BRFH Barfresh Food Group Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended March 31, 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: 001-41228

 

BARFRESH FOOD GROUP INC.

(Exact name of registrant as specified in its charter)

 

Delaware		27-1994406
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
3600 Wilshire Blvd., Suite 1720, Los Angeles, California		90010
(Address of principal executive offices)		(Zip Code)

 

310-598-7113

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

 

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, $0.000001 par value		BRFH		The Nasdaq Capital Market

 

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 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 non-accelerated 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 the 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 in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 14,719,875 shares as of May 13, 2024.

 

 

 

TABLE OF CONTENTS

 

		Page Number
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements.	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	18
Item 4.	Controls and Procedures.	18
PART II - OTHER INFORMATION		19
Item 1.	Legal Proceedings.	19
Item 1A.	Risk Factors.	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	19
Item 3.	Defaults Upon Senior Securities.	19
Item 4.	Mine Safety Disclosures.	19
Item 5.	Other Information.	19
Item 6.	Exhibits.	19
SIGNATURES		20

 

 

Item 1. Financial Statements.

 

Barfresh Food Group Inc.

Condensed Consolidated Balance Sheets

 

		March 31,				December 31,
		2024				2023
		(unaudited)				(audited)
Assets
Current assets:
Cash		$	1,167,000			$	1,891,000
Trade accounts receivable, net			1,366,000				821,000
Other receivables			20,000				160,000
Inventory, net			1,284,000				1,214,000
Prepaid expenses and other current assets			230,000				67,000
Total current assets			4,067,000				4,153,000
Property, plant and equipment, net of depreciation			350,000				409,000
Intangible assets, net of amortization			226,000				241,000
Other non-current assets			105,000				7,000
Total assets		$	4,748,000			$	4,810,000
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable		$	1,328,000			$	1,670,000
Disputed co-manufacturer accounts payable (Note 5)			499,000				499,000
Accrued expenses			225,000				85,000
Accrued payroll and employee related			34,000				53,000
Total current liabilities			2,086,000				2,307,000
Other non-current liabilities			126,000				-
Total liabilities			2,212,000				2,307,000
Commitments and contingencies			-				-
Stockholders’ equity:
Preferred stock, $0.000001 par value, 400,000 shares authorized, none issued or outstanding			-				-
Common stock, $0.000001 par value; 23,000,000 shares authorized; 14,719,875 and 14,420,105 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively			-				-
Additional paid in capital			63,781,000				63,299,000
Accumulated deficit			(61,245,000	)			(60,796,000	)
Total stockholders’ equity			2,536,000				2,503,000
Total liabilities and stockholders’ equity		$	4,748,000			$	4,810,000

 

See the accompanying notes to the condensed consolidated financial statements

 

 

Barfresh Food Group Inc.

Condensed Consolidated Statements of Operations

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

		2024				2023
						(restated)
Revenue		$	2,829,000			$	2,091,000
Cost of revenue			1,659,000				1,236,000
Gross profit			1,170,000				855,000
Operating expenses:
Selling, marketing and distribution			694,000				667,000
General and administrative			858,000				994,000
Depreciation and amortization			67,000				83,000
Total operating expenses			1,619,000				1,744,000
Net loss		$	(449,000	)		$	(889,000	)
Per share information - basic and fully diluted:
Weighted average shares outstanding			14,500,863				12,977,000
Net loss per share		$	(0.03	)		$	(0.07	)

 

See the accompanying notes to the condensed consolidated financial statements

 

 

Barfresh Food Group Inc.

