Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number: 001-41173

NexGel, Inc.

(Exact name of registrant as specified in its charter)

Delaware		26-4042544
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

2150 Cabot Blvd West, Suite B

Langhorne, PA

19047

(Address of principal executive office)

(Zip Code)

Registrant’s telephone number, including area code: (215) 702-8550

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001	NXGL	The Nasdaq Capital Market LLC
Warrants to Purchase Common Stock	NXGLW	The Nasdaq Capital Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a nonaccelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☒
	Smaller reporting company ☒	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 13, 2024, the registrant had 6,324,266 shares of common stock outstanding.

nEXGEL, INC.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

ITEM 1.	Condensed Consolidated Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023	3
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023	4
	Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2024 and 2023	5
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023	7
	Notes to Condensed Consolidated Financial Statements	8
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	36
ITEM 4.	Controls and Procedures	36

	PART II – OTHER INFORMATION
ITEM 1.	Legal Proceedings	37
ITEM 1A.	Risk Factors	37
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
ITEM 3.	Defaults Upon Senior Securities	37
ITEM 4.	Mine Safety Disclosures	37
ITEM 5.	Other Information	37
ITEM 6.	Exhibits	38

Signatures		39

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NEXGEL, INC

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2024 AND DECEMBER 31, 2023

(Unaudited)

(in thousands, except share and per share data)

	June 30, 2024			December 31, 2023
ASSETS:
Current Assets:
Cash	$	1,069		$	2,700
Accounts receivable, net		605			633
Inventory		1,446			1,319
Prepaid expenses and other current assets		468			400
Total current assets		3,588			5,052
Goodwill		1,128			1,128
Intangibles, net		855			326
Property and equipment, net		2,368			1,499
Operating lease - right of use asset		1,742			1,855
Other assets		95			95
Total assets	$	9,776		$	9,955

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	1,245		$	1,233
Accrued expenses and other current liabilities		284			398
Deferred revenue		179			20
Current portion of note payable		87			80
Warrant liability		176			146
Contingent consideration liability		370			439
Financing lease liability, current portion		55			-
Operating lease liabilities, current portion		237			233
Total current liabilities		2,633			2,549
Operating lease liabilities, net of current portion		1,632			1,727
Financing lease liability, net of current portion		339			-
Notes payable, net of current portion		645			513
Total liabilities		5,249			4,789

Commitments and Contingencies (Note 16)

Preferred stock, par value $0.001 per share, 5,000,000 shares authorized, no shares issued and outstanding		-			-
Common stock, par value $0.001 per share, 25,000,000 shares authorized; 6,324,266 and 5,741,838 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively		6			6
Additional paid-in capital		20,614			19,406
Accumulated deficit		(16,453	)		(14,715	)
Total NexGel stockholders’ equity		4,167			4,697
Non-controlling interest in joint venture		360			469
Total stockholders’ equity		4,527			5,166
Total liabilities and stockholders’ equity	$	9,776		$	9,955

The accompanying notes are an integral part of these condensed consolidated financial statements.

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NEXGEL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(Unaudited)

(in thousands, except share and per share data)

	2024			2023			2024			2023
	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2024			2023			2024			2023
Revenues, net	$	1,440		$	1,167		$	2,706		$	1,786

Cost of revenues		1,030			992			2,019			1,669

Gross profit		410			175			687			117

Operating expenses
Research and development		76			55			78			84
Selling, general and administrative		1,388			882			2,534			1,679
Total operating expenses		1,464			937			2,612			1,763

Loss from operations		(1,054	)		(762	)		(1,925	)		(1,646	)

Other income (expense)
Interest expense		(30	)		(9	)		(46	)		(10	)
Interest income		1			2			2			2
Loss on sale of assets		(4	)		-			(4	)		-
Other income		6			-			6			4
Gain on investments		23			116			57			124
Changes in fair value of warrant liability		79			11			26			77
Total other income, net		75			120			41			197
Loss before income taxes		(979	)		(642	)		(1,884	)		(1,449	)
Income tax expense		-			-			-			-
Net loss	$	(979	)	$	(642	)		(1,884	)		(1,449	)
Less: Income attributable to non-controlling interest in joint venture		94			(53	)		146			(60	)
Net loss attributable to NexGel stockholders		(885	)		(695	)		(1,738	)		(1,509	)
Net loss per common share - basic	$	(0.14	)	$	(0.12	)		(0.28	)		(0.27	)
Net loss per common share - diluted	$	(0.14	)	$	(0.12	)		(0.28	)		(0.27	)
Weighted average shares used in computing net loss per common share - basic		6,254,659			5,662,338			6,118,212			5,624,275
Weighted average shares used in computing net loss per common share – diluted		6,254,659			5,662,338			6,118,212			5,624,275

The accompanying notes are an integral part of these condensed consolidated financial statements.

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NEXGEL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(Unaudited)

(in thousands, except share data)

	Shares		Amount		Capital			Interest			Deficit			Equity
	Common Stock				Additional Paid-in			Non- controlling			Accumulated			Total Stockholders’
	Shares		Amount		Capital			Interest			Deficit			Equity
Balance, January 1, 2024		5,741,838	$	6	$	19,406		$	469		$	(14,715	)	$	5,166

Share-based compensation and restricted stock vesting		—		—		54			—			—			54

Equity offering proceeds, net of expenses		485,786		—		946			—			—			946

Issuance of placement agent warrants in conjunction with the equity offering		—		—		(56	)		—			—			(56	)

Net loss		—		—		—			(52	)		(853	)		(905	)

Balance, March 31, 2024		6,227,624	$	6	$	20,350		$	417		$	(15,568	)	$	5,205

Share-based compensation and restricted stock vesting		1,750		—		55			—			—			55

Shares issued in acquisition		89,892		—		200			—			—			200

Issuance of shares for services		5,000		—		9			—			—			9

Non-controlling interest contribution		—		—		—			37			—			37

Net loss		—		—		—			(94	)		(885	)		(979	)

Balance, June 30, 2024		6,324,266	$	6	$	20,614		$	360		$	(16,453	)	$	4,527

The accompanying notes are an integral part of these condensed consolidated financial statements.

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NEXGEL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(Unaudited)

(in thousands, except share data)

	Common Stock				Additional Paid-in		Non- controlling		Accumulated			Total Stockholders’
	Shares		Amount		Capital		Interest		Deficit			Equity
Balance, January 1, 2023		5,577,916	$	6	$	19,189	$	-	$	(11,558	)	$	7,637

Restricted stock vesting		5,682		-		24		-		-			24

Exercise of warrants		30,430		-		-		-		-			-

Non-controlling interest in JV		-		-		-		500		-			500
Non-controlling interest		-		-		-		500		-			500

Net income (loss)		-		-		-		7		(814	)		(807	)

Balance, March 31, 2023		5,614,028	$	6	$	19,213	$	507	$	(12,372	)	$	7,354
Balance		5,614,028	$	6	$	19,213	$	507	$	(12,372	)	$	7,354

Stock-based compensation		-		-		29		-		-			29

Exercise of warrants		82,036		-		-		-		-			-

Net income (loss)		-		-		-		53		(695	)		(642	)

Balance, June 30, 2023		5,696,064	$	6	$	19,242	$	560	$	(13,067	)	$	6,741
Balance		5,696,064	$	6	$	19,242	$	560	$	(13,067	)	$	6,741

The accompanying notes are an integral part of these condensed consolidated financial statements.

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NEXGEL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(Unaudited)

(in thousands)

	2024			2023
	Six Months Ended June 30,
	2024			2023
Operating Activities
Net loss	$	(1,738	)	$	(1,509	)
Adjustments to reconcile net loss to net cash used in operating activities:
Income (loss) attributable to non-controlling interest in joint venture		(146	)		60
Depreciation and amortization		144			68
Changes in ROU asset and operating lease liability		22			21
Share-based compensation and restricted stock vesting		118			53
Gain on investment in marketable securities		(57	)		124
Changes in fair value of warrant liability		(26	)		(77	)

Changes in operating assets and liabilities:
Accounts receivable		28			(728	)
Inventory		(127	)		(577	)
Prepaid expenses and other assets		(68	)		(226	)
Accounts payable		12			793
Accrued expenses and other current liabilities		(113	)		—
Deferred revenue		159			72
Net Cash Used in Operating Activities		(1,792	)		(1,926	)

Investing Activities
Proceeds from sales of marketable securities		57			4,772
Capital expenditures		(361	)		(253	)
Net cash paid for Asset acquisition		(400	)		-
Net Cash Provided by (Used in) Investing Activities		(704	)		4,519

Financing Activities
Proceeds from equity offering, net of expenses		946			—
Investment by joint venture partner		37			—
Principal payment on financing lease liability		(22	)		—
Change in contingent consideration liability		(69	)		—
Principal payments of notes payable		(27	)		(3	)
Net Cash Provided by (Used in) Financing Activities		865			(3	)
Net Decrease in Cash		(1,631	)		2,590
Cash – Beginning of period		2,700			1,101
Cash – End of period	$	1,069		$	3,691
Supplemental Disclosure of Cash Flows Information
Cash paid during the year for:
Interest	$	27		$	—
Taxes	$	—		$	—

Supplemental Non-cash Investing and Financing activities
Shares issued in conjunction with asset acquisition	$	200		$	—
Property and equipment financed under notes payable	$	165		$	—
Property and equipment financed under financing leases	$	416		$	—
Property and equipment contributed as capital investment to JV	$	—		$	500
ROU asset and operating lease liabilities recognized upon consolidation of JV	$	—		$	334

The accompanying notes are an integral part of these condensed consolidated financial statements.

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NEXGEL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

1. Description of Business, Stock Split and Basis of Presentation

NexGel, Inc. (“NexGel” or the “Company”) manufactures high water content, electron beam cross-linked, aqueous polymer hydrogels, or gels, used for wound care, medical diagnostics, transdermal drug delivery and cosmetics. The Company specializes in custom gels by capitalizing on proprietary manufacturing technologies. The Company has historically served as a contract manufacturer, supplying our gels to third parties who incorporate them into their own products. Beginning in 2020, we created two new lines of business for the Company. First, we launched our own line of branded consumer products sold direct to consumers. Second, we expanded into custom and white label opportunities, which focuses on combining our gels with proprietary branded products and white label opportunities. All of our gel products are manufactured using proprietary and non-proprietary mixing, coating and cross-linking technologies. Together, these technologies enable us to produce gels that can satisfy rigid tolerance specifications with respect to a wide range of physical characteristics (e.g., thickness, water content, adherence, absorption, moisture vapor transmission rate [a measure of the passage of water vapor through a substance] and release rate) while maintaining product integrity. Additionally, we have the manufacturing ability to offer broad choices in the selection of liners onto which the gels are coated. Consequently, the Company and its customers are able to determine tolerances in moisture vapor transmission rate and active ingredient release rates while personalizing color and texture.

NexGel was previously known as AquaMed Technologies, Inc. (“AquaMed”) before changing its name to NexGel, Inc. on November 14, 2019.

On May 15, 2024, the Company purchased assets from Semmens Online Pty Ltd as Trustee for Semmens Business Trust (the “SG Seller”) related to the SG Seller’s eyeliner, fake eyelashes, lash growth serum and mascara business operating under the tradename “Silly George” (collectively, the “Silly George Business”).

On December 1, 2023, the Company purchased substantially all of the assets Olympus Trading Company, LLC (the “Kenkoderm Seller”) related to the Kenkoderm Seller’s skincare line focused on reducing symptoms associated with psoriasis operating under the tradename “Kenkoderm” (“Kenkoderm acquisition”).

On March 1, 2023, the Company acquired a 50% interest in a newly formed joint venture (“JV”), CG Converting and Packaging, LLC (“CGN”), with C.G. Laboratories Inc. (“CG Labs”) for its converting and packaging business. The JV is effective March 1, 2023. As a result of this transaction, the Company owns 50% of the JV, with the remaining 50% held by CG Labs.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements and footnotes of NexGel have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the instructions to Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these unaudited condensed consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the results of the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2024. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its condensed consolidated wholly-owned subsidiary, NexGelRx, Inc. and the fifty percent (50%) owned JV’s (see Note 5).

2. Going Concern

As of June 30, 2024, the Company had a cash balance of $1.1 million. For the six months ended June 30, 2024, the Company incurred a net loss of $1.7 million and had a net usage of cash in operating activities of $1.8 million. In addition, the Company had a working capital of $1.0 million as of June 30, 2024. Additionally, we believe we have sufficient cash to operate our business plan into 2025.

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On August 8, 2024, the Company, entered into subscription agreements with investors, certain members of its board of directors for a registered direct offering (“RDO”) of the Company’s common stock. The RDO sold an aggregate 222,000 units at a price to the public of $5.00 per unit, with each unit consisting of two shares of the Company’s common stock, and a warrant to purchase one share of common stock at an exercise price of $4.25 per share. The gross proceeds to the Company from the RDO were $1.1 million, before deducting the placement agent’s fees and other estimated offering expenses payable by the Company, and excluding the proceeds, if any, from the exercise of the warrants. The Company intends to use the net proceeds from the RDO for working capital and for general corporate purposes (discussed further within Note 19).

Management is exploring new product channel sales in adjacent industries, such as cosmetics, athletic products, and proprietary medical devices. The Company has increased focus on sales and developing a sales pipeline for potential customers. This customer base expansion will enable us to provide financial stability for the foreseeable future, expand our current processes, and position us for long-term shareholder value creation.

We have sufficient capital to maintain as a going concern due to the recent capital raises. We intend to maintain and attempt to grow our existing contract manufacturing business. We also plan to continue building and developing our catalog of consumer products for sale to branding partners and to use our in-house capabilities to create and test market additional branded products. These products will be target marketed and sold online through social media, television and online marketplaces. Furthermore, the Company plans to develop its own proprietary medical devices and explore drug delivery programs for its technology. Additionally, the Company continues to evaluate strategic initiatives (e.g., acquisitions) and additional capital raises through debt or equity may be necessary to achieve these objectives.

We expect to continue incurring losses for the near-term future. Our ability to continue to operate as a going concern in the long-term is dependent upon our ability to manage and grow our current products and to ultimately achieve profitable operations. Management may consider various options to raise capital to fund potential acquisitions through equity or debt offerings. There can be no assurances, however, that management will be able to obtain sufficient additional funds, if needed, or that such funds, if available, will be obtained on terms satisfactory to us. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and liabilities that might be necessary should we be unable to continue as a going concern. Additionally, it is reasonably possible that estimates made in the condensed consolidated financial statements have been, or will be, materially and adversely impacted in the near term as a result of these conditions, including the recoverability of long-lived assets.

3. Significant Accounting Policies and Estimates

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. These estimates and assumptions include allowances for credit losses, inventory reserves, deferred taxes, share-based compensation and related valuation allowances and fair value of long-lived assets. Actual results could differ from the estimates.

Reclassifications

We have reclassified, combined or separately disclosed certain amounts in the prior years’ consolidated financial statements and accompanying footnotes to conform with the current year’s presentation.

Segment Reporting

The Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 280, Segment Reporting, requires that an enterprise report selected information about reportable segments in its financial reports issued to its stockholders. The Company has two reportable segments - the NexGel segment and the “CGN” segment.

The NexGel segment is comprised of the manufacturing of ultra-gentle, high-water-content hydrogel products for healthcare and consumer applications, which is based in Langhorne, Pennsylvania. The NexGel segment includes the Kenkoderm and Silly George recent acquisitions and the Enigma JV.

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The “CGN” segment is comprised of the JV used for the Company’s converting and packaging business, which is based in Granbury, Texas.

Cash

Cash is comprised of cash in banks and highly liquid investments, including U.S. treasury bills purchased with an original maturity of three months or less as well as investments in money market funds for which the carrying amount approximates fair value, due to the short maturities of these investments.

Margin Line of Credit

The Company has a brokerage account through which it can buy and sell U.S. treasury bills. The provisions of the account allow us to borrow on certain securities held in the account and to purchase additional securities based on the account equity (including cash). Amounts borrowed are collateralized by the securities held in the account and bear interest at a negotiated rate payable monthly. Securities pledged to secure margin balances cannot be specifically identified as a portion of all securities held in a brokerage account are used as collateral. As of December 31, 2023, there was $245 thousand outstanding under this short-term credit line which is included in accrued expenses and other current liabilities within the accompanying condensed consolidated balance sheet (see Note 11). The margin line credit line was repaid in January 2024 and there is no outstanding balance under the credit line as of June 30, 2024.

Accounts Receivable, net

Trade accounts receivable are stated at the amount the Company expects to collect and do not bear interest. The Company evaluates the collectability of accounts receivable and records a provision to the allowance for credit losses based on factors including the length of time the receivables are past due, the customer’s payment history, the credit quality of the customer and other factors that may affect the customers’ ability to pay. Provisions to the allowances for doubtful accounts are recorded in selling, general and administrative expenses. Account balances are charged off against the allowance when it is probable that the receivable will not be recovered. The allowance for credit losses was $18 thousand as of June 30, 2024 and $11 thousand as of December 31, 2023.

Inventory and Cost of Revenues

The inventory balance is stated at the lower of cost, the value determined by the first-in, first-out method, or net realizable value. The Company evaluates inventories for excess quantities, obsolescence, and shelf-life expiration. This evaluation includes an analysis of historical sales levels by product, projections of future demand, the risk of technological or competitive obsolescence for products, general market conditions, and a review of the shelf-life expiration dates for products. These factors determine when, and if, the Company adjusts the carrying value of inventory to estimated net realizable value.

The Company produces proprietary branded products and white label opportunities in our manufacturing of consumer products. In our contract manufacturing, the Company builds its products based on customer orders and immediately ships the products upon completion of the production process.

The inventory balance is made up of raw materials, work-in-progress, and finished goods. Inventory is maintained at the Company’s warehouses and at fulfilment centers owned by Amazon, Walmart and CVS.

The “Cost of revenues” line item in the condensed consolidated statements of operations is comprised of the book value of inventory sold to customers during the reporting period. When circumstances dictate that we use net realizable value as the basis for recording inventory, we base our estimates on expected future selling prices less expected disposal costs.

Research and Development

Our research and development activities focus on new and innovative products designed to support revenue growth. Research and development expenses consist primarily of contracted development and testing efforts associated with development of products.

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Shipping and Handling Revenue and Expense

Shipping and handling revenue and expense are included in our condensed consolidated statements of operations in revenues and cost of revenues, respectively. Shipping revenue and expense are primarily generated through the Amazon marketplace.

Property and Equipment, net

Property and equipment is recorded at historical cost, net of accumulated depreciation and amortization. Depreciation is provided over the assets’ useful lives on a straight-line basis. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or lease terms. Repairs and maintenance costs are expensed as incurred.

Management periodically assesses the estimated useful life over which assets are depreciated or amortized. If the analysis warrants a change in the estimated useful life of property and equipment, management will reduce the estimated useful life and depreciate or amortize the carrying value prospectively over the shorter remaining useful life.

The carrying amounts of assets sold or retired and the related accumulated depreciation are eliminated in the year of disposal and any resulting gains and losses are included in the results of operations during the same year.

Impairment of Long-Lived Assets

The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.

Goodwill and Intangible Assets

In applying the acquisition method of accounting, amounts assigned to identifiable assets and liabilities acquired were based on estimated fair values as of the date of acquisition, with the remainder recorded as goodwill. Identifiable intangible assets are initially recorded at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Identifiable intangible assets with definite lives are amortized over their estimated useful lives and are reviewed for impairment if indicators of impairment arise. Intangible assets with indefinite lives are tested for impairment within one year of the acquisition date or annually as of December 31, and whenever indicators of impairment exist. The fair value of intangible assets is compared with their carrying values, and an impairment loss would be recognized for the amount by which a carrying amount exceeds its fair value.

The Company performed the annual assessment and concluded it is more likely than not that the fair value exceeds the carrying value and no impairments were recognized in the year ended December 31, 2023.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets are recorded at historical cost and are primarily made up of $10 thousand and $64 thousand of prepaid insurance, and $458 thousand and $336 thousand general prepaid expenses and other current assets as of June 30, 2024 and December 31, 2023, respectively.

Other Assets

Other assets are recorded at historical costs, and as of June 30, 2024 and December 31, 2023, the balance is primarily comprised of spare parts for manufacturing equipment. Spare parts are not subject to depreciation until such time that they are placed into service and the part that is being replaced is disposed.

