$	10,740

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

9 Months Ended

Sep. 30, 2023

Schedule of Debt [Table Text Block]

	*December 31, 2022*			*September 30, 2023*
MidCap Credit Facility	$	21,899		$	14,707
Less: deferred debt issuance costs		(459	)		(285	)
Less: discount associated with issuance of warrants		(387	)		(240	)
Total MidCap Credit Facility	$	21,053		$	14,182

Interest Income and Interest Expense Disclosure [Table Text Block]

	*Three Months Ended September 30,*					*Nine Months Ended September 30,*
	*2022*		*2023*			*2022*		*2023*
Interest expense	$	904	$	487		$	2,043	$	1,623
Interest income		—		(128	)		—		(547	)
Total interest expense, net	$	904	$	359		$	2,043	$	1,076

Note 8 - Net Loss Per Share

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Text Block]

8.	NET LOSS PER SHARE

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

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

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

	*Three Months Ended September 30,*						*Nine Months Ended September 30,*
	*2022*			*2023*			*2022*			*2023*
Net loss	$	(116,902	)	$	(6,270	)	$	(175,987	)	$	(66,857	)
Weighted-average number of shares used in computing net loss per share, basic and diluted		64,648,650			79,022,467			63,397,196			77,801,774
Net loss per share, basic and diluted	$	(1.81	)	$	(0.08	)	$	(2.78	)	$	(0.86	)

Anti-dilutive shares excluded from computation of net loss per share (in shares)		13,054,457			26,360,485			9,238,156			22,784,728

Note 1 - Organization and Description of Business

9 Months Ended

Sep. 30, 2023

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

1.	ORGANIZATION AND DESCRIPTION OF BUSINESS

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

Headquartered in New Jersey, Aterian also maintains offices in China, Philippines, and Poland.

Liquidity and Going Concern

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

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

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

• Since our inception, we have incurred significant losses and used cash flows from operations to fund our enterprise. In this regard, during the nine months ended September 30, 2023, we incurred a net loss of $66.9 million and used net cash flows in our operations of $8.5 million. In addition, as of September 30, 2023, we had unrestricted cash and cash equivalents of $28.0 million available to fund our operations and an accumulated deficit of $692.1 million. Our revenue of $109.8 million for the nine months ended September 30, 2023 declined from $166.3 million for the nine months ended September 30, 2022.

• We are required to remain in compliance with certain financial covenants required by the MidCap Credit facility (See Note 6, Credit Facility, Term Loans and Warrants). We were in compliance with these financial covenants as of September 30, 2023, and expect to remain in compliance through at least September 30, 2024. However, with our short history of forecasting our business following the onset of the COVID-19 global pandemic, the current global inflation and related global supply chain disruptions, we can provide no assurances that we will remain in compliance with our financial covenants. Further, absent of our ability to generate cash inflows from our operations or secure additional outside capital, we may be unable to remain in compliance with these financial covenants. In the event we are unable to remain in compliance with these financial covenants (or other non-financial covenants required by the MidCap Credit Facility), and we are unable to secure a waiver or forbearance, MidCap may, at its discretion, exercise any and all of its existing rights and remedies, which may include, among others, accelerating repayment of the outstanding borrowings and/or asserting its rights in the assets securing the loan.

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

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

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

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

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

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

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

Further, we may decide to effect a reverse split of our common stock which could impact the market price for our stock, limit our ability to raise capital or otherwise limit our ability to execute acquisition transactions and there is no assurance that the market price or trading volume for our common stock will not further decline after announcing or effecting such split.

Restructuring - On May 9, 2023, the Company announced a plan to reduce expenses by implementing a reduction in its current workforce impacting approximately 50 employees and 15 contractors, primarily in the Philippines. The Company recognized restructuring charges of $0.4 million and $1.6 million for the three and nine months ended September 30, 2023, respectively.