Condensed Consolidated Statements of Cash Flows

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

		2024				2023
						(restated)
Net loss		$	(449,000	)		$	(889,000	)
Adjustments to reconcile net loss to net cash used in operating activities
Stock-based compensation			366,000				268,000
Depreciation and amortization			74,000				86,000
Stock and options issued for services			-				8,000
Changes in assets and liabilities
Accounts receivable			(545,000	)			(445,000	)
Other receivables			140,000				90,000
Inventories			(70,000	)			(7,000	)
Prepaid expenses and other assets			(107,000	)			(92,000	)
Accounts payable			(271,000	)			(228,000	)
Accrued expenses			93,000				(15,000	)
Net cash used in operating activities			(769,000	)			(1,224,000	)
Financing activities
Issuance of debt (Note 6)			65,000				-
Repurchases from stock compensation program			(20,000	)			(18,000	)
Net cash provided by (used in) financing activities			45,000				(18,000	)
Net decrease in cash and restricted cash			(724,000	)			(1,242,000	)
Cash, beginning of period			1,891,000				3,019,000
Cash, end of period		$	1,167,000			$	1,777,000
Cash paid during the period for:
Amounts included in the measurement of lease liabilities		$	-			$	20,000
Non-cash financing and investing activities:
Convertible notes issued in exchange for trade payables		$	71,000			$	-
Conversion of debt and interest to equity		$	136,000			$	-
Acquisition of long-term software license in exchange for contract payable		$	154,000			$	-
Value of shares relinquished in modification of stock-based compensations awards		$	-			$	24,000

 

See the accompanying notes to the condensed consolidated financial statements

 

 

Barfresh Food Group Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2024

(Unaudited)

 

Note 1. Description of the Business, Basis of Presentation, and Summary of Significant Accounting Policies

 

Barfresh Food Group Inc., (“we,” “us,” “our,” and the “Company”) was incorporated on February 25, 2010 in the State of Delaware. The Company is engaged in the manufacturing and distribution of ready-to-drink and ready-to-blend beverages, particularly, smoothies, shakes and frappes.

 

Basis of Presentation

 

The accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the fiscal year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K, as filed with the SEC on March 22, 2024. In management’s opinion, the unaudited interim condensed consolidated financial statements reflect all adjustments, which are of a normal and recurring nature, that are necessary for a fair presentation of financial results for the interim periods presented. Operating results for any quarter are not necessarily indicative of the results for the full fiscal year.

 

Principles of Consolidation

 

The consolidated financial statements include the financial statements of the Company and our wholly owned subsidiaries, Barfresh Inc. and Barfresh Corporation Inc. (formerly known as Smoothie, Inc.). All inter-company balances and transactions among the companies have been eliminated upon consolidation.

 

Use of Estimates

 

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the years reported. Actual results may differ from these estimates.

 

Vendor Concentrations

 

The Company is exposed to supply risk as a result of concentration in its vendor base resulting from the use of a limited number of contract manufacturers. Purchases from the Company’s significant contract manufacturers as a percentage of all finished goods purchased were as follows:

 Schedule of Contract Manufacturers Percentage of Finished Goods 

		2024				2023
Manufacturer A			63	%			48	%
Manufacturer B			36	%			46	%
Manufacturer C			1	%			6	%
Concentration risk percentage			1	%			6	%

 

Summary of Significant Accounting Policies

 

There have been no changes to our significant accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on March 22, 2024 that have had a material impact on our condensed consolidated financial statements and related notes.

 

6

 

 

Financial Instruments

 

The Company’s financial instruments consist of cash, accounts receivable and accounts payable. The carrying value of the Company’s financial instruments approximates their fair value.

 

Accounts Receivable and Allowances

 

Accounts receivable are recorded and carried at the original invoiced amount less allowances for credits and for any potential uncollectible amounts due to credit losses. We make estimates of the expected credit and collectability trends for the allowance for credit losses based on our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect our ability to collect from our customers. Expected credit losses are recorded as general and administrative expenses on our condensed consolidated statements of operations. As of March 31, 2024 and December 31, 2023, there was no allowance for credit losses. There was no credit loss expense for the three months ended March 31, 2024 and 2023.

 

Other Receivables

 

Other receivables consist of the Company’s 2021 Employer Retention Credit “ERC” claim, which the Company collected in March 2024, amounts due from vendors for materials acquired on their behalf for use in manufacturing the Company’s products, vendor rebates and freight claims.

 

ERC claims can be made in a variety of circumstances with varying degrees of subjectivity and clear authoritative guidance. Paid claims are subject to IRS inspection which may occur prior to expiration of the statute of limitations. The Company’s ERC claim was based on objectively calculated declines in revenue using methods that are clearly defined in the Coronavirus Aid, Relief, and Economic Security Act and various regulations and interpretations thereof.