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Fair Value Measurements

The Company utilizes the fair value hierarchy to apply fair value measurements. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair values that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. The basis for fair value measurements for each level within the hierarchy is described below:

Level 1 —Quoted prices for identical assets or liabilities in active markets.

Level 2 —Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 —Valuations derived from valuation techniques in which one or more significant inputs to the valuation model are unobservable.

The Company considers the carrying amounts of its financial instruments (cash, accounts receivable and accounts payable, notes payable and convertible notes payable) in the condensed consolidated balance sheet to approximate fair value because of the short-term or highly liquid nature of these financial instruments.

Warrant Liability

Warrants to purchase common stock were issued in connection with equity financing raises, which occurred during 2019 through 2024. The fair values of the warrants are estimated as of the date of issuance and again at each year end using a Black-Scholes option valuation model. At issuance, the fair values of the warrant are recognized as an equity issuance cost within additional paid-in-capital. Fair value adjustments to the warrant liability are recognized in other income (expense) in the condensed consolidated statements of operations.

Revenue Recognition

The Company records revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation.

The Company currently recognizes revenue predominately from three sources, contract manufacturing, custom and white label finished goods manufacturing and our branded products. Revenues from manufactured products are recognized at the point where the customer obtains control of the goods and the Company satisfies its performance obligation, which generally is at the time the customer receives the product.

The Company’s customers consist of other life sciences companies and Amazon retail customers. Revenues are entirely concentrated in the United States. Payment terms vary by the type and location of customer and may differ by jurisdiction and customer but payment is generally required in a term ranging from 30 to 60 days from date of shipment.

Estimates for product returns, allowances and discounts are recorded as a reduction of revenue and are established at the time of sale. Returns are estimated through a comparison of historical return data and are determined for each product and adjusted for known or expected changes in the marketplace specific to each product, when appropriate. Historically, sales return provisions have not been material. Amounts accrued for sales allowances and discounts are based on estimates of amounts that are expected to be claimed on the related sales and are based on historical data. Payments for allowances and discounts have historically been immaterial.

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Disaggregated revenue by sales type ($ in thousands):

	2024		2023
	Three months ended
	June 30,
	2024		2023
Contract manufacturing	$	425	$	887
Custom and white label finished goods manufacturing		11		—
Branded consumer products		968		259
Other		36		21
Total	$	1,440	$	1,167

	2024		2023
	Six months ended
	June 30,
	2024		2023
Contract manufacturing	$	1,026	$	1,267
Custom and white label finished goods manufacturing		42		4
Branded consumer products		1,585		493
Other		53		22
Total	$	2,706	$	1,786

As of June 30, 2024 and December 31, 2023, the Company did not have any contract assets or contract liabilities from contracts with customers and there were no remaining performance obligations that the Company had not satisfied except for deferred revenue of $179 thousand and $20 thousand at June 30, 2024 and December 31, 2023, respectively, that the Company had not satisfied as of the end of the respective period.

The Company has four distinct lines of business; Contract Manufacturing, Custom and White Label, Branded Consumer Products, and Medical Devices/Other.

Contract Manufacturing

Customers order rolls of gel (“rollstock”). The rollstock is shipped to our customers, which they package into finished goods. Historically, this has been the Company’s primary source of revenue.

Custom and White Label

These products often infuse various ingredients into our base gel to develop unique product offerings to satisfy market demand (e.g. aloe infused into the gel for a beauty mask). The rollstock is converted and packaged into saleable units. The finished goods are shipped to the customer, who is ultimately responsible for product distribution. Frequently these products started as development deals, in which the customer paid the Company a small fee to develop a specific product. Once completed, the customer places a large order for newly developed product.

Branded Consumer Products

These products are finished goods marketed and sold directly to the customer by the Company through online and retail channels. The Company is responsible for sales, marketing, and distribution. These products carry the Company’s brand names, which include Medagel, Lumagel Beauty, Kenkoderm and Silly George.

Medical Devices

Medical Devices are a hybrid business, combining elements of Custom and White Label and Branded Consumer Products. Medical Devices, which are not yet marketed, are expected to be distributed through strategic partnerships. The Company will manufacture and possibly convert/package the device while the strategic partner brings the product to market. Small market Medical Devices could be launched by the Company, but also be offered to a distributor to reach the full scale of the market.

Share-based Compensation

On August 28, 2019, the Company adopted the 2019 Long-Term Incentive Plan, as amended (the “2019 Plan”). See Note 13 below for further details regarding the 2019 Plan.

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The 2019 Plan provides certain employees, contractors, and outside directors with share-based compensation in the form of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights and other awards. The fair values of incentive stock option award grants are estimated as of the date of grant using a Black-Scholes option valuation model. Compensation expense is recognized in the condensed consolidated statements of operations on a straight-line basis over the requisite service period, which is generally the vesting period.

Income Taxes

Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement and tax bases of assets and liabilities at the applicable tax rates. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates.

Tax benefits are recognized from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by a tax authority and based upon the technical merits of the tax position. The tax benefit recognized in the condensed consolidated financial statements for a particular tax position is based on the largest benefit that is more likely than not to be realized upon settlement. An unrecognized tax benefit, or a portion thereof, is presented in the condensed consolidated financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed.

Leases

ASC 842, Leases, requires recognition of leases on the condensed consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. As the Company’s leases do not provide an implicit rate, the Company used its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. A number of the lease agreements contain options to renew and options to terminate the leases early. The lease term used to calculate ROU assets and lease liabilities only includes renewal and termination options that are deemed reasonably certain to be exercised.

The Company recognized lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing operating leases longer than twelve months. The ROU assets were adjusted per ASC 842 transition guidance for existing lease-related balances of accrued and prepaid rent, and unamortized lease incentives provided by lessors. Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the year when the changes in facts and circumstances on which the variable lease payments are based occur. The Company has elected not to separate lease and non-lease components for all property leases for the purposes of calculating ROU assets and lease liabilities.

Variable Interest Entity

The Company reviews each legal entity formed by parties related to the Company to determine whether or not the Company has a variable interest in the entity and whether or not the entity would meet the definition of a variable interest entity (“VIE”) in accordance with ASC Topic 810, Consolidation. In assessing whether the Company has a variable interest in the entity as a whole, the Company considers and makes judgements regarding the purpose and design of the entity, the value of the licensed assets to the entity, the value of the entity’s total assets and the significant activities of the entity. If the Company has a variable interest in the entity as a whole, the Company assesses whether or not the Company is a primary beneficiary of that VIE, based on a number of factors, including: (i) which party has the power to direct the activities that most significantly affect the VIE’s economic performance, (ii) the parties’ contractual rights and responsibilities pursuant to the collaboration agreement, and (iii) which party has the obligation to absorb losses of or the right to receive benefits from the VIE that could be significant to the VIE.

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If the Company determines that it is the primary beneficiary of a VIE at the onset of the collaboration, the collaboration is treated as a business combination and the Company consolidates the financial statements of the VIE into the Company’s condensed consolidated financial statements. As of December 31, 2023, and on a quarterly basis thereafter, the Company will evaluate whether it continues to be the primary beneficiary of the consolidated VIE. If the Company determines that it is no longer the primary beneficiary of a consolidated VIE, it deconsolidates the VIE in the period in which the determination is made.

Assets and liabilities recorded as a result of consolidating the financial results of the VIE into the Company’s condensed consolidated balance sheet do not represent additional assets that could be used to satisfy claims against the Company’s general assets or liabilities for which creditors have recourse to the Company’s general assets.

Comprehensive loss

Comprehensive loss consists of net loss and changes in equity during the period from transactions and other equity and circumstances generated from non-owner sources. The Company’s net loss equals comprehensive loss for all periods presented.

Recently Issued Accounting Standards

From time to time, new accounting pronouncements are issued by the FASB, or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on our condensed consolidated financial position or results of operations upon adoption.

In June 2016, the FASB issued Accounting Standards Update (“ASU’) 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 significantly changes the impairment model for most financial assets and certain other instruments. ASU 2016-13 will require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets, which will generally result in earlier recognition of allowances for credit losses on loans and other financial instruments. ASU 2016-13 is effective for the Company’s fiscal year beginning January 1, 2023 and subsequent interim periods. The Company adopted this new standard during the year ended December 31, 2023 and it did not have a material impact to its condensed consolidated financial statements.

Accounting Pronouncements Issued But Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU requires that an entity disclose specific categories in the effective tax rate reconciliation as well as reconciling items that meet a quantitative threshold. Further, the ASU requires additional disclosures on income tax expense and taxes paid, net of refunds received, by jurisdiction. The new standard is effective for annual periods beginning after December 15, 2024 on a prospective basis with the option to apply it retrospectively. Early adoption is permitted. The adoption of this guidance will result in the Company being required to include enhanced income tax related disclosures. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU includes amendments that expand the existing reportable segment disclosure requirements and requires disclosure of (i) significant expense categories and amounts by reportable segment as well as the segment’s profit or loss measure(s) that are regularly provided to the chief operating decision maker (the “CODM”) to allocate resources and assess performance; (ii) how the CODM uses each reported segment profit or loss measure to allocate resources and assess performance; (iii) the nature of other segment balances contributing to reported segment profit or loss that are not captured within segment revenues or expenses; and (iv) the title and position of the individual or name of the group or committee identified as the CODM. This guidance requires retrospective application to all prior periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The adoption of this guidance will result in the Company being required to include enhanced disclosures relating to its reportable segments. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements.

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4. Business Segments

The Company’s CODM evaluates the financial performance of the Company’s segments based upon segment adjusted operating income or (loss) as the profitability measure. Items outside of adjusted operating income or (loss) are not reported by segment, since they are excluded from the single measure of segment profitability reviewed by the CODM.

Summarized financial information concerning the Company’s reportable segments for each of the quarters ended June 30, 2024 and 2023 is presented below.

Schedule of Reportable Segments

For Quarter Ended June 30, 2024 ($ in thousands)

	NexGel			CGN JV			Total
Revenue
Contract Manufacturing	$	78		$	347		$	425
Custom and White Label Finished Goods		11			-			11
Branded Consumer Products		968			-			968
Other income		33			3			36
Total revenue		1,090			350			1,440

Cost of sales		705			325			1,030
Operating expenses		1,322			142			1,464
Loss from operations	$	(937	)	$	(117	)	$	(1,054	)

For Quarter Ended June 30, 2023 ($ in thousands)

	NexGel			CGN JV		Total
Revenue
Contract Manufacturing	$	291		$	596	$	887
Custom and White Label Finished Goods		-			-		-
Branded Consumer Products		259			-		259
Other income		18			3		21
Total revenue		568			599		1,167

Cost of sales		558			434		992
Operating expenses		884			53		937
Loss from operations	$	(874	)	$	112	$	(762	)

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For the Six Months Ended June 30, 2024 ($ in thousands)

	NexGel			CGN JV			Total
Revenue
Contract Manufacturing	$	269		$	757		$	1,026
Custom and White Label Finished Goods		42			-			42
Branded Consumer Products		1,585			-			1,585
Other income		45			8			53
Total revenue		1,941			765			2,706

Cost of sales		1,348			671			2,019
Operating expenses		2,309			303			2,612
Loss from operations	$	(1,716	)	$	(209	)	$	(1,925	)

For the Six Months Ended June 30, 2023 ($ in thousands)

	NexGel			CGN JV		Total
Revenue
Contract Manufacturing	$	479		$	788	$	1,267
Custom and White Label Finished Goods		4			-		4
Branded Consumer Products		493			-		493
Other income		19			3		22
Total revenue		995			791		1,786

Cost of sales		1,081			588		1,669
Operating expenses		1,677			86		1,763
Loss from operations	$	(1,763	)	$	117	$	(1,646	)

As of June 30, 2024 ($ in thousands)

	NexGel		CGN JV		Total
Assets:
Current assets:
Cash	$	1,026	$	43	$	1,069
Accounts receivable, net		111		494		605
Inventory		931		515		1,446
Prepaid expenses and other current assets		447		21		468
Total current assets		2,515		1,073		3,588

Goodwill		1,128		-		1,128
Intangibles, net		688		167		855
Property and equipment, net		852		1,516		2,368
Operating lease – right of use asset		1,444		298		1,742
Other assets		95		-		95
Total Assets	$	6,722	$	3,054	$	9,776

Liabilities
Current liabilities:
Accounts payable	$	578	$	667	$	1,245
Accrued expenses and other current liabilities		233		51		284
Deferred revenue		-		179		179
Current portion of note payable		12		75		87
Warrant liability		176		-		176
Contingent consideration liability		370		-		370
Financing lease liability, current portion		-		55		55
Operating lease liabilities, current portion		208		29		237
Total current liabilities		1,577		1,056		2,633

Financing lease liability, net of current portion		-		339		339
Operating lease liabilities, net of current portion		1,358		274		1,632
Notes payable, net of current portion		274		371		645
Total liabilities	$	3,209	$	2,040	$	5,249

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As of December 31, 2023 ($ in thousands)

	NexGel		CGN JV		Total
Assets:
Current assets:
Cash	$	2,458	$	242	$	2,700
Accounts receivable, net		26		607		633
Inventory		622		697		1,319
Prepaid expenses and other current assets		312		88		400
Total current assets		3,418		1,634		5,052

Goodwill		1,128		-		1,128
Intangibles, net		122		204		326
Property and equipment, net		898		601		1,499
Operating lease – right of use asset		1,543		312		1,855
Other assets		95		-		95
Total Assets	$	7,204	$	2,751	$	9,955

Liabilities
Current liabilities:
Accounts payable	$	509	$	724	$	1,233
Accrued expenses and other current liabilities		137		261		398
Deferred revenue		20		-		20
Current portion of note payable		6		74		80
Warrant liability		146		-		146
Contingent consideration liability		439		-		439
Operating lease liability, current portion		207		26		233
Total current liabilities		1,464		1,085		2,549

Operating lease liability, net of current portion		1,438		289		1,727
Notes payable, net of current portion		272		241		513
Total liabilities	$	3,174	$	1,615	$	4,789

5. Acquisition

Silly George Acquisition

On May 15, 2024, the Company entered into and closed a transaction related to an Asset Purchase Agreement dated May 15, 2024 (the “SG Purchase Agreement”) with Semmens Online Pty Ltd as Trustee for Semmens Business Trust, an Australian proprietary limited, whereby the Company purchased the Silly George Business. The Company believes the acquisition will be accretive and synergistic to its existing health and beauty customer product brands.

Under the terms of the Purchase Agreement and on the Closing Date, the Company paid the SG Seller a cash payment of $400,000 and issued $200,000 in shares of the Company’s common stock based on the 10-Day VWAP (as defined in the SG Purchase Agreement), or 89,892 of shares of the Company’s common Stock. Additionally, the Company shall pay the Seller a cash earn-out based on 20% of the Net Profit (as defined in the SG Purchase Agreement) related to the SG Assets for the fiscal quarterly period beginning June 30, 2024 and ending on June 30, 2028. Per the scope exception under ASC 815, the Company has not accrued the contingent consideration.

Schedule of Business Acquisitions

Provisional purchase consideration at preliminary fair value:
Purchase price	$	600
Contingent consideration liability		-
Consideration paid	$	600
Assets acquired and liabilities assumed at preliminary fair value
Inventory		56
Fixed assets		213
Product/technology related intangibles		77
Trademark related intangibles		600
Net tangible assets acquired	$	600

Kenkoderm Acquisition

On December 1, 2023, the Company closed a transaction related to an Asset Purchase Agreement dated November 30, 2023 with Olympus Trading Company, LLC, a Virginia limited liability company, whereby the Company purchased all assets related to the Kenkoderm Seller’s skincare line focused on reducing symptoms associated with psoriasis operating under the tradename “Kenkoderm” (“Kenkoderm acquisition”). The Company believes the Kenkoderm brand fits its health and wellness lines of product.

Under the terms of the Kenkoderm Purchase Agreement, the Company paid the Kenkoderm Seller a cash payment of $546,500 on December 1, 2023. Additionally, the Company shall pay the Kenkoderm Seller a cash earn-out of the same amount each quarter, payable in the subsequent month following quarter end, of $136,625, subject to adjustment. The cash earn-out can fluctuate higher or lower based on the quarterly results of the Kenkoderm business during 2024 according to the formula contained in the Purchase Agreement.

The provisional fair value of the purchase consideration issued to the Kenkoderm Seller was allocated to the net tangible assets acquired. The Company accounted for the Kenkoderm acquisition as the purchase of a business under GAAP under the acquisition method of accounting, and the assets and liabilities acquired were recorded as of the acquisition date, at their respective fair values and condensed consolidated with those of the Company. The fair value of the net assets acquired was approximately $169 thousand. The excess of the aggregate fair value of the net tangible assets has been allocated to goodwill.

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The table below shows a preliminary analysis for the Kenkoderm acquisition ($ in thousands):

Schedule of Business Acquisitions

Provisional purchase consideration at preliminary fair value:
Purchase price	$	547
Contingent consideration liability		439
Amount of consideration	$	986
Assets acquired and liabilities assumed at preliminary fair value
Inventory		56
Product/technology related intangibles		77
Marketing related intangibles		36
Net tangible assets acquired	$	169

Total net assets acquired	$	169
Consideration paid		986
Preliminary goodwill	$	817

Non-controlling Interest in Joint Venture – CGN

On March 1, 2023, the Company acquired a 50% interest in the JV (see Note 1). The JV is owned 50% by the Company and 50% by CG Labs. CG Labs contributed its existing converting and packaging division to the JV, including, but not limited to, its facilities, equipment, employees, and customers. The Company will contribute $500,000 to the JV, on a schedule to be determined, to be used for equipment and facility upgrades as well as general corporate purposes for the JV.

The JV is considered to be a VIE and we have consolidated the JV because we believe we are the primary beneficiary because we meet the Power and the Economics Criteria, as laid out in ASC 323.

The recorded assets acquired and liabilities assumed in connection with the formation of the JV based on their estimated fair values as of the March 1, 2023. The purchase price allocation is as follow ($ in thousands):

Schedule of Business Acquisitions

Purchase consideration at fair value:
Cash contributed by the Company	$	500
Noncontrolling interest portion of CG Labs contributed business		500
Consideration Paid	$	1,000
Assets acquired and liabilities assumed at fair value
Cash contributed by the Company		500
Fixed assets		213
Product/technology related intangibles		217
Marketing related intangibles		70
Net tangible assets acquired	$	1,000

Non-controlling Interest in Joint Venture – Enigma

On January 6, 2023, the Company acquired a 50% interest in a newly formed JV (“Enigma”) to pursue branded consumer product retail opportunities and the development of new patch products. The JV agreement is effective January 6, 2023. As a result of this transaction, the Company owns 50% of the JV, with the remaining 50% held by Moiety. As of June 30, 2024, the Company has contributed $20 thousand and $37 thousand has been contributed by the non-controlling interest portion of Enigma contributed business.

The JV is considered to be a VIE and we have consolidated the JV because we believe we are the primary beneficiary because we meet the Power and the Economics Criteria, as laid out in ASC 323.

The allocation of the purchase price to identifiable assets is based on the preliminary valuations performed to determine the fair value of the net assets as of the acquisition date. The measurement period for the valuation of net assets acquired ends as soon as information on the facts and circumstances that existed as of the acquisition dates becomes available, but not to exceed 12 months following the acquisition date. Adjustments in purchase price allocations may require a change in the amounts allocated to net assets acquired during the periods in which the adjustments are determined.

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The unaudited pro-forma condensed consolidated results of operations are presented for information purposes only. The unaudited pro-forma condensed consolidated results of operations are not intended to present actual results that would have been attained had the Kenkoderm and Silly George acquisitions and the CGN JV and Enigma JV been completed as of January 1, 2023 or to project potential operating results as of any future date or for any future periods ($ in thousands except share and per share amounts):

	2024			2023
	June 30,			June 30,
	2024			2023
Revenues, net	$	3,280		$	5,239
Net loss allocable to common shareholders	$	(1,780	)	$	(980	)
Net loss per share	$	(0.29	)	$	(0.17	)
Weighted average number of shares outstanding		6,208,104			5,714,167

6. Operating Leases

The Company has an operating lease for a commercial manufacturing facility and administrative offices located in Langhorne, Pennsylvania that runs through January 2031. There are two options that can extend the lease term for five years each. The exercise of the lease options to renew is solely at the Company’s discretion.