Note 10 - Contingent Earn-out Liabilities - Schedule of Contingent Earn-out Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Balance			$ 0	$ 9,223	$ 9,223
Change in fair value of contingent earn-out liabilities	$ 0	$ 774	0	5,240	(5,240)
Payment of Squatty Potty earn-out			0	(3,983)	(3,983)
Balance	0		0		0
Smash Assets [Member]
Balance			0	5,240	5,240
Change in fair value of contingent earn-out liabilities					(5,240)
Payment of Squatty Potty earn-out					0
Balance	$ 0		0		0
Squatty Potty LLC [Member]
Balance			$ 0	$ 3,983	3,983
Change in fair value of contingent earn-out liabilities					0
Payment of Squatty Potty earn-out					(3,983)
Balance					$ 0

Note 6 - Credit Facility, Term Loans and Warrants - Schedule of Interest Expense, Net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Interest expense	$ 487	$ 904	$ 1,623	$ 2,043
Interest income	(128)	0	(547)	0
Total interest expense, net	$ 359	$ 904	$ 1,076	$ 2,043

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

Note 5 - Accrued and Other Current Liabilities - Schedule of Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Accrued compensation costs	$ 33	$ 53
Accrued professional fees and consultants	317	461
Accrued logistics costs	1,426	609
Product related accruals	907	1,248
Sales tax payable	899	711
Sales return reserve	431	646
Accrued fulfillment expense	534	755
Accrued insurance	439	356
Federal payroll taxes payable	1,243	1,467
Accrued interest payable	99	190
Warrant liability	1,063	3,473
All other accruals	3,349	4,285
Accrued and current liabilities	$ 10,740	$ 14,254

Note 8 - Net Loss Per Share - Schedule of Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Net loss	$ (6,270)	$ (116,902)	$ (66,857)	$ (175,987)
Weighted-average number of shares outstanding, basic and diluted (in shares)	79,022,467	64,648,650	77,801,774	63,397,196
Net loss per share, basic and diluted (in dollars per share)	$ (0.08)	$ (1.81)	$ (0.86)	$ (2.78)
Anti-dilutive shares excluded from computation of net loss per share (in shares) (in shares)	26,360,485	13,054,457	22,784,728	9,238,156

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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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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
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Note 9 - Commitments and Contingencies (Details Textual) $ in Thousands			1 Months Ended
	Feb. 24, 2022 USD ($)	Feb. 24, 2022 GBP (£)	Oct. 30, 2021 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)
Sales and Excise Tax Payable, Current				$ 899	$ 711
Mueller Action [Member]
Litigation Settlement In Cash			$ 500
Litigation Settlement, Coupons Awarded			300
Litigation Settlement, Amount Awarded to Other Party			$ 800
Earn-out Payment Dispute [Member]
Earn Out Payment Amount	$ 8,800	£ 6,902,816

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 27,955	$ 43,574
Accounts receivable, net	3,271	4,515
Inventory	31,493	43,666
Prepaid and other current assets	5,963	8,261
Total current assets	68,682	100,016
Property and equipment, net	792	853
Other intangibles, net	12,016	54,757
Other non-current assets	541	813
Total assets	82,031	156,439
Current Liabilities:
Credit facility	14,182	21,053
Accounts payable	12,464	16,035
Seller notes	1,196	1,693
Accrued and other current liabilities	10,740	14,254
Total current liabilities	38,582	53,035
Other liabilities	1,540	1,452
Total liabilities	40,122	54,487
Commitments and contingencies (Note 9)
Stockholders' equity:
Common stock, $0.0001 par value, 500,000,000 shares authorized and 80,752,290 and 89,132,183 shares outstanding at December 31, 2022 and September 30, 2023, respectively	9	8
Additional paid-in capital	735,110	728,339
Accumulated deficit	(692,108)	(625,251)
Accumulated other comprehensive loss	(1,102)	(1,144)
Total stockholders’ equity	41,909	101,952
Total liabilities and stockholders' equity	$ 82,031	$ 156,439