 

7

 

 

Revenue Recognition

 

In accordance with ASC 606, Revenue from Contracts with Customers, revenue is recognized when a customer obtains ownership of promised goods. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods. The Company applies the following five steps:

 

	1)	Identify the contract with a customer
		A contract with a customer exists when (I) the Company enters into an enforceable contract with a customer that defines each party’s rights, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for goods or services that are transferred is probable. For the Company, the contract is the approved sales order, which may also be supplemented by other agreements that formalize various terms and conditions with customers.
	2)	Identify the performance obligation in the contract
		Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer. For the Company, this consists of the delivery of frozen beverages, which provide immediate benefit to the customer.
	3)	Determine the transaction price
		The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods and is generally stated on the approved sales order. Variable consideration, which typically includes rebates or discounts, are estimated utilizing the most likely amount method. Provisions for refunds are generally provided for in the period the related sales are recorded, based on management’s assessment of historical and projected trends.
	4)	Allocate the transaction price to performance obligations in the contract   Since the Company’s contracts contain a single performance obligation, delivery of frozen beverages, the transaction price is allocated to that single performance obligation.
	5)	Recognize revenue when or as the Company satisfies a performance obligation
		The Company recognizes revenue from the sale of frozen beverages when title and risk of loss passes and the customer accepts the goods, which generally occurs at the time of delivery to a customer warehouse. Customer sales incentives such as volume-based rebates or discounts are treated as a reduction of sales at the time the sale is recognized. Shipping and handling costs are treated as fulfilment costs and presented in distribution, selling and administrative costs.   Payments that are received before performance obligations are recorded are shown as current liabilities.
		The Company evaluated the requirement to disaggregate revenue and concluded that substantially all of its revenue comes from a single product, frozen beverages.

 

Storage and Shipping Costs

 

Storage and outbound freight costs are included in selling, marketing and distribution expense. For the three months ending March 31, 2024 and 2023, storage and outbound freight totaled approximately $364,000 and $311,000, respectively.

 

Research and Development

 

Expenditures for research activities relating to product development and improvement are charged to expense as incurred. The Company incurred approximately $30,000 and $21,000, in research and development expense for the three months ending March 31, 2024 and 2023, respectively.

 

Loss Per Share

 

For the three months ended March 31, 2024 and 2023 common stock equivalents have not been included in the calculation of net loss per share as their effect is anti-dilutive as a result of losses incurred.

 

8

 

 

Reclassifications

 

Certain reclassifications have been made to the 2023 financial statements to conform to the 2024 presentation, namely stock-based compensation paid to the Company’s directors has been reclassified from stock and options issued for services and shares repurchased for employee tax withholding under the Company’s stock compensation program have been reclassified to financing activities in the consolidated statement of cash flows, with corresponding changes reflected in the statement of stockholders’ equity for the three months ended March 31, 2023.

 

Recent Pronouncements

 

From time to time, new accounting pronouncements are issued that we adopt as of the specified effective date. We have not determined if the impact of recently issued standards that are not yet effective will have an impact on our results of operations and financial position.

 

Note 2. Restatement of Prior Financial Information

 

This Company’s previously filed unaudited statement of operations and cash flow statement have been restated to correct errors in calculating depreciation. From a quantitative and qualitative perspective, the Company determined that correcting the previously filed financial statements would not require amendment to its previously filed reports on Form 10-Q and 10-K. The effect of the correction of previously issued financial statements is summarized below:

 Schedule of Prior Financial Information

		Three-months ended March 31, 2023
		As Previously
		Reported				Adjustment				Restated
Consolidated Statement of Operations
Depreciation and amortization		$	104,000			$	(21,000	)		$	83,000
Total operating expenses		$	1,765,000			$	(21,000	)		$	1,744,000
Net loss		$	(910,000	)		$	21,000			$	(889,000	)
Consolidated Statement of Cash Flows
Net loss		$	(910,000	)		$	21,000			$	(889,000	)
Depreciation and amortization		$	107,000			$	(21,000	)		$	86,000
Net cash used in operating activities		$	(1,224,000	)		$	-			$	(1,224,000	)