The Company also has a sublease for office and manufacturing space in Granbury, Texas that runs through February 2028.There is an option that can extend the lease term for an additional five years through February 2033. The exercise of the lease options to renew is solely at the Company’s discretion.

The following table presents information about the amount and timing of the liability arising from the Company’s operating lease as of June 30, 2024 ($ in thousands):

Maturity of Lease Liability	Operating Lease Liabilities
2024 (Remainder of year)	$	122
2025		245
2026		301
2027		315
2028		324
Thereafter		790
Total undiscounted operating lease payments		2,097
Less: Imputed interest		(228	)
Present value of operating lease liabilities	$	1,869
Weighted average remaining lease term		6.9 years
Weighted average discount rate		3.0	%

Total operating lease expense for the six months ended June 30, 2024 and 2023, was $143 thousand and $136 thousand, respectively, and is recorded in cost of goods sold and selling, general and administrative expenses in the accompanying condensed consolidated statements of operations.

Supplemental cash flows information related to leases was as follows:

	June 30,
	2024
Cash paid for amounts included in the measurement of lease liability ($ in thousands):
Operating cash flows from operating lease	$	122

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7. Financing Lease

In February 2024, the CGN JV entered into a lease agreement for certain equipment under separate non-cancelable equipment loan and security agreements. The agreement matures in January 2030. The agreements require monthly payments of principal and interest through maturity and are secured by the assets under the lease. As of June 30, 2024, $394 thousand is included in the property and equipment on the balance sheet. The weighted average interest rate was 9.1% at June 30, 2024.

The following table presents information about the amount and timing of the liability arising from the Company’s financing lease as of June 30, 2024 ($ in thousands):

Maturity of Lease Liability	Operating Lease Liability
2024 (Remainder of year)	$	45
2025		90
2026		91
2027		91
2028		91
Thereafter		98
Total undiscounted operating lease payments `		506
Less: Imputed interest		(112	)
Present value of operating lease liability	$	394
Weighted average remaining lease term		5.6 years
Weighted average discount rate		9.1	%

8. Inventory

Inventory consists of the following ($ in thousands):

Schedule of Inventory

	June 30,		December 31,
	2024		2023
Raw materials	$	945	$	899
Work-in-progress		59		12
Finished goods		442		408
Inventory, gross		1,446		1,319
Less: Inventory reserve for excess and slow moving inventory		-		-
Total	$	1,446	$	1,319

Inventory is maintained at the Company’s warehouses and at fulfillment centers owned by Amazon, Walmart and CVS. The Company builds its contract manufacturing products based on customer orders and immediately ships the products upon completion of the production process.

9. Property and Equipment, Net

Property and equipment consist of the following ($ in thousands):

Schedule of Property and Equipment

	Useful Life		June 30,			December 31,
	(Years)		2024			2023
Machinery and equipment		3 - 10	$	1,378		$	1,280
Office furniture and equipment		3 - 10		184			139
Leasehold improvements		6		664			419
Construction in progress		N/A		944			387
Property and equipment, gross				3,170			2,225
Less: accumulated depreciation and amortization				(802	)		(726	)
Property and equipment, net			$	2,368		$	1,499

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Depreciation expense for the six months ended June 30, 2024 and 2023 was $76 and $61, respectively.

10. Intangible Assets

The following provides a breakdown of identifiable intangible assets as of June 30, 2024 and December 31, 2023 ($ in thousands):

	Useful Life	June 30,			December 31,
	(Years)	2024			2023
Product/Technology Related
Identifiable intangible assets, gross	3	$	325		$	325
Accumulated amortization			(142	)		(98	)
Product/technology related identifiable intangible assets, net			183			227
Marketing Related
Customer related intangible asset, gross	10		17			17
Tradename related intangible asset, gross	4		113			113
Trademark related intangibles	Indefinite		600			-
Accumulated amortization			(58	)		(31	)
Marketing related identifiable intangible assets, net			672			99
Total identifiable intangible assets, net		$	855		$	326

In connection with the May 29, 2020 acquisition of Sports Defense, the Company identified intangible assets of $55 thousand representing technology related and customer related intangibles.

In connection with the March 1, 2023 CGN JV, the Company identified intangible assets of $287 thousand representing technology related and customer related intangibles.

In connection with the December 1, 2023 acquisition of Kenkoderm, the Company identified intangible assets of $113 thousand representing technology related and customer related intangibles.

In connection with the May 15, 2024 acquisition of Silly George, the Company identified intangible assets of $600 thousand representing trademark related intangibles with indefinite lives. Intangible assets with indefinite lives are tested for impairment within one year of the acquisition date or annually as of December 31, and whenever indicators of impairment exist.

These assets are being amortized on a straight-line basis over their weighted average estimated useful life of 4.5 years and amortization expense amounted to $72 and $4 thousand for the six months ended June 30, 2024 and 2023, respectively.

As of June 30, 2024, the estimated annual amortization expense for each of the next five fiscal years is as follows ($ in thousands):


2024 (remainder of the year)	$	48
2025		126
2026		64
2027		13
2028		2
Thereafter		2
Subtotal		255
Indefinite lived intangible assets subject to impairment		600
Total	$	855

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11. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following ($ in thousands):

	June 30,		December 31,
	2024		2023
Salaries, benefits, and incentive compensation	$	98	$	61
Margin line of credit		-		245
Other		186		92
Total accrued expenses and other current liabilities	$	284	$	398

12. Common Stock

At June 30, 2024, the Company has reserved common stock for issuance in relation to the following:

Share-based compensation plan			546,364
Warrants to purchase common stock			3,713,519
Restricted stock units			84,284

On June 6, 2024, Company issued 5,000 common shares to a consultant valued at $9 thousand.

On February 15, 2024 (the “Closing Date”), the Company, entered into subscription agreements with investors, the Company’s Chief Financial Officer and certain members of its board of directors for a RDO of the Company’s common stock. The RDO sold an aggregate 242,891 units at a price to the public of $4.22 per unit, with each unit consisting of two shares of the Company’s common stock, and a warrant to purchase one share of common stock at an exercise price of $4.00 per share. The $4.22 purchase price equals two times the last reported sale price of $2.11 per share of the Company’s common stock on February 15, 2024 on The Nasdaq Capital Market. The Company issued 485,782 shares of common stock and warrants to purchase up to 242,891 shares of common stock.

Subject to certain ownership limitations, each of the warrants became exercisable on the Closing Date, with an exercise price of $4.00 per share and will expire five years after the Closing Date. The warrants may only be exercised on a cashless basis if there is no registration statement registering, or the prospectus contained in the registration statement is not available for, the issuance or resale of shares of common stock underlying the warrants to or by the holder. The holder of a warrant is prohibited from exercising of any such warrants to the extent that such exercise would result in the number of shares of common stock beneficially owned by such holder and its affiliates exceeding 4.99% of the total number of shares of common stock outstanding immediately after giving effect to the exercise, which percentage may be increased or decreased at the holder’s election not to exceed 9.99%.

The net proceeds to the Company from the RDO were $0.9 million, after deducting the placement agent’s fees and other estimated offering expenses payable by the Company, and excluding the proceeds, if any, from the exercise of the warrants. The Company intends to use the net proceeds from the RDO for working capital and for general corporate purposes.

The Company retained Alere Financial Partners, LLC (A division of Cova Capital Partners, LLC) to act as the placement agent for the RDO. The Company paid the placement agent a cash fee of 6% of the aggregate gross proceeds in the RDO received from non-affiliates of the Company and 3% of the aggregate gross proceeds in the RDO received from affiliates of the Company. Additionally, on the Closing Date, the Company issued to the placement agent warrants exercisable for a period of five years to purchase up to 6% of the number of shares sold in this offering, or up to 27,725 shares, at a per share exercise price of $4.00.

13. Share-based Compensation

The 2019 Plan provides for the granting of incentive stock options, nonqualified stock options, restricted stock, stock appreciation rights (“SARs”), restricted stock units, performance awards, dividend equivalent rights and other awards, which may be granted singly, in combination, or in tandem, and which may be paid in cash, shares of common stock of the Company or a combination of cash and shares of common stock of the Company. The Company initially reserved a total of 57,143 shares of the Company’s common stock for awards under the 2019 Plan. Effective as of May 26, 2020 and May 3, 2021, respectively, the Board approved an increase of the number of authorized shares of common stock reserved under the 2019 Plan from 57,143 shares of common stock to 485,715 and from 485,715 shares of common stock to 571,429 shares of common stock, all of which may be delivered pursuant to incentive stock options.

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On March 23, 2023, the Board approved an additional 300,000 shares of common stock to be reserved under the 2019 Plan, such that total of number of shares underlying the Plan is 871,429 of which 609,687 shares have already been awarded or exercised. Subject to adjustments pursuant to the 2019 Plan, the maximum number of shares of common stock with respect to which stock options or SARs may be granted to an executive officer during any calendar year is 14,286 shares of common stock.

The following table contains information about the 2019 Plan as of June 30, 2024:

Awards

Awards

Awards

Reserved for

Issued &

Awards

Available for

Issuance

Outstanding

Exercised

Grant

2019 Plan⁽¹⁾

871,429

607,551

19,541

244,337

Awards issued in excess of 2019 Plan⁽²⁾

70,623

48,401

⁽¹⁾	Includes incentive stock options and restricted stock units discussed below.
⁽²⁾	Includes shares of restricted common stock granted outside of the 2019 Plan to our Chief Executive Officer, Adam Levy.

Incentive stock options

The following table summarizes the Company’s incentive stock option activity and related information for the period ended June 30, 2024:

						Weighted
				Weighted		Average
				Average		Contractual
	Number of			Exercise		Term in
	Options			Price		Years
Outstanding at January 1, 2024		560,650		$	2.350742		7.95
Granted		—			—		—
Exercised		—			—		—
Forfeited		—			—		—
Cancelled		—			—		—
Expired		(14,286	)		5.25		—
Outstanding at June 30, 2024		546,364		$	2.274933		7.45
Exercisable at June 30, 2024		421,364		$	1.733517		7.06

As of June 30, 2024 and 2023, vested outstanding stock options had $207 thousand and $129 thousand of intrinsic value as the exercise price is greater than the estimated fair value of the underlying common stock, respectively. As of June 30, 2024, there were no unrecognized share-based compensation related to unvested stock options, excluding options fully contingent upon certain sales-based milestones being achieved within 18 to 36 months of commercial release.

Restrictive stock awards

Effective as of January 1, 2024, the Company granted an aggregated restricted stock award of 22,222 shares of the Company’s common stock to Adam Levy for his service as our Chief Executive Officer pursuant to the terms of his Executive Employment Agreement dated December 31, 2023. The shares vested monthly from April 1, 2024 through December 31, 2024. Under ASC 718, Compensation—Stock Compensation, the Company has measured the value of the 22,222 shares granted based on the closing price of the Company’s stock at the grant date of the RSU Grant ($2.25 per share).

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				Weighted
				Average
	Number of			Grant Date
	Units			Fair Value
Outstanding at January 1, 2024		64,562		$	1.82
Granted		22,222			2.25
Exercised and converted to common shares		(2,000	)		1.82
Forfeited		(1,750	)		1.82
Outstanding at June 30, 2024		82,534		$	1.93
Exercisable at June 30, 2024		35,595		$	1.91

Compensation expense will be recognized ratably over the total vesting schedule. The Company will periodically adjust the cumulative compensation expense for forfeited awards. Stock based compensation of $118 thousand and $53 thousand has been recorded for the six months ended June 30, 2024 and 2023, respectively. As of June 30, 2024, there was $77 thousand unrecognized share-based compensation related to unvested RSUs, which the Company expects to recognize through December 2025.

Warrants

The following table shows a summary of common stock warrants through June 30, 2024:

Schedule of Common Stock Warrants

			Weighted		Weighted
			Average		Average
	Number of		Exercise		Contractual
	Warrants		Price		Term in Years
Outstanding at January 1, 2024		3,442,904	$	5.414793		2.87
Granted		270,615		4.00		5.00
Exercised		—		—		—
Forfeited		—		—		—
Cancelled		—		—		—
Expired		—		—		—
Outstanding at June 30, 2024		3,713,519	$	5.311694		2.79
Exercisable at June 30, 2024		3,713,519	$	5.311694		2.79

As of June 30, 2024 and 2023, vested outstanding warrants had no intrinsic value as the exercise price is greater than the estimated fair value of the underlying common stock.

14. Notes Payable

CGN JV Notes Payable

The CGN JV has entered into a $231 thousand promissory note agreement for certain equipment. The equipment was installed in December 2023. The promissory note has a term of five years beginning on March 13, 2024. The promissory note accrues interest at 8% and requires interest only payments through March 13, 2024 and monthly payments of $4 thousand thereafter. The principal balance amounted to $218 thousand and $231 thousand as of June 30, 2024 and December 31, 2023, respectively.

The CGN JV has entered into a $237 thousand promissory note agreement for certain equipment. The funding advances of $153 thousand and $84 thousand have been issued in February 2024 and December 2023, respectively. The promissory note has a term of five years beginning on March 13, 2024. The promissory note accrues interest at 8% and requires interest only payments through March 13, 2024 and monthly payments of $5 thousand thereafter. The principal balance amounted to $228 thousand and $84 thousand as of June 30, 2024 and December 31, 2023, respectively.

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NexGel

The Company has entered into a $13 thousand promissory note agreement for certain leasehold improvements. The leasehold improvements were installed in February 2024. The promissory note has a term of two years beginning on February 11, 2024. The promissory note accrues interest at 0% and requires monthly payments of $545. The principal balance amounted to $11 thousand as of June 30, 2024.

Economic Injury Disaster Loan

On May 28, 2020, the Company entered into the standard loan documents required for securing a loan (the “EIDL Loan”) from the SBA under its Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business. Pursuant to that certain Loan Authorization and Agreement (the “SBA Loan Agreement”), the principal amount of the EIDL Loan is up to $260,500, with proceeds to be used for working capital purposes. Interest accrues at the rate of 3.75% per annum. Installment payments, including principal and interest, are due monthly beginning May 28, 2021 (twelve months from the date of the SBA Note) in the amount of $1,270. The balance of principal and interest is payable thirty years from the date of the SBA Note. In connection therewith, the Company received an $8 thousand advance, which does not have to be repaid. On March 26, 2021, the SBA announced that all EIDL loans issued in 2020 will start repayment 24 months from the date of the SBA Note. The SBA has since extended the repayment start to 30 months from the date of the SBA Note. The Company made its first payment in December 2022. The balances of the principal and accrued interest amounted to $275 and $279 thousand as of June 30, 2024 and December 31, 2023, respectively.

The future annual principal amounts and accrued interest to be paid as of June 30, 2024 are as follows:

Schedule of Debt Instruments

	Amount
For the year ending December 31 ($ in thousands):
2024	$	49
2025		96
2026		96
2027		103
2028		111
Thereafter		277
Total	$	732

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15. Warrant Liability

On February 21, 2024, September 2, 2021, March 11, 2021, February 3, 2021, December 24, 2020, March 18, 2020, September 10, 2019, and November 6, 2019, the Company issued 27,725, 22,019, 34,285, 7,429, 7,286, 44,286, 35,714 and 114,286 warrants, respectively, as equity issuance consideration, in connection with equity offering of the Company’s common stock. The warrants entitle the holder to purchase one share of our common stock at an exercise price equal to $0.49 to $5.25 per share at any time on or after their issuance date and on or prior to the close of business three years after the issuance date (the “Termination Date”). The Company determined that these warrants are free standing financial instruments that are legally detachable and separately exercisable from the common stock included in the public share offering. Management also determined that the warrants required classification as a liability pursuant to ASC 815, Derivatives and Hedging. In accordance with the accounting guidance, the outstanding warrants are recognized as a warrant liability on the balance sheet and are measured at their inception date fair value and subsequently re-measured at each reporting period with changes being recorded as a component of other income (expense) in the condensed consolidated statements of operations.

The warrants outstanding and fair values at each of the respective valuation dates are summarized below:

Schedule of Warrant Liability

Warrant Liability	Warrants Outstanding		Fair Value per Share		Fair Value
Fair value as of year ended 12/31/2023		71,019			$	146
Fair value at initial measurement date		27,725	$	2.01		56
Change in fair value of warrant liability		-				(26	)
Fair value as of year ended 6/30/2024		98,744			$	176

The following assumptions were used to calculate the warrant liability for six months ended June 30, 2024 and 2023:

	2024			2023
Exercise price	$	2.80 to $5.25		$	0.49 - $5.25
Share price		$1.99 - $2.73		$	1.28
Volatility		113.39% - 283.32	%		137.02 - 287.87	%
Risk-free interest rate		4.21% - 5.09	%		3.81 % - 4.74	%
Dividend yield		0.0	%		0.0	%
Expected term		1.2 to 5.0 years			0.1 to 3.4 years

The warrant liabilities are considered Level 3 liabilities on the fair value hierarchy as the determination of fair value includes various assumptions about of future activities and the Company’s stock prices and historical volatility of Guideline Public Companies as inputs.

16. Commitments and Contingencies

Litigation

The Company may be subject to legal proceedings and claims that arise in the ordinary course of business. Management is not currently aware of any matters that will have a material effect on the condensed consolidated financial position, results of operations, or cash flows of the Company.

Service Agreement

On March 21, 2023, the Company entered into a Services Agreement with GlaxoSmithKline Consumer Healthcare Holdings (US) LLC (“Haleon”) to supply material for a consumer product to be developed and released in the future. There can be no guaranty that a consumer product will be released or, if released, that it will be successful.

17. Concentrations of Risk

The Company’s revenues are concentrated in a small group of customers with some individually having more than 10% of total revenues. Revenues from one customer that exceeded 10% of total revenues for the six months ended June 30, 2024, was 15%. The accounts receivable from the top customer was 58% as well as 14% from one other customer of the total accounts receivable as of June 30, 2024.

Revenues from two customers that exceeded 10% of total revenues for the six months ended June 30, 2023, were 40% and 14%. The accounts receivable from those top two customers were 0% and 22% as well as 13%, 15%, and 16% from three other customers of the total accounts receivable as of June 30, 2023.

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash, cash equivalents and marketable securities. Cash balances are maintained principally at major U.S. financial institutions and are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to regulatory limits. Such cash balances are currently in excess of the FDIC insurance limit of $250 thousand. As of June 30, 2024, the Company did not have any balances that exceeded the FDIC insurance limit, however the Company had approximately $82 thousand in cash in non FDIC insured entities at June 30, 2024. The Company has not experienced any credit losses associated with its cash balances in the past. The Company invests its cash equivalents in U.S. treasury bills with original maturities of three months or less.

Marketable securities are comprised of U.S. treasury bills with original maturities greater than three months. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash, cash equivalents, and marketable securities and performs periodic evaluations of the credit standing of such institutions.

18. Related Party Transactions

Advances

Dr. Jerome Zeldis, a member of the Company board of directors, has an outstanding balance due of $25,000 for services as of June 30, 2024 and December 31, 2023, which is included in accounts payable in the accompanying condensed consolidated balance sheets.

19. Subsequent Events

Management of the Company has performed a review of events and transactions occurring after the condensed consolidated balance sheet date to determine if there were any such events or transactions requiring adjustment to or disclosure in the accompanying condensed consolidated financial statements, noting no such events or transactions except as set forth below:

On August 8, 2024, the Company entered into subscription agreements with investors, certain members of its board of directors, and management for the sale by the Company of an aggregate of 222,000 units at a price to the public of $5.00 per unit (the “August Offering”), with each unit consisting of two shares of the Company’s common stock and a warrant to purchase one share of common stock at an exercise price of $4.25 per share (the “August Warrants”). The closing of the August Offering is subject to customary closing conditions and is expected to occur on or about August 14, 2024 (the “August Closing Date”). On or about the August Closing Date, the Company expects to issue 444,000 shares of common stock and issue August Warrants to purchase up to 222,000 shares of common stock

Subject to certain ownership limitations, each of the August Warrants will become exercisable on the August Closing Date, will have an exercise price of $4.25 per share and will expire five years after the August Closing Date. The August Warrants may only be exercised on a cashless basis if there is no registration statement registering, or the prospectus contained in the registration statement is not available for, the issuance or resale of shares of common stock underlying the August Warrants to or by the holder. The holder of an August Warrant is prohibited from exercising of any such warrants to the extent that such exercise would result in the number of shares of common stock beneficially owned by such holder and its affiliates exceeding 4.99% of the total number of shares of common stock outstanding immediately after giving effect to the exercise, which percentage may be increased or decreased at the holder’s election not to exceed 9.99%.