Note 6 - Credit Facility, Term Loans and Warrants - Schedule of Debt (Details) - Midcap Credit Facility [Member] - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
MidCap Credit Facility	$ 14,707	$ 21,899
Less: deferred debt issuance costs	(285)	(459)
Less: discount associated with issuance of warrants	(240)	(387)
Total MidCap Credit Facility	$ 14,182	$ 21,053

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

Basis of Accounting, Policy [Policy Text Block]

Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Unaudited Interim Financial Information Policy [Policy Text Block]

Use of Estimates, Policy [Policy Text Block]

Consolidation, Policy [Policy Text Block]

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

Inventories And Cost Of Goods Sold [Policy Text Block]

Receivable [Policy Text Block]

Revenue from Contract with Customer [Policy Text Block]

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

	*Three Months Ended September 30, 2022*
	(in thousands)
	*Direct*		*Wholesale/Other*		*Total*
North America	$	62,818	$	2,530	$	65,348
Other		978		—		978
Total net revenue	$	63,796	$	2,530	$	66,326

	*Three Months Ended September 30, 2023*
	(in thousands)
	*Direct*		*Wholesale/Other*		*Total*
North America	$	38,314	$	142	$	38,456
Other		1,212		—		1,212
Total net revenue	$	39,526	$	142	$	39,668

	*Nine Months Ended September 30, 2022*
	(in thousands)
	*Direct*		*Wholesale/Other*		*Total*
North America	$	158,399	$	4,415	$	162,814
Other		3,454		—		3,454
Total net revenue	$	161,853	$	4,415	$	166,268

	*Nine Months Ended September 30, 2023*
	(in thousands)
	*Direct*		*Wholesale/Other*		*Total*
North America	$	103,451	$	2,454	$	105,905
Other		3,906		—		3,906
Total net revenue	$	107,357	$	2,454	$	109,811

	*Three Months Ended September 30,*
	*2022*		*2023*
	(in thousands)
Heating, cooling and air quality	$	27,179	$	15,770
Kitchen appliances		10,504		5,586
Health and beauty		3,661		3,034
Personal protective equipment		516		—
Cookware, kitchen tools and gadgets		5,128		2,408
Home office		3,045		2,116
Housewares		8,787		6,418
Essential oils and related accessories		6,262		3,935
Other		1,244		401
Total net revenue	$	66,326	$	39,668

	*Nine Months Ended September 30,*
	*2022*		*2023*
	(in thousands)
Heating, cooling and air quality	$	56,835	$	29,512
Kitchen appliances		27,438		18,234
Health and beauty		12,452		11,725
Personal protective equipment		1,565		549
Cookware, kitchen tools and gadgets		14,229		8,315
Home office		10,077		7,410
Housewares		23,478		19,558
Essential oils and related accessories		17,102		12,787
Other		3,092		1,721
Total net revenue	$	166,268	$	109,811

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

For the nine months ended September 30, 2022 and 2023, total impairment loss on intangibles were approximately$3.1 million and $39.4 million, respectively.

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

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

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

The following table summarizes the fair value of the Company’s financial assets that are measured at fair value as of December 31, 2022 and September 30, 2023 (in thousands):

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

	*September 30, 2023*
	*Fair Value Measurement Category*
	*Level 1*		*Level 2*		*Level 3*
Assets:
Cash and cash equivalents	$	27,955	$	—	$	—
Restricted cash		2,546		—		—
Liabilities:
Fair value of warrant liability		—		—		1,063

	December 31, 2022
Warrants liability as of January 1, 2022	$	—
Change in fair value of warrants		3,473
Warrants liability as of December 31, 2022	$	3,473

	*September 30, 2023*
Warrants liability as of January 1, 2023	$	3,473
Change in fair value of warrants		(2,410	)
Warrants liability as of September 30, 2023	$	1,063

New Accounting Pronouncements, Policy [Policy Text Block]

Adopted Accounting Standards

Recent Accounting Pronouncements

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Net loss	$ (6,270)	$ (116,902)	$ (66,857)	$ (175,987)
Other comprehensive loss:
Foreign currency translation adjustments	(213)	(485)	42	(1,087)
Other comprehensive loss	(213)	(485)	42	(1,087)
Comprehensive loss	$ (6,483)	$ (117,387)	$ (66,815)	$ (177,074)

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

Note 13 - Subsequent Events

9 Months Ended

Sep. 30, 2023

Subsequent Events [Text Block]

13.