 

Note 3. Inventory

 

Inventory consists of the following:

 Schedule of Inventory

		March 31,				December 31,
		2024				2023
Raw materials		$	28,000			$	28,000
Finished goods			1,256,000				1,186,000
Inventory, net		$	1,284,000			$	1,214,000

 

9

 

 

Note 4. Property Plant and Equipment

 

Property and equipment, net consist of the following:

 Schedule of Property and Equipment, Net

		March 31,				December 31,
		2024				2023
Manufacturing equipment		$	1,546,000			$	1,546,000
Customer equipment			1,404,000				1,410,000
Property and equipment, gross			2,950,000				2,956,000
Less: accumulated depreciation			(2,600,000	)			(2,547,000	)
Property and equipment, net of depreciation		$	350,000			$	409,000

 

Depreciation expense related to these assets was approximately $59,000 and $71,000 each of the three months ended March 31, 2024 and 2023. Depreciation expense in cost of revenue was $7,000 and $4,000 for the three months ended March 31, 2024 and 2023, respectively.

 

Note 5. Commitments and Contingencies

 

Lease Commitments

 

The Company leases office space under a non-cancellable operating lease which expired on March 31, 2023, and was extended in a series of amendments through September 30, 2024. The Company’s periodic lease cost was approximately $20,000 for each of the three months ended March 31, 2024 and 2023.

 

Legal Proceedings

 

Schreiber Dispute

 

The Company’s products are produced to its specifications through several contract manufacturers. One of the Company’s contract manufacturers (the “Manufacturer”) provided approximately 52% and 42% of the Company’s products in the years ended December 31, 2022 and 2021, respectively, under a Supply Agreement with an initial term through September 2025.

 

Over the course of 2022, the Company experienced numerous quality issues with the case packaging utilized by the Manufacturer. In addition, in July of 2022, the Company began receiving customer complaints about the texture of the Company’s smoothie products produced by the Manufacturer. In response, the Company withdrew product from the market and destroyed on-hand inventory, withholding $499,000 in payments due to the Manufacturer.

 

The Company attempted to resolve the issues based on the contractual procedures described in the Supply Agreement. However, on November 4, 2022, in response to a formal proposal of alternate resolutions, the Company received notification from the Manufacturer that it was denying any responsibility for the defective manufacture of the product. In response, on November 10, 2022, the Company filed a complaint in the United States District Court for the Central District of California, Western Division (the “Complaint”), claiming that the Manufacturer had not met its obligations under the Supply Agreement, and seeking economic damages. In response, the Manufacturer terminated the Supply Agreement. On January 20, 2023, the Company filed a voluntary dismissal of the Complaint which allowed the parties to reach a potential resolution outside of the court system. However, as the parties were once again unable to come to an agreement, the Company re-filed the Complaint in California State Court in August 2023 and continues to progress through the court system.

 

Due to the uncertainties surrounding the claim, the Company is not able to predict either the outcome or a range of reasonably possible recoveries that could result from its actions against the Manufacturer, and no gain contingencies have been recorded. The disruption in its supply resulting from the dispute has and will continue to adversely impact the Company’s results of operations and cash flow until a suitable resolution is reached or new sources of reliable supply at sufficient volume can be identified and developed, the timing of which is uncertain. The Company has mitigated the impact of the supply disruption with the introduction of its single-serve smoothie cartons; however the product format has not been accepted by some customers or as a substitute for the bottle product in all use cases.

 

10

 

 

Other legal matters

 

From time to time, various lawsuits and legal proceedings may 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 the defendant in one legal proceeding for an amount less than $100,000. Our legal counsel and management believe the probability of a material unfavorable outcome is remote.