Certain members of the Company’s board of directors and management have agreed to purchase an aggregate of 27,000 units in the August Offering. In connection with the August Offering, the members of board of directors and management purchasing units in the August Offering have agreed not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any of securities relating to the units for a period of 180 days following the date of the prospectus used in the August Offering.

The gross proceeds to the Company from the August Offering are expected to be approximately $1.110 million, before deducting the placement agent’s fees and other estimated offering expenses payable by the Company, and excluding the proceeds, if any, from the exercise of the August Warrants. The Company intends to use the net proceeds from the August Offering for working capital and for general corporate purposes.

The Company retained Alere Financial Partners, LLC (a division of Cova Capital Partners, LLC) to act as the placement agent (the “Placement Agent”) for the August Offering. The Company agreed to pay the Placement Agent a cash fee of 8% of the aggregate gross proceeds in the August Offering received from non-affiliates of the Company and 4% of the aggregate gross proceeds in the August Offering received from affiliates of the Company. Additionally, and upon the closing of the August Offering, the Company agreed to issue to the Placement Agent warrants exercisable for a period of five years to purchase up to 8% of the number of shares sold in August Offering, or up to 33,360 shares, at a per share exercise price of $4.25.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis are intended to help prospective investors understand our business, financial condition, results of operations, liquidity and capital resources. You should read this discussion in conjunction with our condensed consolidated financial statements and related notes thereto included elsewhere in this information statement.

The statements in this discussion regarding industry outlook, expectations regarding our future performance, liquidity and capital resources and other non-historical statements are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in “Special Note Regarding Forward-Looking Statements.” Actual results may differ materially from those contained in any forward-looking statements.

The NexGel Financial Statements, discussed below, reflect the NexGel financial condition, results of operations, and cash flows. The financial information discussed below and included in this information statement, however, may not necessarily reflect what the NexGel financial condition, results of operations, or cash flows would have been had NexGel been operated as a separate, independent entity during the years presented, or what the NexGel financial condition, results of operations, and cash flows may be in the future.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements,” which include information relating to future events, future financial performance, strategies, expectations, competitive environment and regulation. Words such as “may,” “should,” “could,” “would,” “predict,” “potential,” “continue,” “expect,” “anticipate,” “future,” “intend,” “plan,” “believe,” “estimate,” and similar expressions, as well as statements in future tense, identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will actually be achieved. Forward-looking statements are based on information we have when those statements are made or our management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

	●	our ability to continue as a going concern;

	●	inadequate capital;

	●	inadequate or an inability to raise sufficient capital to execute our business plan;

	●	our ability to comply with current good manufacturing practices;

	●	loss or retirement of key executives;

	●	our plans to make significant additional outlays of working capital before we expect to generate significant revenues and the uncertainty regarding when we will begin to generate significant revenues, if we are able to do so;

	●	adverse economic conditions and/or intense competition;

	●	loss of a key customer or supplier;

	●	entry of new competitors;

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	●	adverse federal, state and local government regulation;

	●	technological obsolescence of our manufacturing process and equipment;

	●	technical problems with our research and products;

	●	risks of mergers and acquisitions including the time and cost of implementing transactions and the potential failure to achieve expected gains, revenue growth or expense savings;

	●	price increases for supplies and components; and

	●	the inability to carry out our business plans.

For a discussion of these and other risks that relate to our business and investing in shares of our common stock, you should carefully review the risks and uncertainties described elsewhere in this Quarterly Report on Form 10-Q. The forward-looking statements contained in this Quarterly Report on Form 10-Q are expressly qualified in their entirety by this cautionary statement. We do not undertake any obligation to publicly update any forward-looking statement to reflect events or circumstances after the date on which any such statement is made or to reflect the occurrence of unanticipated events.

Overview

We manufacture high water content, electron beam cross-linked, aqueous polymer hydrogels, or gels, used for wound care, medical diagnostics, transdermal drug delivery and cosmetics. We specialize in custom gels by capitalizing on proprietary manufacturing technologies. We have historically served as a contract manufacturer, supplying our gels to third parties who incorporate them into their own products. Beginning in 2020, we created two new lines of business for the company. First, our own line of branded consumer products sold direct to consumers. Second, we expanded into custom and white label opportunities, which focuses on combining our gels with proprietary branded products and white label opportunities. All of our gel products are manufactured using proprietary and non-proprietary mixing, coating and cross-linking technologies. Together, these technologies enable us to produce gels that can satisfy rigid tolerance specifications with respect to a wide range of physical characteristics (e.g., thickness, water content, adherence, absorption, moisture vapor transmission rate [a measure of the passage of water vapor through a substance] and release rate) while maintaining product integrity. Additionally, we have the manufacturing ability to offer broad choices in the selection of liners onto which the gels are coated. Consequently, we and our customers are able to determine tolerances in moisture vapor transmission rate and active ingredient release rates while personalizing color and texture.

Beginning in December 2023, the Company expanded their product portfolio to include the Kenkoderm brand. Kenkoderm is a skincare line focused on reducing symptoms associated with psoriasis. Kenkoderm products do not utilize our gel technology and are manufactured by third parties.

Beginning in May 2024, the Company added the Silly George brand. Silly George is a beauty and cosmetics company focused on eyeliner, fake eyelashes, lash growth serum and mascara.

Joint Ventures

CGN

On March 1, 2023, the Company acquired a 50% interest in its newly formed JV for its converting and packaging business. The JV agreement is effective March 1, 2023. As a result of this transaction, the Company owns 50% of the JV, with the remaining 50% held by CG Labs.

Enigma Health

On January 6, 2023, the Company acquired a 50% interest in its newly formed JV to pursue branded consumer product retail opportunities and the development of new patch products. The JV agreement is effective January 6, 2023. As a result of this transaction, the Company owns 50% of the JV, with the remaining 50% held by Moiety.

Acquisitions

Kenkoderm

On December 1, 2023, we purchased substantially all of the assets of Olympus Trading Company, LLC (the “Kenkoderm Seller”) related to the Seller’s skincare line focused on reducing symptoms associated with psoriasis operating under the tradename “Kenkoderm” (“Kenkoderm acquisition”).

Under the terms of the Kenkoderm acquisition, the Company paid the Seller a cash payment of $546,500.

Additionally, the Company will pay the Kenkoderm Seller a cash earn-out of the same amount each quarter, payable in the subsequent month flowing quarter end, of $136,625, subject to adjustment. The cash earn-out can fluctuate higher or lower based on the quarterly results of the Kenkoderm business during 2024 according to the formula contained in the Asset Purchase Agreement relating to the Kenkoderm acquisition.

Silly George

Under the terms of the Purchase Agreement and on the Closing Date, the Company paid the SG Seller a cash payment of $400,000 and issued $200,000 in shares of the Company’s common stock based on the 10-Day VWAP (as defined in the SG Purchase Agreement), or 89,892 of shares of the Company’s common Stock. Additionally, the Company shall pay the Seller a cash earn-out based on 20% of the Net Profit (as defined in the SG Purchase Agreement) related to the Business for the fiscal quarterly period beginning June 30, 2024 and ending on June 30, 2028.

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Results of Operations

The following sections discuss and analyze the changes in the significant line items in the accompanying condensed consolidated statements of operations for the comparison periods identified.

Comparison of the Three Months ended June 30, 2024 and 2023 ($ in thousands)

Revenues, net

For the three months ended June 30, 2024 revenues were $1,440 and increased by $273, or 23.4%, when compared to $1,167 for the three months ended June 30, 2023. The increase in our overall revenues was primarily due to sales growth in our branded consumer products, including gross revenue from Silly George of $380 from May 15, 2024 through June 30, 2024, and partially offset by a decrease in contract manufacturing.

The Company has four distinct lines of business; Contract Manufacturing, Custom and White Label, Branded Consumer Products, and Medical Devices.

Contract Manufacturing

Custom and White Label

These products often infuse various ingredients into our base gel to develop unique product offerings to satisfy market demand (e.g. aloe infused into the gel for a beauty mask). The rollstock is converted and packaged into saleable units. The finished goods are shipped to the customer, who is ultimately responsible for product distribution. Frequently these products started as development deals, in which the customer paid the company a small fee to develop a specific product. Once completed, the customer places a large order for newly developed product.

Branded Consumer Products

Medical Devices

Gross profit. Our gross profit was $410 for the three months ended June 30, 2024 compared to a gross profit of $175 thousand for the three months ended June 30, 2023. The increase of $235 in gross profit quarter over quarter was primarily due to the increase in branded consumer products. Gross profit was 28.5% for the three months ended June 30, 2024 compared to a gross profit of 15.0% for the three months ended June 30, 2023.

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The components of cost of revenues are as follows for the three months ended June 30, 2024 and 2023 ($ in thousands):

	Three Months Ended
	June 30,
	2024		2023
Cost of revenues
Materials and finished products	$	676	$	594
Share-based compensation		2		-
Compensation and benefits		154		163
Depreciation and amortization		29		21
Equipment, production and other expenses		169		214
Total cost of revenues	$	1,030	$	992

Cost of revenues increased by $38, or 3.8%, to $1,030 for the three months ended June 30, 2024, as compared to $992 for the three months ended June 30, 2023. The increase in cost of revenues is primarily aligned with sales of branded consumer products, as both Silly George and Kenkoderm were acquired after the comparable 2023 time period.

Selling, general and administrative expenses. The following table highlights Selling, general and administrative expenses by type for the three months ended June 30, 2024 and 2023 ($ in thousands):

	Three Months Ended
	June 30,
	2024		2023
Selling, general and administrative expenses
Compensation and benefits	$	252	$	176
Share-based compensation		53		23
Depreciation and amortization		52		16
Advertising, marketing, and Amazon fees		442		166
Investor and shareholder services		88		140
Franchise tax and corporate insurance		22		63
Professional and consulting fees		401		246
Other expenses and professional fees		78		52
Total Selling, general and administrative expenses	$	1,388	$	882

Selling, general and administrative expenses increased by $506, or 57.4%, to $1,388 for the three months ended June 30, 2024, as compared to $882 for the three months ended June 30, 2023. The increase in Selling, general and administrative expenses is primarily attributable to the factors described below.

Compensation and benefits increased by $76, or 43.2%, to $252 for the three months ended June 30, 2024, as compared to $176 for the three months ended June 30, 2023. The number of employees increased compared to the prior period and officer compensation increased in conjunction with contract renewals.

Share-based compensation increased by $30 or 130.4%, to $53 for the three months ended June 30, 2024, as compared to $23 for the three months ended June 30, 2023. The increase related to the issuance of stock options and restricted awards to our officers, employees, board of directors, and advisors.

Advertising, marketing, Amazon fees increased by $276, or 166.3%, to $442 for the three months ended June 30, 2024, as compared to $166 for the three months ended June 30, 2023. The increase is due to the increased Amazon selling fees and an increase in advertising and marketing attributable to promoting Kenkoderm and Silly George.

Investor and shareholder services decreased by $52 or 37.1%, to $88 for the three months ended June 30, 2024, as compared to $140 for the three months ended June 30, 2023. The decrease is due to a net reduction of investor services compared to the prior year period.

Franchise taxes and corporate insurance decreased by $41, or 65.1%, to $22 for the three months ended June 30, 2024, as compared to $63 thousand for the three months ended June 30, 2023. In the prior year period, a non-recurring adjustment resulted in an increase in franchise taxes.

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Professional and consulting fees increased by $155, or 63.0%, to $401 for the three months ended June 30, 2024, as compared to $246 for the three months ended June 30, 2023. We continued to incur accounting and consulting fees associated with public company governance requirements and professional services related to branded consumer products.

Other Expenses increased by $26, or 50.0%, to $78 for the three months ended June 30, 2024 from $52 for the three months ended June 30 2023. Other Selling, general and administrative expenses generally consist of normal costs associated with our selling efforts and general management, including information technology, travel, training and recruiting.

Research and development expenses. Research and development expenses increased by $21, or 38.2%, to $76 for the three months ended June 30, 2024 from $55 for the three months ended June 30, 2023. Research and development expenses are related to research costs incurred for potential products for existing or new customers.

Comparison of the Six Months ended June 30, 2024 and 2023 (in thousands)

Revenues, net

For the six months ended June 30, 2024, revenues were $2,706 and increased by $920, or 51.5%, when compared to $1,786 for the six months ended June 30, 2023. The increase in our overall revenues was primarily due to sales growth in our branded consumer products, including gross revenue from Silly George of $380 from May 15, 2024 through June 30, 2024, and partially offset by a decrease in contract manufacturing.

Gross profit. Our gross profit was $687 for the six months ended June 30, 2024, compared to a gross profit of $117 for the six months ended June 30, 2023. The increase of $570 in gross profit recorded for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023, was primarily due to increase in branded consumer products. Gross profit was approximately 25.4% for the six months ended June 30, 2024, compared to a gross profit of 6.6% for the six months ended June 30, 2023.

The components of cost of revenues are as follows for the six months ended June 30, 2024 and 2023 ($ in thousands):

	Six Months Ended June 30,
	2024		2023
Cost of revenues
Materials and finished products	$	1,287	$	949
Share based compensation		5		-
Compensation and benefits		335		334
Depreciation and amortization		60		42
Equipment, production, and other expenses		332		344
Total cost of revenues	$	2,019	$	1,669

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Cost of revenues increased by $350, or 21.0%, to $2,019 for the six months ended June 30, 2024, as compared to $1,669 for the six months ended June 30, 2023. The increase in cost of revenues pertains to an increase in materials and finished products. The increase in cost of revenues is primarily aligned with sales of branded consumer products, as both Silly George and Kenkoderm were acquired after the comparable 2023 time period.

Selling, general, and administrative expenses. The following table highlights selling, general, and administrative expenses by type for the six months ended June 30, 2024 and 2023 ($ in thousands):

	Six Months Ended June 30,
	2023		2022
Selling, general, and administrative expenses
Compensation and benefits	$	504	$	321
Share-based compensation		104		42
Depreciation and amortization		83		26
Advertising, marketing, and Amazon fees		695		260
Investor and shareholder services		150		237
Franchise tax and corporate insurance		80		122
Professional and consulting fees		765		552
Other expenses		153		119
Total selling, general and administrative expenses	$	2,534	$	1,679

Selling, general, and administrative expenses increased by $855, or 50.9%, to $2,534 for the six months ended June 30, 2024, as compared to $1,679 for the six months ended June 30, 2023. The increase in selling, general, and administrative expenses is primarily attributable to increased Advertising, marketing and Amazon fees, which directly correlates to our growth in branded consumer products.

Compensation and benefits increased by $183, or 57.0%, to $504 for the six months ended June 30, 2023, as compared to $321 for the six months ended June 30, 2023. The number of employees increased compared to the prior period and officer compensation increased in conjunction with contract renewals.

Share-based compensation increased by $62, or 147.6%, to $104 for the six months ended June 30, 2024, as compared to $42 for the six months ended June 30, 2023. The increase related to the issuance of stock options and restricted awards to our officers, employees, board of directors, and advisors.

Advertising, marketing, Amazon fees increased by $435 or 167.3%, to $695 for the six months ended June 30, 2024, as compared to $260 for the six months ended June 30, 2023. The increase is due to the increased Amazon selling fees and increase in advertising and marketing attributable to promoting Kenkoderm and Silly George.

Investor and shareholder services decreased by $87 or 36.7%, to $150 for the six months ended June 30, 2024, as compared to $237 for the six months ended June 30, 2023. The decrease is due to a net reduction of investor services compared to the prior year period.

Franchise taxes and corporate insurance decreased by $42 or 34.4%, to $80 for the six months ended June 30, 2024, as compared to $122 for the six months ended June 30, 2023. In the prior year period, a non-recurring adjustment resulted in an increase in franchise taxes.

Professional and consulting fees increased by $213 or 38.6% to $765 for the six months ended June 30, 2024, as compared to $552 for the six months ended June 30, 2023. We continued to incur accounting and consulting fees associated with public company governance requirements and professional services related to branded consumer products.

Other expenses increased by $34, or 28.6%, to $153 for the six months ended June 30, 2024 from $119 for the six months ended June 30, 2023. Other Selling, general and administrative expenses generally consist of normal costs associated with our selling efforts and general management, including information technology, travel, training and recruiting.

Research and development expenses. Research and development expenses decreased by $6, or 7.1% to $78 for the six months ended June 30, 2024 from $84 for the six months ended June 30, 2023. Research and development expenses are related to research costs incurred for potential products for existing or new customers.

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Liquidity and Capital Resources

Cash Flow (in thousands)

	June 30,			June 30,
	2024			2023
Net cash used in operating activities	$	(1,792	)	$	(1,926	)
Net cash provided by (used in) investing activities		(704	)		4,519
Net cash provided by (used in) financing activities		865			(3	)
Net increase (decrease) in cash and cash equivalents		(1,631	)		2,590
Cash and cash equivalents at beginning of year		2,700			1,101
Cash and cash equivalent at end of quarter	$	1,069		$	3,691

As of June 30, 2024, we had $1,069 of cash and cash equivalents, compared to $2,700 of cash and cash equivalents at December 31, 2023. Net cash used in operating activities was $1,792 and $1,926 for the six months ended June 30, 2024 and 2023, respectively.

Net cash used in investing activities was $704 and net cash provided by investing activities was $ 4,519 for the six months ended June 30, 2024 and 2023, respectively, consisting of the sales of marketable securities of $57, the purchase of capital equipment of $361 and the acquisition of $400 for six months ended June 30, 2024 and consisting of the sales of marketable securities of $4,772 and purchases of capital equipment of $253 for six months ended June 30, 2023.

Net cash provided by financing activities for the six months ended June 30, 2024 was $865 consisting of net proceeds from the RDO of $946 and an investment of $37 by a joint venture partner, offset by principal payments of notes payable of $27, a change in contingent consideration liability of $69, and by principal payment on financing lease liability of $22. Net cash used in financing activities for June 30, 2023 was $3 is attributable to the principal payments of notes payable.

At June 30, 2024, current assets totaled $3,588 and current liabilities totaled $2,633 as compared to current assets totaling $5,052 and current liabilities totaling $2,549 at December 31, 2023. As a result, we had working capital of $955 at June 30, 2024, compared to a working capital of $2,503 at December 31, 2023. The change in the working capital as of June 30, 2024 is primarily attributable to the loss from operations of $1,925, cash paid for asset acquisition of $403, capital expenditures of $361, offset by net proceeds of $946 from the RDO.

We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we anticipate that all available funds and any earnings generated in our business will be used to finance the growth of our business and will not be paid out as dividends to our shareholders. Any future determination related to our dividend policy will be made at the discretion of our Board of Directors and will depend upon, among other factors, our results of operations, financial condition, capital requirements, contractual restrictions, business prospects and other factors our Board of Directors may deem relevant.

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Management is exploring new product channel sales in consumer products, such as cosmetics, athletic products, and proprietary medical devices. The Company has increased its focus on sales and developing a sales pipeline for potential customers. This customer base expansion will enable us to provide financial stability for the foreseeable future, expand our current processes, and position us for long-term shareholder value creation.

We believe we have sufficient capital to maintain as a going concern due to the recent capital raise on August 8, 2024 (discussed further within Note 19). We believe we have sufficient cash and marketable securities to operate our business plan into 2025. We intend to maintain and attempt to grow our existing contract manufacturing business. We also plan to continue building and developing our catalog of consumer products for sale to branding partners and to use our in-house capabilities to create and test market additional branded products. These products will be target marketed and sold online through social media, television and online marketplaces. Furthermore, the Company plans to develop its own proprietary medical devices and explore drug delivery programs for its technology. Additionally, the Company continues to evaluate strategic initiatives (e.g., acquisitions) and additional capital raises through debt or equity may be necessary to achieve these objectives.

We expect to continue incurring losses for the near-term future. Our ability to continue to operate as a going concern in the long term is dependent upon our ability to manage and grow our current products and to ultimately achieve profitable operations. Management may consider various options to raise capital to fund potential acquisitions through equity or debt offerings. There can be no assurances, however, that management will be able to obtain sufficient additional funds, if needed, or that such funds, if available, will be obtained on terms satisfactory to us. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and liabilities that might be necessary should we be unable to continue as a going concern.