SUBSEQUENT EVENTS

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

Note 10 - Contingent Earn-out Liabilities (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	Dec. 01, 2020	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021	May 05, 2021
Business Combination, Contingent Consideration, Liability		$ 0	$ 0	$ 9,223
Smash Assets [Member]
Business Combination, Consideration Transferred	$ 25,000
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares)	4,220,000
Business Acquisition, Share Price (in dollars per share)	$ 6.89
Business Combination, Consideration Transferred Value Of Certain Inventory	$ 15,600
Business Combination, Contingent Consideration, Liability		$ 0	0	5,240
Smash Assets [Member] \| Sellers Brokers [Member]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares)	164,000
Squatty Potty LLC [Member]
Business Combination, Contingent Consideration, Liability			$ 0	3,983	$ 3,500
Squatty Potty LLC [Member] \| Event Occurs Six Months Following Closing Date [Member]
Business Combination, Contingent Consideration, Liability				3,900
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High				$ 3,900

Note 2 - Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2023

Disaggregation of Revenue [Table Text Block]

	*Three Months Ended September 30, 2022*
	(in thousands)
	*Direct*		*Wholesale/Other*		*Total*
North America	$	62,818	$	2,530	$	65,348
Other		978		—		978
Total net revenue	$	63,796	$	2,530	$	66,326

	*Three Months Ended September 30, 2023*
	(in thousands)
	*Direct*		*Wholesale/Other*		*Total*
North America	$	38,314	$	142	$	38,456
Other		1,212		—		1,212
Total net revenue	$	39,526	$	142	$	39,668

	*Nine Months Ended September 30, 2022*
	(in thousands)
	*Direct*		*Wholesale/Other*		*Total*
North America	$	158,399	$	4,415	$	162,814
Other		3,454		—		3,454
Total net revenue	$	161,853	$	4,415	$	166,268

	*Nine Months Ended September 30, 2023*
	(in thousands)
	*Direct*		*Wholesale/Other*		*Total*
North America	$	103,451	$	2,454	$	105,905
Other		3,906		—		3,906
Total net revenue	$	107,357	$	2,454	$	109,811

	*Three Months Ended September 30,*
	*2022*		*2023*
	(in thousands)
Heating, cooling and air quality	$	27,179	$	15,770
Kitchen appliances		10,504		5,586
Health and beauty		3,661		3,034
Personal protective equipment		516		—
Cookware, kitchen tools and gadgets		5,128		2,408
Home office		3,045		2,116
Housewares		8,787		6,418
Essential oils and related accessories		6,262		3,935
Other		1,244		401
Total net revenue	$	66,326	$	39,668

	*Nine Months Ended September 30,*
	*2022*		*2023*
	(in thousands)
Heating, cooling and air quality	$	56,835	$	29,512
Kitchen appliances		27,438		18,234
Health and beauty		12,452		11,725
Personal protective equipment		1,565		549
Cookware, kitchen tools and gadgets		14,229		8,315
Home office		10,077		7,410
Housewares		23,478		19,558
Essential oils and related accessories		17,102		12,787
Other		3,092		1,721
Total net revenue	$	166,268	$	109,811

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

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

	*September 30, 2023*
	*Fair Value Measurement Category*
	*Level 1*		*Level 2*		*Level 3*
Assets:
Cash and cash equivalents	$	27,955	$	—	$	—
Restricted cash		2,546		—		—
Liabilities:
Fair value of warrant liability		—		—		1,063

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

	December 31, 2022
Warrants liability as of January 1, 2022	$	—
Change in fair value of warrants		3,473
Warrants liability as of December 31, 2022	$	3,473

	*September 30, 2023*
Warrants liability as of January 1, 2023	$	3,473
Change in fair value of warrants		(2,410	)
Warrants liability as of September 30, 2023	$	1,063