 

Note 6. Convertible Notes

 

From July 2023 to March 2024, the Company executed subscription agreements for substantially all of a $2,000,000 privately placed convertible debt offering. The debt was available to be drawn in 25% increments, maturing on the anniversary of the draw, bearing interest at 10% per annum for the term, regardless of earlier payment or conversion, and was mandatorily convertible as to principal and interest into shares of the Company’s common stock at any time prior to maturity at the greater of $1.20 or 85% of the volume-weighted average price of the common stock for the ten trading days immediately preceding the written notice of the conversion (the “Conversion Price”). If the Company had not exercised the mandatory conversion, the holder of the debt had the option after six months and on up to four occasions to convert all or any portion of the principal and interest into shares of the Company’s common stock at the Conversion Price.

 

On October 23, 2023, the Company drew down $1,390,000 in convertible debt and converted a total of $1,207,000 of principal into 820,160 shares of common stock. Additionally, on December 19, 2023, the Company drew down $470,000 in convertible debt and converted a total of $653,000 of principal and $4,000 of accrued interest into 495,331 shares of common stock. Finally, on March 27 and 29, 2024 the Company drew down $136,000 in convertible debt and converted the total drawn into 124,208 shares, settling all debt. Debt drawdowns included the non-cash settlement of $30,000 and $71,000 in accounts payable in the year ended December 31, 2023 and the three months ended March 31, 2024, respectively.

 

Note 7. Stockholders’ Equity

 

The following are changes in stockholders’ equity for the three months ended March 31, 2023 and 2024:

 Schedule of Changes in Stockholders' Equity

										Additional
		Common Stock								paid in				Accumulated
		Shares				Amount				Capital				(Deficit)				Total
Balance December 31, 2022			12,934,741			$	-			$	60,905,000			$	(57,972,000	)		$	2,933,000
Issuance of common stock for equity compensation, net of shares repurchased for income tax withholding			65,779				-				(18,000	)			-				(18,000	)
Equity-based compensation expense			-				-				268,000				-				268,000
Cash settlement of equity-based compensation			-				-				(24,000	)			-				(24,000	)
Conversion of debt and interest (Note 6)			124,208
Issuance of stock for services			2,083				-				8,000				-				8,000
Net loss			-				-				-				(889,000	)			(889,000	)
Balance March 31, 2023			13,002,603			$	-			$	61,139,000			$	(58,861,000	)		$	2,278,000

 

										Additional
		Common Stock								paid in				Accumulated
		Shares				Amount				Capital				(Deficit)				Total
Balance December 31, 2023			14,420,105			$	-			$	63,299,000			$	(60,796,000	)		$	2,503,000
Balance			14,420,105			$	-			$	63,299,000			$	(60,796,000	)		$	2,503,000
Issuance of common stock for equity compensation, net of shares repurchased for income tax withholding			175,562				-				(20,000	)			-				(20,000	)
Equity-based compensation expense			-				-				366,000				-				366,000
Conversion of debt and interest (Note 6)			124,208				-				136,000				-				136,000
Net loss			-				-				-				(449,000	)			(449,000	)
Balance March 31, 2024			14,719,875			$	-			$	63,781,000			$	(61,245,000	)		$	2,536,000
Balance			14,719,875			$	-			$	63,781,000			$	(61,245,000	)		$	2,536,000

 

11

 

 

Warrants

 

During the three months ended March 31, 2024, 122,739 warrants at a weighted average exercise price of $9.10 per share expired.

 

Equity Incentive Plan

 

Through 2022, the Company issued equity awards under the 2015 Equity Incentive Plan (the “2015 Plan”) and outside the Plan. In June 2023, the Company’s stockholders adopted the 2023 Equity Incentive Plan (the “2023 Plan”), reserving 650,000 shares for future issuance. The Board of Directors discontinued further grants under the 2015 Plan. In March 2024, the Board of Directors amended the 2023 Plan to reserve an additional 650,000 shares for future issuance, bringing the total for the plan to 1,300,000, and to provide an evergreen provision that reserves additional shares depending on future non-plan issuances of common stock.

 

As of March 31, 2024, the Company has $77,000 of total unrecognized share-based compensation expense relative to unvested options, stock awards and stock units, which is expected to be recognized over the remaining weighted average period of 1.1 years.