Additionally, it is reasonably possible that estimates made in the financial statements have been, or will be, materially and adversely impacted in the near term as a result of these conditions, including the recoverability of long-lived assets.

Off Balance Sheet Arrangements

As of June 30, 2024, we had no off-balance sheet arrangements in the nature of guarantee contracts, retained or contingent interests in assets transferred to entities (or similar arrangements serving as credit, liquidity or market risk support to entities for any such assets), or obligations (including contingent obligations) arising out of variable interests in entities providing financing, liquidity, market risk or credit risk support to us, or that engage in leasing, hedging or research and development services with us.

Critical Accounting Policies and Estimates

The preparation of our accompanying condensed consolidated financial statements in accordance with generally accepted accounting principles is based on the selection and application of accounting policies that require us to make significant estimates and assumptions about the effects of matters that are inherently uncertain. We consider the accounting policies discussed below to be critical to the understanding of our Financial Statements. Actual results could differ from our estimates and assumptions, and any such differences could be material to our Financial Statements.

Share-based compensation – We utilize share-based compensation in the form of incentive stock options. The fair values of incentive stock option award grants are estimated as of the date of grant using a Black-Scholes option valuation model. Compensation expense is recognized in the statements of operations on a straight-line basis over the requisite service period, which is generally the vesting period required to obtain full vesting. The expected term of the awards granted is estimated using the simplified method which computes the expected term as the sum of the award’s vesting term plus the original contractual term divided by two.

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Warrant Liability – Warrants to purchase common stock were issued in connection with equity financing raises which occurred during 2019 through 2024. The fair values of the warrants are estimated as of the date of issuance and again at each year end using a Black-Scholes option valuation model. At issuance, the fair value of the warrant is recognized as an equity issuance cost within additional paid-in-capital. Fair value adjustments to the warrant liability are recognized in other income (expense) in the statements of operations. The expected term of the awards granted are based on either the three-year or five-year contractual expiration date.

Black Scholes Inputs - The fair value of each stock option award and warrant issued was estimated on the date of grant using a Black-Scholes option-valuation model, which requires management to make certain assumptions regarding: (i) fair value of the common stock that underlies the stock option; (ii) the expected volatility in the market price of our common stock; (iii) dividend yield; (iv) risk-free interest rates; and (iv) the period of time employees are expected to hold the award prior to exercise (referred to as the expected term). Under the Black-Scholes option-valuation model, entities typically estimate the expected volatility based on historical volatilities of the entity’s own common stock. Based on the lack of historical data of volatility for the Company’s common stock, the Company based its estimate of expected volatility on a weighted average of the historical volatility of comparable public companies that manufacture similar products and are similar in size, stage of life cycle, and financial leverage. The fair value of the common stock that underlies the stock option is estimated by the Company considering the price of the most recent issuance of the Company’s common stock. The dividend yield is based upon the assumption that the Company will not declare a dividend over the life of the options. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for bonds with maturities consistent with the expected term of the related award.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures.

As of June 30, 2024, we conducted an evaluation of the effectiveness of our “disclosure controls and procedures” (“Disclosure Controls”), as defined by Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Disclosure Controls evaluation was done under the supervision and with the participation of management, including our chief executive officer and chief financial officer. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon this evaluation, our chief executive officer and chief financial officer have concluded that our Disclosure Controls and Procedures were effective as of June 30, 2024 at a reasonable level of assurance.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the fiscal quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims.

There are no material proceedings in which any of our directors, officers or affiliates or any registered or beneficial shareholder of more than 5% of our common stock is an adverse party or has a material interest adverse to our interest

ITEM 1A. RISK FACTORS

Not required for smaller reporting companies.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) Sales of Unregistered Securities during the six months ended June 30, 2024

The Company did not sell any unregistered securities during the six months ended June 30, 2024.

(b) Issuer Repurchases of Securities during the six months ended June 30, 2024

The Company did not repurchase any of its securities during the six months ended June 30, 2024.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

During the fiscal quarter ended June 30, 2024, none of our directors or officers informed us of the adoption, modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.

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ITEM 6. EXHIBITS

See “Index to Exhibits” for a description of our exhibits.

Index to Exhibits

Exhibit No.		Description
3.1		Certificate of Incorporation of AquaMed Technologies, Inc. (incorporated by reference to Exhibit 3.1 to Form S-1, filed with the SEC on January 9, 2019).
3.2		Certificate of Amendment to Certificate of Incorporation of AquaMed Technologies, Inc. (incorporated by reference to Exhibit 3.2 to Form S-1, filed with the SEC on January 9, 2019).
3.3		Amended and Restated Certificate of Incorporation of AquaMed Technologies, Inc. (incorporated by reference to Exhibit 3.3 to Amendment No. 1 to Form S-1, filed with the SEC on March 11, 2019).
3.4		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of AquaMed Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed with the SEC on November 14, 2019)
3.5		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of NexGel, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed with the SEC on May 29, 2020)
3.6		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of NexGel, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed with the SEC on August 2, 2021)
3.7		Amended and Restated Bylaws of AquaMed Technologies, Inc. (incorporated by reference to Exhibit 3.5 to Amendment No. 1 to Form S-1, filed with the SEC on March 11, 2019).
31.1*		Certification of Chief Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
32.1*		Certification of Chief Executive Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Chief Financial Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*		The following materials from the Company’s Quarterly Report on Form 10-Q for the fiscal quarter June 30, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language), (i) Balance Sheets, (ii) Statements of Operations, (iii) Statements of Stockholders’ Equity, (iv) Statements of Cash Flows, and (v) Notes to the Financial Statements.
104*		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit).

*	Filed herewith.

**	Certain exhibits and schedules have been omitted and the Company agrees to furnish supplementary to the Securities and Exchange Commission a copy of any omitted exhibits upon request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	NEXGEL, INC.

Date: August 19, 2024	By:	/s/ Adam Levy
	Name:	Adam Levy
	Title:	Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Adam E. Drapczuk III
	Name:	Adam E. Drapczuk III
	Title:	Chief Financial Officer
		(Principal Financial Officer)

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULES 13a-14(A) AND 15d-14(A)

OF THE SECURITIES EXCHANGE ACT OF 1934

I, Adam Levy, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of NexGel, Inc. (the “registrant”);

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a.	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 19, 2024

By:

/s/ Adam Levy

Adam Levy

Chief Executive Officer

(Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULES 13a-14(A) AND 15d-14(A)

OF THE SECURITIES EXCHANGE ACT OF 1934

I, Adam E. Drapczuk III, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of NexGel, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a.	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 19, 2024	By:	/s/ Adam E. Drapczuk III
		Adam E. Drapczuk III
		Chief Financial Officer
		(Principal Financial Officer)

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

This certification is furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) and accompanies the Quarterly Report on Form 10-Q (the “Form 10-Q”) for the six months ended June 30, 2024, of NexGel, Inc. (the “Company”). I, Adam Levy, the Chief Executive Officer and Principal Executive Officer of the Company, certify that, based on my knowledge:

(1)	The Form 10-Q fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in this report.

Date: August 19, 2024	By:	/s/ Adam Levy
	Name:	Adam Levy
	Title:	Chief Executive Officer
		(Principal Executive Officer)

The foregoing certification is being furnished as an exhibit to the Form 10-Q pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and, accordingly, is not being filed as part of the Form 10-Q for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

This certification is furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) and accompanies the Quarterly Report on Form 10-Q (the “Form 10-Q”) for the six months ended June 30, 2024 of NexGel, Inc. (the “Company”). I, Adam E. Drapczuk III, the Chief Financial Officer and Principal Financial Officer of the Company, certify that, based on my knowledge:

(1)	The Form 10-Q fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in this report.

Date: August 19, 2024	By:	/s/ Adam E. Drapczuk III
	Name:	Adam E. Drapczuk III
	Title:	Chief Financial Officer
		(Principal Financial Officer)

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2024	Aug. 13, 2024
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41173
Entity Registrant Name	NexGel, Inc.
Entity Central Index Key	0001468929
Entity Tax Identification Number	26-4042544
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2150 Cabot Blvd West
Entity Address, Address Line Two	Suite B
Entity Address, City or Town	Langhorne
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19047
City Area Code	(215)
Local Phone Number	702-8550
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		6,324,266
Common Stock, par value $0.001 [Member]
Title of 12(b) Security	Common Stock, par value $0.001
Trading Symbol	NXGL
Security Exchange Name	NASDAQ
Warrants to Purchase Common Stock [Member]
Title of 12(b) Security	Warrants to Purchase Common Stock
Trading Symbol	NXGLW
Security Exchange Name	NASDAQ

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current Assets:
Cash	$ 1,069	$ 2,700
Accounts receivable, net	605	633
Inventory	1,446	1,319
Prepaid expenses and other current assets	468	400
Total current assets	3,588	5,052
Goodwill	1,128	1,128
Intangibles, net	855	326
Property and equipment, net	2,368	1,499
Operating lease - right of use asset	1,742	1,855
Other assets	95	95
Total assets	9,776	9,955
Current Liabilities:
Accounts payable	1,245	1,233
Accrued expenses and other current liabilities	284	398
Deferred revenue	179	20
Current portion of note payable	87	80
Warrant liability	176	146
Contingent consideration liability	370	439
Financing lease liability, current portion	55
Operating lease liabilities, current portion	237	233
Total current liabilities	2,633	2,549
Operating lease liabilities, net of current portion	1,632	1,727
Financing lease liability, net of current portion	339
Notes payable, net of current portion	645	513
Total liabilities	5,249	4,789
Preferred stock, par value $0.001 per share, 5,000,000 shares authorized, no shares issued and outstanding
Common stock, par value $0.001 per share, 25,000,000 shares authorized; 6,324,266 and 5,741,838 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively	6	6
Additional paid-in capital	20,614	19,406
Accumulated deficit	(16,453)	(14,715)
Total NexGel stockholders’ equity	4,167	4,697
Non-controlling interest in joint venture	360	469
Total stockholders’ equity	4,527	5,166
Total liabilities and stockholders’ equity	$ 9,776	$ 9,955

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	25,000,000	25,000,000
Common stock, shares issued	6,324,266	5,741,838
Common stock, shares outstanding	6,324,266	5,741,838

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Revenues, net	$ 1,440	$ 1,167	$ 2,706	$ 1,786
Cost of revenues	1,030	992	2,019	1,669
Gross profit	410	175	687	117
Operating expenses
Research and development	76	55	78	84
Selling, general and administrative	1,388	882	2,534	1,679
Total operating expenses	1,464	937	2,612	1,763
Loss from operations	(1,054)	(762)	(1,925)	(1,646)
Other income (expense)
Interest expense	(30)	(9)	(46)	(10)
Interest income	1	2	2	2
Loss on sale of assets	(4)		(4)
Other income	6		6	4
Gain on investments	23	116	57	124
Changes in fair value of warrant liability	79	11	26	77
Total other income, net	75	120	41	197
Loss before income taxes	(979)	(642)	(1,884)	(1,449)
Income tax expense
Net loss	(979)	(642)	(1,884)	(1,449)
Less: Income attributable to non-controlling interest in joint venture	94	(53)	146	(60)
Net loss attributable to NexGel stockholders	$ (885)	$ (695)	$ (1,738)	$ (1,509)
Net loss per common share - basic	$ (0.14)	$ (0.12)	$ (0.28)	$ (0.27)
Net loss per common share - diluted	$ (0.14)	$ (0.12)	$ (0.28)	$ (0.27)
Weighted average shares used in computing net loss per common share - basic	6,254,659	5,662,338	6,118,212	5,624,275
Weighted average shares used in computing net loss per common share – diluted	6,254,659	5,662,338	6,118,212	5,624,275

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Noncontrolling Interest [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2022	$ 6	$ 19,189		$ (11,558)	$ 7,637
Balance, shares at Dec. 31, 2022	5,577,916
Net income (loss)			7	(814)	(807)
Non-controlling interest			500		500
Restricted stock vesting		24			24
Restricted stock vesting, shares	5,682
Exercise of warrants
Exercise of warrants, shares	30,430
Balance at Mar. 31, 2023	$ 6	19,213	507	(12,372)	7,354
Balance, shares at Mar. 31, 2023	5,614,028
Balance at Dec. 31, 2022	$ 6	19,189		(11,558)	7,637
Balance, shares at Dec. 31, 2022	5,577,916
Net income (loss)					(1,449)
Balance at Jun. 30, 2023	$ 6	19,242	560	(13,067)	6,741
Balance, shares at Jun. 30, 2023	5,696,064
Balance at Mar. 31, 2023	$ 6	19,213	507	(12,372)	7,354
Balance, shares at Mar. 31, 2023	5,614,028
Net income (loss)			53	(695)	(642)
Exercise of warrants
Exercise of warrants, shares	82,036
Stock-based compensation		29			29
Balance at Jun. 30, 2023	$ 6	19,242	560	(13,067)	6,741
Balance, shares at Jun. 30, 2023	5,696,064
Balance at Dec. 31, 2023	$ 6	19,406	469	(14,715)	5,166
Balance, shares at Dec. 31, 2023	5,741,838
Share-based compensation and restricted stock vesting		54			54
Share-based compensation and restricted stock vesting, shares
Equity offering proceeds, net of expenses		946			946
Equity offering proceeds, net of expenses, shares	485,786
Issuance of placement agent warrants in conjunction with the equity offering		(56)			(56)
Net income (loss)			(52)	(853)	(905)
Balance at Mar. 31, 2024	$ 6	20,350	417	(15,568)	5,205
Balance, shares at Mar. 31, 2024	6,227,624
Balance at Dec. 31, 2023	$ 6	19,406	469	(14,715)	5,166
Balance, shares at Dec. 31, 2023	5,741,838
Net income (loss)					$ (1,884)
Restricted stock vesting, shares					84,284
Balance at Jun. 30, 2024	$ 6	20,614	360	(16,453)	$ 4,527
Balance, shares at Jun. 30, 2024	6,324,266
Balance at Mar. 31, 2024	$ 6	20,350	417	(15,568)	5,205
Balance, shares at Mar. 31, 2024	6,227,624
Share-based compensation and restricted stock vesting		55			55
Share-based compensation and restricted stock vesting, shares	1,750
Net income (loss)			(94)	(885)	(979)
Shares issued in acquisition		200			200
Shares issued in acquisition, shares	89,892
Issuance of shares for services		9			9
Issuance of shares for services, shares	5,000
Non-controlling interest			37		37
Balance at Jun. 30, 2024	$ 6	$ 20,614	$ 360	$ (16,453)	$ 4,527
Balance, shares at Jun. 30, 2024	6,324,266

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Operating Activities
Net loss	$ (1,738,000)	$ (1,509,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Income (loss) attributable to non-controlling interest in joint venture	(146,000)	60,000
Depreciation and amortization	144,000	68,000
Changes in ROU asset and operating lease liability	22,000	21,000
Share-based compensation and restricted stock vesting	118,000	53,000
Gain on investment in marketable securities	(57,000)	124,000
Changes in fair value of warrant liability	(26,000)	(77,000)
Changes in operating assets and liabilities:
Accounts receivable	28,000	(728,000)
Inventory	(127,000)	(577,000)
Prepaid expenses and other assets	(68,000)	(226,000)
Accounts payable	12,000	793,000
Accrued expenses and other current liabilities	(113,000)
Deferred revenue	159,000	72,000
Net Cash Used in Operating Activities	(1,792,000)	(1,926,000)
Investing Activities
Proceeds from sales of marketable securities	57,000	4,772,000
Capital expenditures	(361,000)	(253,000)
Net cash paid for Asset acquisition	(400,000)
Net Cash Provided by (Used in) Investing Activities	(704,000)	4,519,000
Financing Activities
Proceeds from equity offering, net of expenses	946,000
Investment by joint venture partner	37,000
Principal payment on financing lease liability	(22,000)
Change in contingent consideration liability	(69,000)
Principal payments of notes payable	(27,000)	(3,000)
Net Cash Provided by (Used in) Financing Activities	865,000	(3,000)
Net Decrease in Cash	(1,631,000)	2,590,000
Cash – Beginning of period	2,700,000	1,101,000
Cash – End of period	1,069,000	3,691,000
Cash paid during the year for:
Interest	27,000
Taxes
Supplemental Non-cash Investing and Financing activities
Shares issued in conjunction with asset acquisition	200,000
Property and equipment financed under notes payable	165,000
Property and equipment financed under financing leases	416,000
Property and equipment contributed as capital investment to JV		500,000
ROU asset and operating lease liabilities recognized upon consolidation of JV		$ 334,000

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (885)	$ (695)	$ (1,738)	$ (1,509)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Rule10B51ArrModifiedFlag	false
NonRule10B51ArrModifiedFlag	false

Description of Business, Stock Split and Basis of Presentation

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Description of Business, Stock Split and Basis of Presentation

1. Description of Business, Stock Split and Basis of Presentation

NexGel was previously known as AquaMed Technologies, Inc. (“AquaMed”) before changing its name to NexGel, Inc. on November 14, 2019.

Basis of Presentation

Principles of Consolidation

Going Concern

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

2. Going Concern

Significant Accounting Policies and Estimates

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Significant Accounting Policies and Estimates

3. Significant Accounting Policies and Estimates

Use of Estimates

Reclassifications

Segment Reporting

The “CGN” segment is comprised of the JV used for the Company’s converting and packaging business, which is based in Granbury, Texas.

Cash

Margin Line of Credit

Accounts Receivable, net

Inventory and Cost of Revenues

Research and Development

Shipping and Handling Revenue and Expense

Property and Equipment, net

Impairment of Long-Lived Assets

Goodwill and Intangible Assets

Prepaid Expenses and Other Current Assets

Other Assets

Fair Value Measurements

Level 1 —Quoted prices for identical assets or liabilities in active markets.

Level 3 —Valuations derived from valuation techniques in which one or more significant inputs to the valuation model are unobservable.

Warrant Liability

Revenue Recognition

Disaggregated revenue by sales type ($ in thousands):

	2024		2023
	Three months ended
	June 30,
	2024		2023
Contract manufacturing	$	425	$	887
Custom and white label finished goods manufacturing		11		—
Branded consumer products		968		259
Other		36		21
Total	$	1,440	$	1,167

	2024		2023
	Six months ended
	June 30,
	2024		2023
Contract manufacturing	$	1,026	$	1,267
Custom and white label finished goods manufacturing		42		4
Branded consumer products		1,585		493
Other		53		22
Total	$	2,706	$	1,786

The Company has four distinct lines of business; Contract Manufacturing, Custom and White Label, Branded Consumer Products, and Medical Devices/Other.

Contract Manufacturing

Custom and White Label

Branded Consumer Products

Medical Devices

Share-based Compensation

On August 28, 2019, the Company adopted the 2019 Long-Term Incentive Plan, as amended (the “2019 Plan”). See Note 13 below for further details regarding the 2019 Plan.

Income Taxes

Leases

Variable Interest Entity

Comprehensive loss

Recently Issued Accounting Standards

Accounting Pronouncements Issued But Not Yet Adopted

Business Segments

6 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

Business Segments

4. Business Segments

Summarized financial information concerning the Company’s reportable segments for each of the quarters ended June 30, 2024 and 2023 is presented below.