Note 10 - Contingent Earn-out Liabilities (Tables)

9 Months Ended

Sep. 30, 2023

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

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

Note 12 - Restructuring - Schedule of Restructuring Costs (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023
Total restructuring costs	$ 417	$ 1,633
Employee Severance [Member]
Total restructuring costs	396	916
Retention Bonus Settlement [Member]
Total restructuring costs	0	411
Contract Termination [Member]
Total restructuring costs	0	285
Other Restructuring [Member]
Total restructuring costs	$ 21	$ 21

Note 11 - Goodwill and Intangibles

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Text Block]

11.

GOODWILL AND INTANGIBLES

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

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

(1)

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

For the year-ended December 31, 2022, total goodwill impairment was approximately $120.4 million. There is no goodwill balance as of December 31, 2022 and September 30, 2023.

The following tables summarize the changes in the Company’s intangible assets as of December 31, 2022 and September 30, 2023 (in thousands):

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

	*January 1, 2023*		*Nine Months Ended September 30, 2023*					*September 30, 2023*			*September 30, 2023*
	*Gross Carrying Amount*		*Additions*		Impairments ⁽²⁾			*Accumulated Amortization*			*Net Book Value*
Trademarks	$	62,202	$	—	$	(39,445	)	$	(15,064	)	$	7,693
Non-competition agreement		11		—		—			(11	)		—
Transition services agreement		12		—		—			(12	)		—
Customer relations		5,700		—		—			(1,377	)		4,323
Other		700		—		—			(700	)		—
Total intangibles	$	68,625	$	—	$	(39,445	)	$	(17,164	)	$	12,016

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

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

During the three months ended June 30, 2023, the Company had a substantial decrease in its market capitalization, primarily relating to a decrease in share price. Further, the Company continues to see reduced net revenues across its portfolio primarily due to the current macroeconomic environment reducing demand for consumer goods. Finally, during the three months ending June 30, 2023, the Company implemented a strategy of rationalizing certain less profitable products and reducing its product offering, specifically related to its kitchen appliance products. As a result of this rationalization, along with the reduced demand for its products, the Company has made certain revisions to its internal forecasts for its Paper business and Kitchen appliance business. The Company concluded that these factors were an interim triggering event for the three months ending June 30, 2023 indicating the carrying value of our Paper and Kitchen appliance business’s long-lived assets, including trademarks, may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $22.8 million for the Paper business and Kitchen appliance business during the three months ending June 30, 2023 within impairment loss on intangibles on the condensed consolidated statement of operations. There were no triggering events during the three months ended September 30, 2023.

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

Remainder of 2023	$	413
2024		1,631
2025		1,590
2026		1,590
2027		1,590
2028		1,590
Thereafter		3,612
Total	$	12,016

Note 7 - Stock-based Compensation (Tables)

9 Months Ended

Sep. 30, 2023

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

	*Options Outstanding*
	*Number of Options*			*Weighted- Average Exercise Price*		*Weighted- Average Remaining Contractual Life (years)*		*Aggregate Intrinsic Value*
Balance—January 1, 2023		368,596		$	9.26		5.89	$	—
Options granted		—		$	—		—	$	—
Options exercised		—		$	—		—	$	—
Options canceled		(172,292	)	$	9.32		—	$	—
Balance—September 30, 2023		196,304		$	9.21		5.25	$	—
Exercisable as of September 30, 2023		196,304		$	9.21		5.25	$	—
Vested and expected to vest as of September 30, 2023		196,304		$	9.21		5.25	$	—

Nonvested Restricted Stock Shares Activity [Table Text Block]

Restricted Stock Awards	*Shares*			*Weighted Average Grant- Date Fair Value*
Nonvested at January 1, 2023		4,223,023		$	4.85
Granted		12,050,644		$	0.52
Vested		(2,666,468	)	$	3.21
Forfeited		(3,970,751	)	$	2.23
Nonvested at September 30, 2023		9,636,448		$	0.96

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

	*Three Months Ended September 30,*				*Nine Months Ended September 30,*
	*2022*		*2023*		*2022*		*2023*
	(in thousands)				(in thousands)
Sales and distribution expenses	$	999	$	330	$	4,228	$	2,091
Research and development expenses		511		278		1,418		1,134
General and administrative expenses		1,433		624		6,208		3,546
Total stock-based compensation expense	$	2,943	$	1,232	$	11,854	$	6,771

Note 7 - Stock-based Compensation - Schedule of Option Activity (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Balance, options (in shares)	368,596
Balance, options, weighted average exercise price (in dollars per share)	$ 9.26
Balance, options, remaining contractual term (Year)	5 years 3 months	5 years 10 months 20 days
Options granted (in shares)	0
Options granted, weighted average exercise price (in dollars per share)	$ 0
Options exercised (in shares)	0
Options exercised, weighted average exercise price (in dollars per share)	$ 0
Options canceled (in shares)	(172,292)
Options canceled, weighted average exercise price (in dollars per share)	$ 9.32
Balance, options (in shares)	196,304	368,596
Balance, options, weighted average exercise price (in dollars per share)	$ 9.21	$ 9.26
Exercisable as of September 30, 2023 (in shares)	196,304
Exercisable, options, weighted average exercise price (in dollars per share)	$ 9.21
Exercisable, options, remaining contractual term (Year)	5 years 3 months
Vested and expected to vest as of September 30, 2023 (in shares)	196,304
Vested and expected to vest, options, , weighted average exercise price (in dollars per share)	$ 9.21
Vested and expected to vest, options, remaining contractual term (Year)	5 years 3 months

Note 8 - Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2023

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

	*Three Months Ended September 30,*						*Nine Months Ended September 30,*
	*2022*			*2023*			*2022*			*2023*
Net loss	$	(116,902	)	$	(6,270	)	$	(175,987	)	$	(66,857	)
Weighted-average number of shares used in computing net loss per share, basic and diluted		64,648,650			79,022,467			63,397,196			77,801,774
Net loss per share, basic and diluted	$	(1.81	)	$	(0.08	)	$	(2.78	)	$	(0.86	)

Anti-dilutive shares excluded from computation of net loss per share (in shares)		13,054,457			26,360,485			9,238,156			22,784,728

Note 11 - Goodwill and Intangibles - Schedule of Goodwill (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Sep. 30, 2022

Mar. 31, 2022

Sep. 30, 2023

Sep. 30, 2022

Dec. 31, 2022

Jan. 01, 2022

Goodwill, gross

$ 119,941

Goodwill, additions

$ 468

Goodwill

$ 0

$ (500)

$ (90,921)

$ (29,000)

$ 0

$ (119,941)

(120,409)

^[1]

Goodwill

$ 0

[1]

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

Note 2 - Summary of Significant Accounting Policies - Fair Value Liabilities Measured on Recurring Basis (Details) - Warrant Liability [Member] - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Warrants liability	$ 3,473	$ 0
Change in fair value of warrants	(2,410)	3,473
Warrants liability	$ 1,063	$ 3,473

Note 11 - Goodwill and Intangibles - Schedule of Intangible Assets (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

12 Months Ended

Sep. 30, 2023

Mar. 31, 2023

Sep. 30, 2022

Sep. 30, 2023

Sep. 30, 2022

Dec. 31, 2022

Jan. 01, 2023

Jan. 01, 2022

$ 68,625

$ 72,444

$ 0

$ 192

$ 0

$ (16,700)

$ (3,118)

(39,445)

$ (3,118)

(3,118)

(17,164)

^[1]

(17,164)

^[1]

(14,761)

^[2]

12,016

54,757

Trademarks [Member]

62,202

65,910

192

(39,445)

(3,087)

(15,064)

^[1]

(15,064)

^[1]

(13,008)

^[2]

Noncompete Agreements [Member]

7,693

50,007

111

(31)

(11)

^[1]

(11)

^[1]

(80)

^[2]