Schedule of Reportable Segments

For Quarter Ended June 30, 2024 ($ in thousands)

	NexGel			CGN JV			Total
Revenue
Contract Manufacturing	$	78		$	347		$	425
Custom and White Label Finished Goods		11			-			11
Branded Consumer Products		968			-			968
Other income		33			3			36
Total revenue		1,090			350			1,440

Cost of sales		705			325			1,030
Operating expenses		1,322			142			1,464
Loss from operations	$	(937	)	$	(117	)	$	(1,054	)

For Quarter Ended June 30, 2023 ($ in thousands)

	NexGel			CGN JV		Total
Revenue
Contract Manufacturing	$	291		$	596	$	887
Custom and White Label Finished Goods		-			-		-
Branded Consumer Products		259			-		259
Other income		18			3		21
Total revenue		568			599		1,167

Cost of sales		558			434		992
Operating expenses		884			53		937
Loss from operations	$	(874	)	$	112	$	(762	)

For the Six Months Ended June 30, 2024 ($ in thousands)

	NexGel			CGN JV			Total
Revenue
Contract Manufacturing	$	269		$	757		$	1,026
Custom and White Label Finished Goods		42			-			42
Branded Consumer Products		1,585			-			1,585
Other income		45			8			53
Total revenue		1,941			765			2,706

Cost of sales		1,348			671			2,019
Operating expenses		2,309			303			2,612
Loss from operations	$	(1,716	)	$	(209	)	$	(1,925	)

For the Six Months Ended June 30, 2023 ($ in thousands)

	NexGel			CGN JV		Total
Revenue
Contract Manufacturing	$	479		$	788	$	1,267
Custom and White Label Finished Goods		4			-		4
Branded Consumer Products		493			-		493
Other income		19			3		22
Total revenue		995			791		1,786

Cost of sales		1,081			588		1,669
Operating expenses		1,677			86		1,763
Loss from operations	$	(1,763	)	$	117	$	(1,646	)

As of June 30, 2024 ($ in thousands)

	NexGel		CGN JV		Total
Assets:
Current assets:
Cash	$	1,026	$	43	$	1,069
Accounts receivable, net		111		494		605
Inventory		931		515		1,446
Prepaid expenses and other current assets		447		21		468
Total current assets		2,515		1,073		3,588

Goodwill		1,128		-		1,128
Intangibles, net		688		167		855
Property and equipment, net		852		1,516		2,368
Operating lease – right of use asset		1,444		298		1,742
Other assets		95		-		95
Total Assets	$	6,722	$	3,054	$	9,776

Liabilities
Current liabilities:
Accounts payable	$	578	$	667	$	1,245
Accrued expenses and other current liabilities		233		51		284
Deferred revenue		-		179		179
Current portion of note payable		12		75		87
Warrant liability		176		-		176
Contingent consideration liability		370		-		370
Financing lease liability, current portion		-		55		55
Operating lease liabilities, current portion		208		29		237
Total current liabilities		1,577		1,056		2,633

Financing lease liability, net of current portion		-		339		339
Operating lease liabilities, net of current portion		1,358		274		1,632
Notes payable, net of current portion		274		371		645
Total liabilities	$	3,209	$	2,040	$	5,249

As of December 31, 2023 ($ in thousands)

	NexGel		CGN JV		Total
Assets:
Current assets:
Cash	$	2,458	$	242	$	2,700
Accounts receivable, net		26		607		633
Inventory		622		697		1,319
Prepaid expenses and other current assets		312		88		400
Total current assets		3,418		1,634		5,052

Goodwill		1,128		-		1,128
Intangibles, net		122		204		326
Property and equipment, net		898		601		1,499
Operating lease – right of use asset		1,543		312		1,855
Other assets		95		-		95
Total Assets	$	7,204	$	2,751	$	9,955

Liabilities
Current liabilities:
Accounts payable	$	509	$	724	$	1,233
Accrued expenses and other current liabilities		137		261		398
Deferred revenue		20		-		20
Current portion of note payable		6		74		80
Warrant liability		146		-		146
Contingent consideration liability		439		-		439
Operating lease liability, current portion		207		26		233
Total current liabilities		1,464		1,085		2,549

Operating lease liability, net of current portion		1,438		289		1,727
Notes payable, net of current portion		272		241		513
Total liabilities	$	3,174	$	1,615	$	4,789

Acquisition

6 Months Ended

Jun. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Acquisition

5. Acquisition

Silly George Acquisition

Schedule of Business Acquisitions

Provisional purchase consideration at preliminary fair value:
Purchase price	$	600
Contingent consideration liability		-
Consideration paid	$	600
Assets acquired and liabilities assumed at preliminary fair value
Inventory		56
Fixed assets		213
Product/technology related intangibles		77
Trademark related intangibles		600
Net tangible assets acquired	$	600

Kenkoderm Acquisition

The table below shows a preliminary analysis for the Kenkoderm acquisition ($ in thousands):

Schedule of Business Acquisitions

Provisional purchase consideration at preliminary fair value:
Purchase price	$	547
Contingent consideration liability		439
Amount of consideration	$	986
Assets acquired and liabilities assumed at preliminary fair value
Inventory		56
Product/technology related intangibles		77
Marketing related intangibles		36
Net tangible assets acquired	$	169

Total net assets acquired	$	169
Consideration paid		986
Preliminary goodwill	$	817

Non-controlling Interest in Joint Venture – CGN

The JV is considered to be a VIE and we have consolidated the JV because we believe we are the primary beneficiary because we meet the Power and the Economics Criteria, as laid out in ASC 323.

Schedule of Business Acquisitions

Purchase consideration at fair value:
Cash contributed by the Company	$	500
Noncontrolling interest portion of CG Labs contributed business		500
Consideration Paid	$	1,000
Assets acquired and liabilities assumed at fair value
Cash contributed by the Company		500
Fixed assets		213
Product/technology related intangibles		217
Marketing related intangibles		70
Net tangible assets acquired	$	1,000

Non-controlling Interest in Joint Venture – Enigma

The JV is considered to be a VIE and we have consolidated the JV because we believe we are the primary beneficiary because we meet the Power and the Economics Criteria, as laid out in ASC 323.

	2024			2023
	June 30,			June 30,
	2024			2023
Revenues, net	$	3,280		$	5,239
Net loss allocable to common shareholders	$	(1,780	)	$	(980	)
Net loss per share	$	(0.29	)	$	(0.17	)
Weighted average number of shares outstanding		6,208,104			5,714,167

Operating Leases

6 Months Ended

Jun. 30, 2024

Operating Leases

Operating Leases

6. Operating Leases

The following table presents information about the amount and timing of the liability arising from the Company’s operating lease as of June 30, 2024 ($ in thousands):

Maturity of Lease Liability	Operating Lease Liabilities
2024 (Remainder of year)	$	122
2025		245
2026		301
2027		315
2028		324
Thereafter		790
Total undiscounted operating lease payments		2,097
Less: Imputed interest		(228	)
Present value of operating lease liabilities	$	1,869
Weighted average remaining lease term		6.9 years
Weighted average discount rate		3.0	%

Supplemental cash flows information related to leases was as follows:

	June 30,
	2024
Cash paid for amounts included in the measurement of lease liability ($ in thousands):
Operating cash flows from operating lease	$	122

Financing Lease

6 Months Ended

Jun. 30, 2024

Financing Lease

Financing Lease

7. Financing Lease

The following table presents information about the amount and timing of the liability arising from the Company’s financing lease as of June 30, 2024 ($ in thousands):

Maturity of Lease Liability	Operating Lease Liability
2024 (Remainder of year)	$	45
2025		90
2026		91
2027		91
2028		91
Thereafter		98
Total undiscounted operating lease payments `		506
Less: Imputed interest		(112	)
Present value of operating lease liability	$	394
Weighted average remaining lease term		5.6 years
Weighted average discount rate		9.1	%

Inventory

6 Months Ended

Jun. 30, 2024

Inventory Disclosure [Abstract]

Inventory

8. Inventory

Inventory consists of the following ($ in thousands):

Schedule of Inventory

	June 30,		December 31,
	2024		2023
Raw materials	$	945	$	899
Work-in-progress		59		12
Finished goods		442		408
Inventory, gross		1,446		1,319
Less: Inventory reserve for excess and slow moving inventory		-		-
Total	$	1,446	$	1,319

Property and Equipment, Net

6 Months Ended

Jun. 30, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

9. Property and Equipment, Net

Property and equipment consist of the following ($ in thousands):

Schedule of Property and Equipment

	Useful Life		June 30,			December 31,
	(Years)		2024			2023
Machinery and equipment		3 - 10	$	1,378		$	1,280
Office furniture and equipment		3 - 10		184			139
Leasehold improvements		6		664			419
Construction in progress		N/A		944			387
Property and equipment, gross				3,170			2,225
Less: accumulated depreciation and amortization				(802	)		(726	)
Property and equipment, net			$	2,368		$	1,499

Depreciation expense for the six months ended June 30, 2024 and 2023 was $76 and $61, respectively.

Intangible Assets

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

10. Intangible Assets

The following provides a breakdown of identifiable intangible assets as of June 30, 2024 and December 31, 2023 ($ in thousands):

	Useful Life	June 30,			December 31,
	(Years)	2024			2023
Product/Technology Related
Identifiable intangible assets, gross	3	$	325		$	325
Accumulated amortization			(142	)		(98	)
Product/technology related identifiable intangible assets, net			183			227
Marketing Related
Customer related intangible asset, gross	10		17			17
Tradename related intangible asset, gross	4		113			113
Trademark related intangibles	Indefinite		600			-
Accumulated amortization			(58	)		(31	)
Marketing related identifiable intangible assets, net			672			99
Total identifiable intangible assets, net		$	855		$	326

In connection with the May 29, 2020 acquisition of Sports Defense, the Company identified intangible assets of $55 thousand representing technology related and customer related intangibles.

In connection with the March 1, 2023 CGN JV, the Company identified intangible assets of $287 thousand representing technology related and customer related intangibles.

In connection with the December 1, 2023 acquisition of Kenkoderm, the Company identified intangible assets of $113 thousand representing technology related and customer related intangibles.

As of June 30, 2024, the estimated annual amortization expense for each of the next five fiscal years is as follows ($ in thousands):


2024 (remainder of the year)	$	48
2025		126
2026		64
2027		13
2028		2
Thereafter		2
Subtotal		255
Indefinite lived intangible assets subject to impairment		600
Total	$	855

Accrued Expenses and Other Current Liabilities

6 Months Ended

Jun. 30, 2024

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

11. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following ($ in thousands):

	June 30,		December 31,
	2024		2023
Salaries, benefits, and incentive compensation	$	98	$	61
Margin line of credit		-		245
Other		186		92
Total accrued expenses and other current liabilities	$	284	$	398

Common Stock

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Common Stock

12. Common Stock

At June 30, 2024, the Company has reserved common stock for issuance in relation to the following:

Share-based compensation plan			546,364
Warrants to purchase common stock			3,713,519
Restricted stock units			84,284

On June 6, 2024, Company issued 5,000 common shares to a consultant valued at $9 thousand.

Share-based Compensation

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Share-based Compensation

13. Share-based Compensation

The following table contains information about the 2019 Plan as of June 30, 2024:

Awards

Awards

Awards

Reserved for

Issued &

Awards

Available for

Issuance

Outstanding

Exercised

Grant

2019 Plan⁽¹⁾

871,429

607,551

19,541

244,337

Awards issued in excess of 2019 Plan⁽²⁾

70,623

48,401

⁽¹⁾	Includes incentive stock options and restricted stock units discussed below.
⁽²⁾	Includes shares of restricted common stock granted outside of the 2019 Plan to our Chief Executive Officer, Adam Levy.

Incentive stock options

The following table summarizes the Company’s incentive stock option activity and related information for the period ended June 30, 2024:

						Weighted
				Weighted		Average
				Average		Contractual
	Number of			Exercise		Term in
	Options			Price		Years
Outstanding at January 1, 2024		560,650		$	2.350742		7.95
Granted		—			—		—
Exercised		—			—		—
Forfeited		—			—		—
Cancelled		—			—		—
Expired		(14,286	)		5.25		—
Outstanding at June 30, 2024		546,364		$	2.274933		7.45
Exercisable at June 30, 2024		421,364		$	1.733517		7.06

Restrictive stock awards

				Weighted
				Average
	Number of			Grant Date
	Units			Fair Value
Outstanding at January 1, 2024		64,562		$	1.82
Granted		22,222			2.25
Exercised and converted to common shares		(2,000	)		1.82
Forfeited		(1,750	)		1.82
Outstanding at June 30, 2024		82,534		$	1.93
Exercisable at June 30, 2024		35,595		$	1.91

Warrants

The following table shows a summary of common stock warrants through June 30, 2024:

Schedule of Common Stock Warrants

			Weighted		Weighted
			Average		Average
	Number of		Exercise		Contractual
	Warrants		Price		Term in Years
Outstanding at January 1, 2024		3,442,904	$	5.414793		2.87
Granted		270,615		4.00		5.00
Exercised		—		—		—
Forfeited		—		—		—
Cancelled		—		—		—
Expired		—		—		—
Outstanding at June 30, 2024		3,713,519	$	5.311694		2.79
Exercisable at June 30, 2024		3,713,519	$	5.311694		2.79

As of June 30, 2024 and 2023, vested outstanding warrants had no intrinsic value as the exercise price is greater than the estimated fair value of the underlying common stock.

Notes Payable

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Notes Payable

14. Notes Payable

CGN JV Notes Payable

NexGel

Economic Injury Disaster Loan

The future annual principal amounts and accrued interest to be paid as of June 30, 2024 are as follows:

Schedule of Debt Instruments

	Amount
For the year ending December 31 ($ in thousands):
2024	$	49
2025		96
2026		96
2027		103
2028		111
Thereafter		277
Total	$	732

Warrant Liability

6 Months Ended

Jun. 30, 2024

Warrant Liability

Warrant Liability

15. Warrant Liability

The warrants outstanding and fair values at each of the respective valuation dates are summarized below:

Schedule of Warrant Liability

Warrant Liability	Warrants Outstanding		Fair Value per Share		Fair Value
Fair value as of year ended 12/31/2023		71,019			$	146
Fair value at initial measurement date		27,725	$	2.01		56
Change in fair value of warrant liability		-				(26	)
Fair value as of year ended 6/30/2024		98,744			$	176

The following assumptions were used to calculate the warrant liability for six months ended June 30, 2024 and 2023:

	2024			2023
Exercise price	$	2.80 to $5.25		$	0.49 - $5.25
Share price		$1.99 - $2.73		$	1.28
Volatility		113.39% - 283.32	%		137.02 - 287.87	%
Risk-free interest rate		4.21% - 5.09	%		3.81 % - 4.74	%
Dividend yield		0.0	%		0.0	%
Expected term		1.2 to 5.0 years			0.1 to 3.4 years

Commitments and Contingencies

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

16. Commitments and Contingencies

Litigation

Service Agreement

Concentrations of Risk

6 Months Ended

Jun. 30, 2024

Risks and Uncertainties [Abstract]

Concentrations of Risk

17. Concentrations of Risk

Related Party Transactions

6 Months Ended

Jun. 30, 2024

Related Party Transactions

18. Related Party Transactions

Advances

Subsequent Events

6 Months Ended

Jun. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

19. Subsequent Events

Significant Accounting Policies and Estimates (Policies)

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Use of Estimates

Use of Estimates

Reclassifications

Reclassifications

Segment Reporting

Segment Reporting

The “CGN” segment is comprised of the JV used for the Company’s converting and packaging business, which is based in Granbury, Texas.

Cash

Cash

Margin Line of Credit

Margin Line of Credit

Accounts Receivable, net

Accounts Receivable, net

Inventory and Cost of Revenues

Inventory and Cost of Revenues

Research and Development

Research and Development

Shipping and Handling Revenue and Expense

Shipping and Handling Revenue and Expense

Property and Equipment, net

Property and Equipment, net

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Prepaid Expenses and Other Current Assets

Prepaid Expenses and Other Current Assets

Other Assets

Other Assets

Fair Value Measurements

Fair Value Measurements

Level 1 —Quoted prices for identical assets or liabilities in active markets.

Level 3 —Valuations derived from valuation techniques in which one or more significant inputs to the valuation model are unobservable.

Warrant Liability

Warrant Liability

Revenue Recognition

Revenue Recognition

Disaggregated revenue by sales type ($ in thousands):

	2024		2023
	Three months ended
	June 30,
	2024		2023
Contract manufacturing	$	425	$	887
Custom and white label finished goods manufacturing		11		—
Branded consumer products		968		259
Other		36		21
Total	$	1,440	$	1,167

	2024		2023
	Six months ended
	June 30,
	2024		2023
Contract manufacturing	$	1,026	$	1,267
Custom and white label finished goods manufacturing		42		4
Branded consumer products		1,585		493
Other		53		22
Total	$	2,706	$	1,786

The Company has four distinct lines of business; Contract Manufacturing, Custom and White Label, Branded Consumer Products, and Medical Devices/Other.

Contract Manufacturing

Custom and White Label

Branded Consumer Products

Medical Devices

Share-based Compensation

Share-based Compensation

On August 28, 2019, the Company adopted the 2019 Long-Term Incentive Plan, as amended (the “2019 Plan”). See Note 13 below for further details regarding the 2019 Plan.

Income Taxes

Income Taxes

Leases

Leases

Variable Interest Entity

Variable Interest Entity

Comprehensive loss

Comprehensive loss

Recently Issued Accounting Standards

Recently Issued Accounting Standards

Accounting Pronouncements Issued But Not Yet Adopted

Accounting Pronouncements Issued But Not Yet Adopted

Significant Accounting Policies and Estimates (Tables)

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Schedule of Disaggregated Revenue by Sales Type

Disaggregated revenue by sales type ($ in thousands):

	2024		2023
	Three months ended
	June 30,
	2024		2023
Contract manufacturing	$	425	$	887
Custom and white label finished goods manufacturing		11		—
Branded consumer products		968		259
Other		36		21
Total	$	1,440	$	1,167

	2024		2023
	Six months ended
	June 30,
	2024		2023
Contract manufacturing	$	1,026	$	1,267
Custom and white label finished goods manufacturing		42		4
Branded consumer products		1,585		493
Other		53		22
Total	$	2,706	$	1,786

Business Segments (Tables)

6 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

Schedule of Reportable Segments

Summarized financial information concerning the Company’s reportable segments for each of the quarters ended June 30, 2024 and 2023 is presented below.

Schedule of Reportable Segments

For Quarter Ended June 30, 2024 ($ in thousands)

	NexGel			CGN JV			Total
Revenue
Contract Manufacturing	$	78		$	347		$	425
Custom and White Label Finished Goods		11			-			11
Branded Consumer Products		968			-			968
Other income		33			3			36
Total revenue		1,090			350			1,440

Cost of sales		705			325			1,030
Operating expenses		1,322			142			1,464
Loss from operations	$	(937	)	$	(117	)	$	(1,054	)

For Quarter Ended June 30, 2023 ($ in thousands)

	NexGel			CGN JV		Total
Revenue
Contract Manufacturing	$	291		$	596	$	887
Custom and White Label Finished Goods		-			-		-
Branded Consumer Products		259			-		259
Other income		18			3		21
Total revenue		568			599		1,167

Cost of sales		558			434		992
Operating expenses		884			53		937
Loss from operations	$	(874	)	$	112	$	(762	)

For the Six Months Ended June 30, 2024 ($ in thousands)

	NexGel			CGN JV			Total
Revenue
Contract Manufacturing	$	269		$	757		$	1,026
Custom and White Label Finished Goods		42			-			42
Branded Consumer Products		1,585			-			1,585
Other income		45			8			53
Total revenue		1,941			765			2,706

Cost of sales		1,348			671			2,019
Operating expenses		2,309			303			2,612
Loss from operations	$	(1,716	)	$	(209	)	$	(1,925	)

For the Six Months Ended June 30, 2023 ($ in thousands)

	NexGel			CGN JV		Total
Revenue
Contract Manufacturing	$	479		$	788	$	1,267
Custom and White Label Finished Goods		4			-		4
Branded Consumer Products		493			-		493
Other income		19			3		22
Total revenue		995			791		1,786

Cost of sales		1,081			588		1,669
Operating expenses		1,677			86		1,763
Loss from operations	$	(1,763	)	$	117	$	(1,646	)

As of June 30, 2024 ($ in thousands)

	NexGel		CGN JV		Total
Assets:
Current assets:
Cash	$	1,026	$	43	$	1,069
Accounts receivable, net		111		494		605
Inventory		931		515		1,446
Prepaid expenses and other current assets		447		21		468
Total current assets		2,515		1,073		3,588

Goodwill		1,128		-		1,128
Intangibles, net		688		167		855
Property and equipment, net		852		1,516		2,368
Operating lease – right of use asset		1,444		298		1,742
Other assets		95		-		95
Total Assets	$	6,722	$	3,054	$	9,776

Liabilities
Current liabilities:
Accounts payable	$	578	$	667	$	1,245
Accrued expenses and other current liabilities		233		51		284
Deferred revenue		-		179		179
Current portion of note payable		12		75		87
Warrant liability		176		-		176
Contingent consideration liability		370		-		370
Financing lease liability, current portion		-		55		55
Operating lease liabilities, current portion		208		29		237
Total current liabilities		1,577		1,056		2,633

Financing lease liability, net of current portion		-		339		339
Operating lease liabilities, net of current portion		1,358		274		1,632
Notes payable, net of current portion		274		371		645
Total liabilities	$	3,209	$	2,040	$	5,249

As of December 31, 2023 ($ in thousands)

	NexGel		CGN JV		Total
Assets:
Current assets:
Cash	$	2,458	$	242	$	2,700
Accounts receivable, net		26		607		633
Inventory		622		697		1,319
Prepaid expenses and other current assets		312		88		400
Total current assets		3,418		1,634		5,052

Goodwill		1,128		-		1,128
Intangibles, net		122		204		326
Property and equipment, net		898		601		1,499
Operating lease – right of use asset		1,543		312		1,855
Other assets		95		-		95
Total Assets	$	7,204	$	2,751	$	9,955

Liabilities
Current liabilities:
Accounts payable	$	509	$	724	$	1,233
Accrued expenses and other current liabilities		137		261		398
Deferred revenue		20		-		20
Current portion of note payable		6		74		80
Warrant liability		146		-		146
Contingent consideration liability		439		-		439
Operating lease liability, current portion		207		26		233
Total current liabilities		1,464		1,085		2,549

Operating lease liability, net of current portion		1,438		289		1,727
Notes payable, net of current portion		272		241		513
Total liabilities	$	3,174	$	1,615	$	4,789

Acquisition (Tables)

6 Months Ended

Jun. 30, 2024

Business Acquisition [Line Items]

Schedule of Unaudited Pro-Forma Results of Operations

	2024			2023
	June 30,			June 30,
	2024			2023
Revenues, net	$	3,280		$	5,239
Net loss allocable to common shareholders	$	(1,780	)	$	(980	)
Net loss per share	$	(0.29	)	$	(0.17	)
Weighted average number of shares outstanding		6,208,104			5,714,167

Silly George Acquisition [Member]

Business Acquisition [Line Items]

Schedule of Business Acquisitions

Provisional purchase consideration at preliminary fair value:
Purchase price	$	600
Contingent consideration liability		-
Consideration paid	$	600
Assets acquired and liabilities assumed at preliminary fair value
Inventory		56
Fixed assets		213
Product/technology related intangibles		77
Trademark related intangibles		600
Net tangible assets acquired	$	600

Kenkoderm Acquisition [Member]

Business Acquisition [Line Items]

Schedule of Business Acquisitions

The table below shows a preliminary analysis for the Kenkoderm acquisition ($ in thousands):

Schedule of Business Acquisitions

Provisional purchase consideration at preliminary fair value:
Purchase price	$	547
Contingent consideration liability		439
Amount of consideration	$	986
Assets acquired and liabilities assumed at preliminary fair value
Inventory		56
Product/technology related intangibles		77
Marketing related intangibles		36
Net tangible assets acquired	$	169

Total net assets acquired	$	169
Consideration paid		986
Preliminary goodwill	$	817

CG Labs [Member]

Business Acquisition [Line Items]

Schedule of Business Acquisitions

Purchase consideration at fair value:
Cash contributed by the Company	$	500
Noncontrolling interest portion of CG Labs contributed business		500
Consideration Paid	$	1,000
Assets acquired and liabilities assumed at fair value
Cash contributed by the Company		500
Fixed assets		213
Product/technology related intangibles		217
Marketing related intangibles		70
Net tangible assets acquired	$	1,000

Operating Leases (Tables)

6 Months Ended

Jun. 30, 2024

Operating Leases

Schedule of Future Minimum Operating Lease Payments

The following table presents information about the amount and timing of the liability arising from the Company’s operating lease as of June 30, 2024 ($ in thousands):

Maturity of Lease Liability	Operating Lease Liabilities
2024 (Remainder of year)	$	122
2025		245
2026		301
2027		315
2028		324
Thereafter		790
Total undiscounted operating lease payments		2,097
Less: Imputed interest		(228	)
Present value of operating lease liabilities	$	1,869
Weighted average remaining lease term		6.9 years
Weighted average discount rate		3.0	%

Schedule of Supplemental Cash Flows Information Related to Leases

Supplemental cash flows information related to leases was as follows:

	June 30,
	2024
Cash paid for amounts included in the measurement of lease liability ($ in thousands):
Operating cash flows from operating lease	$	122

Financing Lease (Tables)

6 Months Ended

Jun. 30, 2024

Financing Lease

Schedule of Future Minimum Financing Lease Payments

The following table presents information about the amount and timing of the liability arising from the Company’s financing lease as of June 30, 2024 ($ in thousands):

Maturity of Lease Liability	Operating Lease Liability
2024 (Remainder of year)	$	45
2025		90
2026		91
2027		91
2028		91
Thereafter		98
Total undiscounted operating lease payments `		506
Less: Imputed interest		(112	)
Present value of operating lease liability	$	394
Weighted average remaining lease term		5.6 years
Weighted average discount rate		9.1	%

Inventory (Tables)

6 Months Ended

Jun. 30, 2024

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventory consists of the following ($ in thousands):

Schedule of Inventory

	June 30,		December 31,
	2024		2023
Raw materials	$	945	$	899
Work-in-progress		59		12
Finished goods		442		408
Inventory, gross		1,446		1,319
Less: Inventory reserve for excess and slow moving inventory		-		-
Total	$	1,446	$	1,319

Property and Equipment, Net (Tables)

6 Months Ended

Jun. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consist of the following ($ in thousands):

Schedule of Property and Equipment

	Useful Life		June 30,			December 31,
	(Years)		2024			2023
Machinery and equipment		3 - 10	$	1,378		$	1,280
Office furniture and equipment		3 - 10		184			139
Leasehold improvements		6		664			419
Construction in progress		N/A		944			387
Property and equipment, gross				3,170			2,225
Less: accumulated depreciation and amortization				(802	)		(726	)
Property and equipment, net			$	2,368		$	1,499

Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Breakdown of Identifiable Intangible Assets

The following provides a breakdown of identifiable intangible assets as of June 30, 2024 and December 31, 2023 ($ in thousands):

	Useful Life	June 30,			December 31,
	(Years)	2024			2023
Product/Technology Related
Identifiable intangible assets, gross	3	$	325		$	325
Accumulated amortization			(142	)		(98	)
Product/technology related identifiable intangible assets, net			183			227
Marketing Related
Customer related intangible asset, gross	10		17			17
Tradename related intangible asset, gross	4		113			113
Trademark related intangibles	Indefinite		600			-
Accumulated amortization			(58	)		(31	)
Marketing related identifiable intangible assets, net			672			99
Total identifiable intangible assets, net		$	855		$	326

Schedule of Estimated Annual Amortization Expense

As of June 30, 2024, the estimated annual amortization expense for each of the next five fiscal years is as follows ($ in thousands):


2024 (remainder of the year)	$	48
2025		126
2026		64
2027		13
2028		2
Thereafter		2
Subtotal		255
Indefinite lived intangible assets subject to impairment		600
Total	$	855

Accrued Expenses and Other Current Liabilities (Tables)

6 Months Ended

Jun. 30, 2024

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following ($ in thousands):

	June 30,		December 31,
	2024		2023
Salaries, benefits, and incentive compensation	$	98	$	61
Margin line of credit		-		245
Other		186		92
Total accrued expenses and other current liabilities	$	284	$	398

Common Stock (Tables)

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Schedule of Reserved Common Stock For Issued Securities in Relation

At June 30, 2024, the Company has reserved common stock for issuance in relation to the following:

Share-based compensation plan			546,364
Warrants to purchase common stock			3,713,519
Restricted stock units			84,284

Share-based Compensation (Tables)

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Information about Incentive Plan

The following table contains information about the 2019 Plan as of June 30, 2024:

Awards

Awards

Awards

Reserved for

Issued &

Awards

Available for

Issuance

Outstanding

Exercised

Grant

2019 Plan⁽¹⁾

871,429

607,551

19,541

244,337

Awards issued in excess of 2019 Plan⁽²⁾

70,623

48,401

⁽¹⁾	Includes incentive stock options and restricted stock units discussed below.
⁽²⁾	Includes shares of restricted common stock granted outside of the 2019 Plan to our Chief Executive Officer, Adam Levy.

Schedule of Incentive Stock Option Activity

The following table summarizes the Company’s incentive stock option activity and related information for the period ended June 30, 2024:

						Weighted
				Weighted		Average
				Average		Contractual
	Number of			Exercise		Term in
	Options			Price		Years
Outstanding at January 1, 2024		560,650		$	2.350742		7.95
Granted		—			—		—
Exercised		—			—		—
Forfeited		—			—		—
Cancelled		—			—		—
Expired		(14,286	)		5.25		—
Outstanding at June 30, 2024		546,364		$	2.274933		7.45
Exercisable at June 30, 2024		421,364		$	1.733517		7.06

Schedule of Restricted Stock Units Granted

				Weighted
				Average
	Number of			Grant Date
	Units			Fair Value
Outstanding at January 1, 2024		64,562		$	1.82
Granted		22,222			2.25
Exercised and converted to common shares		(2,000	)		1.82
Forfeited		(1,750	)		1.82
Outstanding at June 30, 2024		82,534		$	1.93
Exercisable at June 30, 2024		35,595		$	1.91

Schedule of Common Stock Warrants

The following table shows a summary of common stock warrants through June 30, 2024:

Schedule of Common Stock Warrants

			Weighted		Weighted
			Average		Average
	Number of		Exercise		Contractual
	Warrants		Price		Term in Years
Outstanding at January 1, 2024		3,442,904	$	5.414793		2.87
Granted		270,615		4.00		5.00
Exercised		—		—		—
Forfeited		—		—		—
Cancelled		—		—		—
Expired		—		—		—
Outstanding at June 30, 2024		3,713,519	$	5.311694		2.79
Exercisable at June 30, 2024		3,713,519	$	5.311694		2.79

Notes Payable (Tables)

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Schedule of Debt Instruments

The future annual principal amounts and accrued interest to be paid as of June 30, 2024 are as follows:

Schedule of Debt Instruments

	Amount
For the year ending December 31 ($ in thousands):
2024	$	49
2025		96
2026		96
2027		103
2028		111
Thereafter		277
Total	$	732

Warrant Liability (Tables)

6 Months Ended

Jun. 30, 2024

Warrant Liability

Schedule of Warrant Liability

The warrants outstanding and fair values at each of the respective valuation dates are summarized below:

Schedule of Warrant Liability

Warrant Liability	Warrants Outstanding		Fair Value per Share		Fair Value
Fair value as of year ended 12/31/2023		71,019			$	146
Fair value at initial measurement date		27,725	$	2.01		56
Change in fair value of warrant liability		-				(26	)
Fair value as of year ended 6/30/2024		98,744			$	176

Schedule of Assumptions Used in Warrant Liability

The following assumptions were used to calculate the warrant liability for six months ended June 30, 2024 and 2023:

	2024			2023
Exercise price	$	2.80 to $5.25		$	0.49 - $5.25
Share price		$1.99 - $2.73		$	1.28
Volatility		113.39% - 283.32	%		137.02 - 287.87	%
Risk-free interest rate		4.21% - 5.09	%		3.81 % - 4.74	%
Dividend yield		0.0	%		0.0	%
Expected term		1.2 to 5.0 years			0.1 to 3.4 years

Description of Business, Stock Split and Basis of Presentation (Details Narrative)	Mar. 01, 2023	Jan. 06, 2023
Joint Venture [Member]
Restructuring Cost and Reserve [Line Items]
Acquisition percentage	50.00%
CG Labs [Member]
Restructuring Cost and Reserve [Line Items]
Acquisition percentage	50.00%
Enigma Health Joint Venture [Member]
Restructuring Cost and Reserve [Line Items]
Acquisition percentage		50.00%
Moiety [Member]
Restructuring Cost and Reserve [Line Items]
Acquisition percentage		50.00%

Going Concern (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		6 Months Ended
	Aug. 08, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cash		$ 1,069		$ 1,069		$ 2,700
Net loss		885	$ 695	1,738	$ 1,509
Net cash used in operating activities				1,792	$ 1,926
Working capital		$ 1,000		$ 1,000
Registered Direct Offering [Member] \| Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of Stock, Number of Shares Issued in Transaction	222,000
Sale of Stock, Price Per Share	$ 5.00
Sale of Stock, Description of Transaction	each unit consisting of two shares of the Company’s common stock, and a warrant to purchase one share of common stock at an exercise price of $4.25
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 4.25
Sale of Stock, Consideration Received on Transaction	$ 1,100

Schedule of Disaggregated Revenue by Sales Type (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Accounting Policies [Abstract]
Contract manufacturing	$ 425	$ 887	$ 1,026	$ 1,267
Custom and white label finished goods manufacturing	11		42	4
Branded consumer products	968	259	1,585	493
Other	36	21	53	22
Total	$ 1,440	$ 1,167	$ 2,706	$ 1,786

Significant Accounting Policies and Estimates (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Jun. 30, 2024
Accounting Policies [Abstract]
Shor term line of credit	$ 245,000	$ 0
Allowance for doubtful accounts	11,000	18,000
Goodwill and intangible asset impairment	0
Prepaid insurance	64,000	10,000
General prepaid expenses	336,000	458,000
Remaining performance obligations	0	0
Deferred revenue	$ 20,000	$ 179,000

Schedule of Reportable Segments (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Segment Reporting Information [Line Items]
Total revenue	$ 1,440	$ 1,167	$ 2,706	$ 1,786
Cost of sales	1,030	992	2,019	1,669
Operating expenses	1,464	937	2,612	1,763
Loss from operations	(1,054)	(762)	(1,925)	(1,646)
Current assets:
Cash	1,069		1,069		$ 2,700
Accounts receivable, net	605		605		633
Inventory	1,446		1,446		1,319
Prepaid expenses and other current assets	468		468		400
Total current assets	3,588		3,588		5,052
Goodwill	1,128		1,128		1,128
Intangibles, net	855		855		326
Property and equipment, net	2,368		2,368		1,499
Operating lease – right of use asset	1,742		1,742		1,855
Other assets	95		95		95
Total assets	9,776		9,776		9,955
Current liabilities:
Accounts payable	1,245		1,245		1,233
Accrued expenses and other current liabilities	284		284		398
Deferred revenue	179		179		20
Current portion of note payable	87		87		80
Warrant liability	176		176		146
Contingent consideration liability	370		370		439
Financing lease liability, current portion	55		55
Operating lease liability, current portion	237		237		233
Total current liabilities	2,633		2,633		2,549
Financing lease liability, net of current portion	339		339
Operating lease liability, net of current portion	1,632		1,632		1,727
Notes payable, net of current portion	645		645		513
Total liabilities	5,249		5,249		4,789
Reportable Subsegments [Member]
Segment Reporting Information [Line Items]
Total revenue	1,440	1,167	2,706	1,786
Cost of sales	1,030	992	2,019	1,669
Operating expenses	1,464	937	2,612	1,763
Loss from operations	(1,054)	(762)	(1,925)	(1,646)
Current assets:
Cash	1,069		1,069		2,700
Accounts receivable, net	605		605		633
Inventory	1,446		1,446		1,319
Prepaid expenses and other current assets	468		468		400
Total current assets	3,588		3,588		5,052
Goodwill	1,128		1,128		1,128
Intangibles, net	855		855		326
Property and equipment, net	2,368		2,368		1,499
Operating lease – right of use asset	1,742		1,742		1,855
Other assets	95		95		95
Total assets	9,776		9,776		9,955
Current liabilities:
Accounts payable	1,245		1,245		1,233
Accrued expenses and other current liabilities	284		284		398
Deferred revenue	179		179		20
Current portion of note payable	87		87		80
Warrant liability	176		176		146
Contingent consideration liability	370		370		439
Financing lease liability, current portion	55		55
Operating lease liability, current portion	237		237		233
Total current liabilities	2,633		2,633		2,549
Financing lease liability, net of current portion	339		339
Operating lease liability, net of current portion	1,632		1,632		1,727
Notes payable, net of current portion	645		645		513
Total liabilities	5,249		5,249		4,789
Contract Manufacturing [Member] \| Reportable Subsegments [Member]
Segment Reporting Information [Line Items]
Total revenue	425	887	1,026	1,267
Custom and White Label Finished Goods [Member] \| Reportable Subsegments [Member]
Segment Reporting Information [Line Items]
Total revenue	11		42	4
Branded Consumer Products [Member] \| Reportable Subsegments [Member]
Segment Reporting Information [Line Items]
Total revenue	968	259	1,585	493
Other Incomes [Member] \| Reportable Subsegments [Member]
Segment Reporting Information [Line Items]
Total revenue	36	21	53	22
NexGel [Member]
Segment Reporting Information [Line Items]
Total revenue	1,090	568	1,941	995
Cost of sales	705	558	1,348	1,081
Operating expenses	1,322	884	2,309	1,677
Loss from operations	(937)	(874)	(1,716)	(1,763)
Current assets:
Cash	1,026		1,026		2,458
Accounts receivable, net	111		111		26
Inventory	931		931		622
Prepaid expenses and other current assets	447		447		312
Total current assets	2,515		2,515		3,418
Goodwill	1,128		1,128		1,128
Intangibles, net	688		688		122
Property and equipment, net	852		852		898
Operating lease – right of use asset	1,444		1,444		1,543
Other assets	95		95		95
Total assets	6,722		6,722		7,204
Current liabilities:
Accounts payable	578		578		509
Accrued expenses and other current liabilities	233		233		137
Deferred revenue					20
Current portion of note payable	12		12		6
Warrant liability	176		176		146
Contingent consideration liability	370		370		439
Financing lease liability, current portion
Operating lease liability, current portion	208		208		207
Total current liabilities	1,577		1,577		1,464
Financing lease liability, net of current portion
Operating lease liability, net of current portion	1,358		1,358		1,438
Notes payable, net of current portion	274		274		272
Total liabilities	3,209		3,209		3,174
NexGel [Member] \| Contract Manufacturing [Member]
Segment Reporting Information [Line Items]
Total revenue	78	291	269	479
NexGel [Member] \| Custom and White Label Finished Goods [Member]
Segment Reporting Information [Line Items]
Total revenue	11		42	4
NexGel [Member] \| Branded Consumer Products [Member]
Segment Reporting Information [Line Items]
Total revenue	968	259	1,585	493
NexGel [Member] \| Other Incomes [Member]
Segment Reporting Information [Line Items]
Total revenue	33	18	45	19
CGNJV [Member]
Segment Reporting Information [Line Items]
Total revenue	350	599	765	791
Cost of sales	325	434	671	588
Operating expenses	142	53	303	86
Loss from operations	(117)	112	(209)	117
Current assets:
Cash	43		43		242
Accounts receivable, net	494		494		607
Inventory	515		515		697
Prepaid expenses and other current assets	21		21		88
Total current assets	1,073		1,073		1,634
Goodwill
Intangibles, net	167		167		204
Property and equipment, net	1,516		1,516		601
Operating lease – right of use asset	298		298		312
Other assets
Total assets	3,054		3,054		2,751
Current liabilities:
Accounts payable	667		667		724
Accrued expenses and other current liabilities	51		51		261
Deferred revenue	179		179
Current portion of note payable	75		75		74
Warrant liability
Contingent consideration liability
Financing lease liability, current portion	55		55
Operating lease liability, current portion	29		29		26
Total current liabilities	1,056		1,056		1,085
Financing lease liability, net of current portion	339		339
Operating lease liability, net of current portion	274		274		289
Notes payable, net of current portion	371		371		241
Total liabilities	2,040		2,040		$ 1,615
CGNJV [Member] \| Contract Manufacturing [Member]
Segment Reporting Information [Line Items]
Total revenue	347	596	757	788
CGNJV [Member] \| Custom and White Label Finished Goods [Member]
Segment Reporting Information [Line Items]
Total revenue
CGNJV [Member] \| Branded Consumer Products [Member]
Segment Reporting Information [Line Items]
Total revenue
CGNJV [Member] \| Other Incomes [Member]
Segment Reporting Information [Line Items]
Total revenue	$ 3	$ 3	$ 8	$ 3