Transition Services Agreement [Member]

(12)

^[1]

(12)

^[1]

(23)

^[2]

Customer Relationships [Member]

5,700

(1,377)

^[1]

(1,377)

^[1]

(950)

^[2]

Other Intangible Assets [Member]

4,323

4,750

$ 700

(700)

^[1]

(700)

^[1]

(700)

^[2]

$ 0

[1]

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

[2]

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

Note 7 - Stock-based Compensation (Details Textual) $ in Millions	9 Months Ended
	Sep. 30, 2023 USD ($) shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year)	10 years
Restricted Stock [Member]
Share-Based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount \| $	$ 8.7
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)	2 years 4 months 24 days
Share-Based Payment Arrangement, Tranche One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year)	4 years
Share-Based Payment Arrangement, Tranche One [Member] \| Vesting on First Anniversary [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage	25.00%
Share-Based Payment Arrangement, Tranche One [Member] \| Vesting On Pro Rata Basis Over Remaining Period [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage	75.00%
Share-Based Payment Arrangement, Tranche Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year)	3 years
Share-Based Payment Arrangement, Tranche Two [Member] \| Vesting on First Anniversary [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year)	33 years
Share-Based Payment Arrangement, Tranche Two [Member] \| Vesting On Pro Rata Basis Over Remaining Period [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year)	66 years
Aterian 2014 Equity Incentive Plan [Member]
Common Stock, Capital Shares Reserved for Future Issuance (in shares)	99,310
Aterian 2018 Equity Incentive Plan [Member]
Common Stock, Capital Shares Reserved for Future Issuance (in shares)	2,300,443
Aterion 2019 Equity Plan [Member]
Common Stock, Capital Shares Reserved for Future Issuance (in shares)	0
Aterion 2019 Equity Plan [Member] \| Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Percentage of Outstanding Stock Maximum	70.00%
Inducement Equity Incentive Plan [Member]
Common Stock, Capital Shares Reserved for Future Issuance (in shares)	2,180,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year)	10 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares)	2,700,000

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

9 Months Ended

Sep. 30, 2023

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

	*December 31, 2022*		*September 30, 2023*
Prepaid inventory	$	1,342	$	573
Restricted cash		2,926		2,417
Prepaid insurance		1,991		1,516
Prepaid freight forwarder		576		217
Other		1,426		1,240
Prepaid expenses and current assets	$	8,261	$	5,963

Note 7 - Stock-based Compensation - Restricted Stock Activity (Details) - Restricted Stock [Member]	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Nonvested (in shares) \| shares	4,223,023
Nonvested, weighted average grant-date fair value (in dollars per share) \| $ / shares	$ 4.85
Granted (in shares) \| shares	12,050,644
Granted, weighted average grant-date fair value (in dollars per share) \| $ / shares	$ 0.52
Vested (in shares) \| shares	(2,666,468)
Vested, weighted average grant-date fair value (in dollars per share) \| $ / shares	$ 3.21
Forfeited (in shares) \| shares	(3,970,751)
Forfeited, weighted average grant-date fair value (in dollars per share) \| $ / shares	$ 2.23
Nonvested (in shares) \| shares	9,636,448
Nonvested, weighted average grant-date fair value (in dollars per share) \| $ / shares	$ 0.96

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Net revenue	$ 39,668	$ 66,326	$ 109,811	$ 166,268
Cost of good sold	20,085	36,135	56,236	81,118
Gross profit	19,583	30,191	53,575	85,150
Operating expenses:
Sales and distribution	20,921	33,792	61,704	88,632
Research and development	852	1,706	3,808	4,582
General and administrative	4,326	10,369	16,566	29,481
Impairment loss on goodwill	0	90,921	0	119,941
Impairment loss on intangibles	0	3,118	39,445	3,118
Change in fair value of contingent earn-out liabilities	0	(774)	0	(5,240)
Total operating expenses	26,099	139,132	121,523	240,514
Operating loss	(6,516)	(108,941)	(67,948)	(155,364)
Interest expense, net	359	904	1,076	2,043
Gain on extinguishment of seller note	0	0	0	(2,012)
Loss on initial issuance of equity	0	12,834	0	18,669
Change in fair value of warrant liability	(567)	(5,528)	(2,410)	2,365
Other (income) expense, net	(128)	(174)	101	(199)
Loss before income taxes	(6,180)	(116,977)	(66,715)	(176,230)
Provision (benefit) for income taxes	90	(75)	142	(243)
Net loss	$ (6,270)	$ (116,902)	$ (66,857)	$ (175,987)
Net loss per share, basic and diluted (in dollars per share)	$ (0.08)	$ (1.81)	$ (0.86)	$ (2.78)
Weighted-average number of shares outstanding, basic and diluted (in shares)	79,022,467	64,648,650	77,801,774	63,397,196

Note 6 - Credit Facility, Term Loans and Warrants (Details Textual) - USD ($) $ / shares in Units, $ in Thousands					3 Months Ended	9 Months Ended
	Oct. 04, 2022	Sep. 29, 2022	Mar. 01, 2022	Dec. 22, 2021	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Proceeds from Lines of Credit						$ 63,978	$ 107,678
Warrant Liability			$ 19,000			$ 1,100
Securities Purchase Agreement [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)			4,827,242
Sale of Stock, Number of Shares Issued in Transaction (in shares)			6,436,322
Class of Warrant or Right, Sale Price (in dollars per share)			$ 2.9099
Proceeds from Issuance of Warrants			$ 27,500
September Purchase Agreements [Member] \| Registered Direct Offering [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)		10,643,034
Sale of Stock, Number of Shares Issued in Transaction (in shares)	10,643,034	10,643,034
Proceeds from Issuance or Sale of Equity	$ 20,200
Payments of Stock Issuance Costs					$ 12,800
September Purchase Agreements [Member] \| Registered Direct Offering [Member] \| Accredited Purchasers [Member]
Sale of Stock, Number of Shares Issued in Transaction (in shares)		10,526,368
September Purchase Agreements [Member] \| Registered Direct Offering [Member] \| Insiders [Member]
Sale of Stock, Number of Shares Issued in Transaction (in shares)		116,666
Terminated Notes [Member]
Debt Instrument, Face Amount				$ 110,000
Midcap Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)				200,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)				$ 4.7
Warrants and Rights Outstanding, Term (Year)				10 years
Prefunded Warrants [Member] \| Securities Purchase Agreement [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)			3,013,850
Common Stock Warrants [Member] \| Securities Purchase Agreement [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)			2,260,388
Class of Warrant or Right, Sale Price (in dollars per share)			$ 2.91
Common Stock Warrants [Member] \| September Purchase Agreements [Member] \| Registered Direct Offering [Member] \| Accredited Purchasers [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)		10,526,368
Class of Warrant or Right, Sale Price (in dollars per share)		$ 1.9
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)		1
Common Stock Warrants [Member] \| September Purchase Agreements [Member] \| Registered Direct Offering [Member] \| Insiders [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)		116,666
Class of Warrant or Right, Sale Price (in dollars per share)		$ 2.1
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)		1
Line of Credit [Member] \| Midcap Credit Facility [Member]
Debt Instrument, Term (Year)				3 years
Line of Credit Facility, Maximum Borrowing Capacity				$ 40,000
Proceeds from Lines of Credit				$ 27,600
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage				0.50%
Line Of Credit Facility, Maximum Liquidity Requirements During Period				$ 12,500
Line Of Credit Facility, Maximum Liquidity Requirements At All Other Times				$ 15,000
Line of Credit [Member] \| Midcap Credit Facility [Member] \| Term Secured Overnight Financing Rate [Member]
Debt Instrument, Basis Spread on Variable Rate				0.10%
Line of Credit [Member] \| Midcap Credit Facility [Member] \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]
Debt Instrument, Basis Spread on Variable Rate				5.50%

Note 7 - Stock-based Compensation

9 Months Ended

Sep. 30, 2023