Schedule of Business Acquisitions (Details) - USD ($) $ in Thousands	May 15, 2024	Dec. 01, 2023	Mar. 01, 2023	Jun. 30, 2024	Dec. 31, 2023
Business Acquisition [Line Items]
Preliminary goodwill				$ 1,128	$ 1,128
Silly George Acquisition [Member]
Business Acquisition [Line Items]
Cash contributed by the Company	$ 600
Noncontrolling interest portion of CG Labs contributed business
Consideration paid	600
Customer related intangibles	600
Net tangible assets acquired	$ 600
Kenkoderm Acquisition [Member]
Business Acquisition [Line Items]
Cash contributed by the Company		$ 547
Noncontrolling interest portion of CG Labs contributed business		439
Consideration paid		986
Inventory		56
Product/Technology related intangibles		77
Net tangible assets acquired		169
Marketing related intangibles		36
Preliminary goodwill		$ 817
CG Labs [Member]
Business Acquisition [Line Items]
Cash contributed by the Company			$ 500
Noncontrolling interest portion of CG Labs contributed business			500
Consideration paid			1,000
Fixed assets			213
Product/Technology related intangibles			217
Net tangible assets acquired			1,000
Marketing related intangibles			$ 70

Schedule of Unaudited Pro-Forma Results of Operations (Details) - Kenkoderm and Silly George Acquisition [Member] - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Business Acquisition [Line Items]
Revenues, net	$ 3,280	$ 5,239
Net loss allocable to common shareholders	$ (1,780)	$ (980)
Net loss per share - basic	$ (0.29)	$ (0.17)
Net loss per share - diluted	$ (0.29)	$ (0.17)
Weighted average number of shares outstanding - basic	6,208,104	5,714,167
Weighted average number of shares outstanding - diluted	6,208,104	5,714,167

Acquisition (Details Narrative) - USD ($)				6 Months Ended
Acquisition (Details Narrative) - USD ($)	May 15, 2024	Dec. 01, 2023	Mar. 01, 2023	Jun. 30, 2024	Jun. 30, 2023	Jan. 06, 2023
Business Acquisition [Line Items]
Payment to acquire business			$ 500,000	$ 400,000
C.G. Laboratories Inc. [Member]
Business Acquisition [Line Items]
Minority percentage			50.00%
Moiety [Member]
Business Acquisition [Line Items]
Minority percentage						50.00%
Silly George Acquisition [Member]
Business Acquisition [Line Items]
Cash payment for acquire assets	$ 400,000
Business acquisition, number of value issued	$ 200,000
Business acquisition, number of shares issued	89,892
Business acquisition, net profit percentage	20.00%
Net tangible assets acquired	$ 600,000
Kenkoderm Acquisition [Member]
Business Acquisition [Line Items]
Cash payment for acquire assets		$ 546,500
Payments to acquire businesses, cash earn-out		136,625
Net tangible assets acquired		$ 169,000
Joint Venture [Member]
Business Acquisition [Line Items]
Acquisition percentage			50.00%
CG Labs [Member]
Business Acquisition [Line Items]
Net tangible assets acquired			$ 1,000,000
Acquisition percentage			50.00%
Enigma Health Joint Venture [Member]
Business Acquisition [Line Items]
Acquisition percentage						50.00%
Joint venture formation capital contribution				20,000
Minority interest				$ 37,000

Schedule of Future Minimum Operating Lease Payments (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Operating Leases
2024 (Remainder of year)	$ 122
2025	245
2026	301
2027	315
2028	324
Thereafter	790
Total undiscounted operating lease payments	2,097
Less: Imputed interest	(228)
Present value of operating lease liabilities	$ 1,869
Weighted average remaining lease term	6 years 10 months 24 days
Weighted average discount rate	3.00%

Schedule of Supplemental Cash Flows Information Related to Leases (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($)
Operating Leases
Operating cash flows from operating lease	$ 122

Operating Leases (Details Narrative) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Operating lease expense	$ 143	$ 136
PANAMA
Option to extend	There are two options that can extend the lease term for five years each
TEXAS
Option to extend	There is an option that can extend the lease term for an additional five years through February 2033

Schedule of Future Minimum Financing Lease Payments (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Financing Lease
2024 (Remainder of year)	$ 45
2025	90
2026	91
2027	91
2028	91
Thereafter	98
Total undiscounted operating lease payments `	506
Less: Imputed interest	(112)
Present value of operating lease liability	$ 394
Weighted average remaining lease term	5 years 7 months 6 days
Weighted average discount rate	9.10%

Financing Lease (Details Narrative) $ in Thousands	Jun. 30, 2024 USD ($)
Financing Lease
Financing lease liability included in property and equipment	$ 394
Weighted average interest rate	9.10%

Schedule of Inventory (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials	$ 945	$ 899
Work-in-progress	59	12
Finished goods	442	408
Inventory, gross	1,446	1,319
Less: Inventory reserve for excess and slow moving inventory
Total	$ 1,446	$ 1,319

Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 3,170	$ 2,225
Less: accumulated depreciation and amortization	(802)	(726)
Property and equipment, net	2,368	1,499
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,378	1,280
Machinery and Equipment [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful life (years)	3 years
Machinery and Equipment [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful life (years)	10 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 184	139
Furniture and Fixtures [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful life (years)	3 years
Furniture and Fixtures [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful life (years)	10 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 664	419
Useful life (years)	6 years
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 944	$ 387

Property and Equipment, Net (Details Narrative) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 76	$ 61

Schedule of Breakdown of Identifiable Intangible Assets (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Identifiable intangible assets, gross	$ 855
Finite-Lived Intangible Assets, Accumulated Amortization	600
Total identifiable intangible assets, net	$ 855	$ 326
Technology-Based Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	3 years
Identifiable intangible assets, gross	$ 325	325
Finite-Lived Intangible Assets, Accumulated Amortization	(142)	(98)
Total identifiable intangible assets, net	$ 183	227
Customer-Related Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	10 years
Identifiable intangible assets, gross	$ 17	17
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	4 years
Identifiable intangible assets, gross	$ 113	113
Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Identifiable intangible assets, gross	$ 600
Useful life description	Indefinite
Marketing-Related Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Accumulated Amortization	$ (58)	(31)
Total identifiable intangible assets, net	$ 672	$ 99

Schedule of Estimated Annual Amortization Expense (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2024 (remainder of the year)	$ 48
2025	126
2026	64
2027	13
2028	2
Thereafter	2
Subtotal	255
Indefinite lived intangible assets subject to impairment	600
Total	$ 855

Intangible Assets (Details Narrative) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	May 15, 2024	Dec. 01, 2023	Mar. 01, 2023	May 29, 2020
Finite-Lived Intangible Assets [Line Items]
Expected life	4 years 6 months	4 years 6 months
Amortization expense	$ 72	$ 4
Sport Defense LLC [Member] \| Technology Related and Customer Related Intangibles [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets						$ 55
CG Labs JV [Member] \| Technology Related and Customer Related Intangibles [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets					$ 287
Kenkoderm [Member] \| Technology Related and Customer Related Intangibles [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets				$ 113
Silly George Acquisition [Member] \| Technology Related and Customer Related Intangibles [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets			$ 600

Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Salaries, benefits, and incentive compensation	$ 98	$ 61
Margin line of credit		245
Other	186	92
Total accrued expenses and other current liabilities	$ 284	$ 398

Schedule of Reserved Common Stock For Issued Securities in Relation (Details)	6 Months Ended
	Jun. 30, 2024 shares
Equity [Abstract]
Share-based compensation plan	546,364
Warrants to purchase common stock	3,713,519
Restricted stock units	84,284

Common Stock (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands			6 Months Ended
	Jun. 06, 2024	Feb. 15, 2024	Jun. 30, 2024	Jun. 30, 2023
Subsidiary, Sale of Stock [Line Items]
Gross proceeds from issuance of initial public offering			$ 946
Warrant [Member] \| Minimum [Member]
Subsidiary, Sale of Stock [Line Items]
Exercise price, per share			$ 2.80	$ 0.49
Warrant [Member] \| Maximum [Member]
Subsidiary, Sale of Stock [Line Items]
Exercise price, per share			$ 5.25	$ 5.25
Registered Direct Offering [Member] \| Subscription Agreements [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of shares issued in transaction		242,891
Sale of stock, price per share		$ 4.22
Exercise price, per share		$ 4.00
Warrants expire term		5 years
Gross proceeds from issuance of initial public offering		$ 900
Registered Direct Offering [Member] \| Subscription Agreements [Member] \| Minimum [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock outstanding percentage		4.99%
Registered Direct Offering [Member] \| Subscription Agreements [Member] \| Maximum [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock outstanding percentage		9.99%
Registered Direct Offering [Member] \| Subscription Agreements [Member] \| Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of shares issued in transaction		485,782
Sale of stock, price per share		$ 2.11
Registered Direct Offering [Member] \| Subscription Agreements [Member] \| Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of shares issued in transaction		242,891
Placement Agent [Member] \| Subscription Agreements [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of shares issued in transaction		27,725
Exercise price, per share		$ 4.00
Cash fee of aggregate gross proceeds percentage		6.00%
Warrants exercisable period		5 years
Placement Agent [Member] \| Subscription Agreements [Member] \| Non Affiliated Entity [Member]
Subsidiary, Sale of Stock [Line Items]
Cash fee of aggregate gross proceeds percentage		6.00%
Placement Agent [Member] \| Subscription Agreements [Member] \| Affiliated Entity [Member]
Subsidiary, Sale of Stock [Line Items]
Cash fee of aggregate gross proceeds percentage		3.00%
Consultant [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of shares issued in transaction	5,000
Sale of stock, number of value issued in transaction	$ 9

Schedule of Information about Incentive Plan (Details) - shares

6 Months Ended

Jun. 30, 2024

May 03, 2021

May 26, 2020

2019 Plan [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Awards Reserved For Issuance

871,429

^[1]

57,143

Awards Issued and Outstanding

^[1]

607,551

Awards Exercised

^[1]

19,541

Awards Available for Grant

244,337

^[1]

485,715

Awards Granted Outside Of The 2019 Plan [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Awards Reserved For Issuance

^[2]

Awards Issued and Outstanding

^[2]

70,623

Awards Exercised

^[2]

48,401

Awards Available for Grant

^[2]

[1]	Includes incentive stock options and restricted stock units discussed below.
[2]	Includes shares of restricted common stock granted outside of the 2019 Plan to our Chief Executive Officer, Adam Levy.

Schedule of Incentive Stock Option Activity (Details) - Equity Option [Member] - 2019 Plan [Member] - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of options, outstanding, beginning balance	560,650
Weighted average exercise price, outstanding beginning balance	$ 2.350742
Weighted average remaining contractual term	7 years 5 months 12 days	7 years 11 months 12 days
Number of options, granted
Weighted average exercise price, granted
Number of options, exercised
Weighted average exercise price, exercised
Number of options, forfeited
Weighted average exercise price, forfeited
Number of options, cancelled
Weighted average exercise price, cancelled
Number of options, expired	(14,286)
Weighted average exercise price, expired	$ 5.25
Number of options, outstanding, ending balance	546,364	560,650
Weighted average exercise price, outstanding ending balance	$ 2.274933	$ 2.350742
Number of options, exercisable	421,364
Weighted average exercise price, exercisable	$ 1.733517
Weighted average remaining contractual term, exercisable	7 years 21 days

Schedule of Restricted Stock Units Granted (Details)	6 Months Ended
Schedule of Restricted Stock Units Granted (Details)	Jun. 30, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of units, exercised and converted to common shares
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of units outstanding beginning	64,562
Weighted average grant date fair value outstanding beginning \| $ / shares	$ 1.82
Number of units, granted	22,222
Weighted average grant date fair value, granted \| $ / shares	$ 2.25
Number of units, exercised and converted to common shares	(2,000)
Weighted average grant date fair value, exercised and converted to common shares \| $ / shares	$ 1.82
Number of units, forfeited	(1,750)
Weighted average grant date fair value, forfeited \| $ / shares	$ 1.82
Number of units outstanding ending	82,534
Weighted average grant date fair value outstanding ending \| $ / shares	$ 1.93
Number of units exercisable	35,595
Weighted average grant date fair value exercisable \| $ / shares	$ 1.91

Schedule of Common Stock Warrants (Details) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]
Number of warrants, outstanding beginning balance	3,442,904
Weighted average exercise price, outstanding beginning balance	$ 5.414793
Weighted average remaining contractual term	2 years 9 months 14 days	2 years 10 months 13 days
Number of warrants, granted	270,615
Weighted average exercise price, granted	$ 4.00
Weighted average remaining contractual term, granted	5 years
Number of warrants, exercised
Weighted average exercise price, exercised
Number of warrants, forfeited
Weighted average exercise price, forfeited
Number of warrants, cancelled
Weighted average exercise price, cancelled
Number of warrants, expired
Weighted average exercise price, expired
Number of warrants, outstanding ending balance	3,713,519	3,442,904
Weighted average exercise price, outstanding ending balance	$ 5.311694	$ 5.414793
Number of warrants, exercisable	3,713,519
Weighted average exercise price, exercisable	$ 5.311694
Weighted average remaining contractual term, exercisable	2 years 9 months 14 days

Share-based Compensation (Details Narrative) - USD ($)

6 Months Ended

Jan. 01, 2024

Mar. 23, 2023

Jun. 30, 2024

Jun. 30, 2023

Dec. 31, 2023

May 31, 2021

May 03, 2021

May 26, 2020

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Common stock reserved for issuance

25,000,000

Restricted stock vesting, shares

84,284

Stock based compensation and restricted stock vesting

$ 118,000

$ 53,000

Unrecognized share based compensation expense

77,000

Intrinsic value of vested outstanding warrants

$ 0

Chief Executive Officer [Member] | Restricted Stock [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Number of units, granted

22,222

Restricted stock vesting, shares

22,222

Share price

$ 2.25

2019 Plan [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Awards reserved for issuance

871,429

^[1]

57,143

Common stock reserved for issuance

571,429

57,143

Number of shares available for grant

244,337

^[1]

485,715

Common stock reserved for issuance

485,715

Additional common stock reserved for issuance

300,000

Shares reserved for issuance, awarded

$ 871,429

Shares reserved for issuance, exercised

$ 609,687

2019 Plan [Member] | Equity Option [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Number of shares granted

Intrinsic value

$ 207,000

$ 129,000

Unrecognized share based compensation

$ 0

2019 Plan [Member] | Equity Option [Member] | Minimum [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Period of recognition of stock based compensation expense

18 months

2019 Plan [Member] | Equity Option [Member] | Maximum [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Period of recognition of stock based compensation expense

36 months

2019 Plan [Member] | Executive Officer [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Number of shares granted

14,286

[1]	Includes incentive stock options and restricted stock units discussed below.

Schedule of Debt Instruments (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Debt Disclosure [Abstract]
2024	$ 49
2025	96
2026	96
2027	103
2028	111
Thereafter	277
Total	$ 732

Notes Payable (Details Narrative) - USD ($) $ in Thousands				6 Months Ended	12 Months Ended
Notes Payable (Details Narrative) - USD ($) $ in Thousands	Mar. 13, 2024	Feb. 11, 2024	May 28, 2020	Jun. 30, 2024	Dec. 31, 2023	Feb. 29, 2024
Short-Term Debt [Line Items]
Principal and accrued interest				$ 275	$ 279
JV Notes Payable [Member]
Short-Term Debt [Line Items]
Notes payable				231
Agreements terms	5 years
Interest rate	8.00%
Debt instrument periodic payment	$ 4
Principal balance amount				218	231
JV Notes Payable Member One [Member]
Short-Term Debt [Line Items]
Notes payable				237
Agreements terms	5 years
Interest rate	8.00%
Debt instrument periodic payment	$ 5
Principal balance amount				228	84
Advance payment of promissory note					$ 84	$ 153
NexGel [Member]
Short-Term Debt [Line Items]
Notes payable				13
Agreements terms		2 years
Interest rate		0.00%
Debt instrument periodic payment		$ 545
Principal balance amount				$ 11
Economic Injury Disaster Loan [Member]
Short-Term Debt [Line Items]
Interest rate			3.75%
Debt instrument periodic payment			$ 1,270
Borrowing capacity			260,500
Loan advance			$ 8

Schedule of Warrant Liability (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Fair value, change in fair value of warrant liability	$ (26)	$ (77)
Warrant [Member]
Warrants outstanding, beginning balance	71,019
Fair value, beginning balance	$ 146
Warrants outstanding, fair value at initial measurement date	27,725,000
Fair value per share, fair value at initial measurement date	$ 2.01
Fair value at initial measurement date	$ 56
Warrants outstanding, change in fair value of warrant liability
Fair value, change in fair value of warrant liability	$ (26)
Warrants outstanding, ending balance	98,744
Fair value, ending balance	$ 176

Schedule of Assumptions Used in Warrant Liability (Details) - Warrant [Member] - $ / shares	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Share price		$ 1.28
Volatility, minimum	113.39%	137.02%
Volatility, maximum	283.32%	287.87%
Risk-free interest rate, minimum	4.21%	3.81%
Risk-free interest rate, maximum	5.09%	4.74%
Dividend yield	0.00%	0.00%
Minimum [Member]
Exercise price	$ 2.80	$ 0.49
Share price	$ 1.99
Expected term	1 year 2 months 12 days	1 month 6 days
Maximum [Member]
Exercise price	$ 5.25	$ 5.25
Share price	$ 2.73
Expected term	5 years	3 years 4 months 24 days

Warrant Liability (Details Narrative) - Private Placement [Member] - $ / shares	Jun. 30, 2024	Feb. 21, 2024	Sep. 02, 2021	Mar. 11, 2021	Feb. 03, 2021	Dec. 24, 2020	Mar. 18, 2020	Nov. 06, 2019	Sep. 10, 2019
Subsidiary, Sale of Stock [Line Items]
Warrants outstanding		27,725	22,019	34,285	7,429	7,286	44,286	114,286	35,714
Minimum [Member]
Subsidiary, Sale of Stock [Line Items]
Exercise price	$ 0.49
Maximum [Member]
Subsidiary, Sale of Stock [Line Items]
Exercise price	$ 5.25

Concentrations of Risk (Details Narrative) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Concentration Risk [Line Items]
Cash, FDIC insured amount	$ 250
Customer One [Member] \| Revenue Benchmark [Member] \| Customer Concentration Risk [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	15.00%	40.00%
Customer One [Member] \| Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	58.00%	0.00%
Other Customer One [Member] \| Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	14.00%	13.00%
Customer Two [Member] \| Revenue Benchmark [Member] \| Customer Concentration Risk [Member]
Concentration Risk [Line Items]
Concentration risk, percentage		14.00%
Customer Two [Member] \| Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Concentration Risk [Line Items]
Concentration risk, percentage		22.00%
Other Customer Two [Member] \| Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Concentration Risk [Line Items]
Concentration risk, percentage		15.00%
Other Customer Three [Member] \| Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Concentration Risk [Line Items]
Concentration risk, percentage		16.00%

Related Party Transactions (Details Narrative) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Dr.Jerome Zeldis [Member]
Related Party Transaction [Line Items]
Due from related parties, current	$ 25,000	$ 25,000

Subsequent Events (Details Narrative) - Subsequent Event [Member] - Subscription Agreements [Member] - USD ($) $ / shares in Units, $ in Thousands	Aug. 14, 2024	Aug. 13, 2024	Aug. 08, 2024
Subsequent Event [Line Items]
Sale of units	444,000		222,000
Stock price			$ 5.00
Sale of stock, description			each unit consisting of two shares of the Company’s common stock and a warrant to purchase one share of common stock at an exercise price of $4.25 per share
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 4.25	$ 4.25
Warrants to purchase common stock	222,000
Warrant expiration		5 years
Number of shares outstanding percentage description		The holder of an August Warrant is prohibited from exercising of any such warrants to the extent that such exercise would result in the number of shares of common stock beneficially owned by such holder and its affiliates exceeding 4.99% of the total number of shares of common stock outstanding immediately after giving effect to the exercise, which percentage may be increased or decreased at the holder’s election not to exceed 9.99%.
Shares issuance			27,000
Gross proceeds from shares issuance			$ 1,110
Alere Financial Partners LLC [Member]
Subsequent Event [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 4.25
Warrants to purchase common stock			33,360
Warrant expiration			5 years
Cash fee percentage			8.00%
Gross proceeds percentage			4.00%
Number of shares sold percentage			8.00%