 

Stock Options

 

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

 Schedule of Stock Options Activity

		Number of Options				Weighted average exercise price per share				Remaining term in years
Outstanding on December 31, 2023			587,091			$	6.50				3.6
Issued			43,695			$	1.50				8.0
Outstanding on March 31, 2024			630,786			$	6.15				3.8
Exercisable, March 31, 2024			582,316			$	6.31				3.6

 

The fair value of the options issued was calculated using the Black-Scholes option pricing model, based on the following:

 Schedule of Fair Value of Options Using Black-Sholes Option Pricing Model

		2024
Expected term (in years)			8.0
Expected volatility			84.4	%
Risk-free interest rate			3.9	%
Expected dividends		$	-
Weighted average grant date fair value per share		$	1.15

 

12

 

 

Restricted Stock

 

The following is a summary of restricted stock award and restricted stock unit activity for the three months ended March 31, 2024:

 Schedule of Restricted Stock Award and Restricted Stock Unit Activity

		Number of shares				Weighted average grant date fair value
Unvested at January 1, 2024			32,606			$	4.82
Granted			5,000			$	1.20
Vested			(10,233	)		$	5.26
Unvested at March 31, 2024			27,373			$	3.99

 

Performance Share Units

 

During 2023 and 2024, the Company issued performance share units (“PSUs”) that represented shares potentially issuable based upon Company and individual performance in the years of issuance.

 

The following table summarizes the activity for the Company’s unvested PSUs for the three months ended March 31, 2024:

 Schedule of Performance Stock Unit Activity

		Number of shares				Weighted average grant date fair value
Unvested at January 1, 2024			63,888			$	1.70
Granted			445,000			$	1.20
Vested			(48,932	)		$	1.15
Forfeited			(2,548	)		$	1.15
Unvested and expected to vest at March 31, 2024			457,408			$	1.20

 

In February 2023, the unvested awards issued and outstanding for individual performance under the 2022 PSU program were modified to cash-settle the original grant-date fair value of approximately $80,000, resulting in incremental compensation of $56,000 after considering the $24,000 fair value of the vested shares at the date of the modification. Additionally, the Company performance targets were modified to allow approximately 71,000 PSUs to vest, with an additional time-based vesting requirement for approximately 26,000 of the PSUs. Because the awards did not vest based on the original terms, the modification was considered a new grant, resulting in $64,000 in compensation expense in the three-months ended March 31, 2023.

 

The Company adopted a 2024 PSU program in March 2024, granting approximately 445,000 PSUs at target performance against company-wide metrics. The results for the three months ended March 31, 2024 include $125,000 in expense for the 2024 PSU program. Estimates of expense associated with 2024 performance will be reassessed each quarter through the performance period.

 

13

 

 

Note 8. Income Taxes

 

ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of evidence, it is more than likely than not that some portion or all the deferred tax assets will not be recognized. Accordingly, at this time the Company has placed a valuation allowance on all tax assets. As of March 31, 2024, the estimated effective tax rate for 2024 was zero.

 

There are open statutes of limitations for taxing authorities in federal and state jurisdictions to audit our tax returns from 2018 through the current period. Our policy is to account for income tax related interest and penalties in income tax expense in the statement of operations.

 

For the three months ended March 31, 2024 and 2023, the Company did not incur any interest and penalties associated with tax positions. As of March 31, 2024, the Company did not have any significant unrecognized uncertain tax positions.

 

Note 9. Liquidity

 

During the three months ended March 31, 2024, the Company used cash for operations of $769,000. The Company has a history of operating losses and negative cash flow, which were expected to improve with growth, offset by working capital required to achieve such growth. As described more fully in Note 5, the dispute and subsequent contract termination with the Manufacturer has resulted in limitations in our ability to procure certain products, which has and may continue to inhibit our ability to achieve positive cash flow until we are able to expand our manufacturing capacity. Additionally, management has considered that dispute resolution, including litigation, is costly and will require the outlay of cash.

 

However, as of March 31, 2024, the Company has $1,167,000 of cash. As such, even though management has identified certain indicators, these indicators do not raise substantial doubt regarding the Company’s ability to continue as a going concern. However, management cannot predict, with certainty, the outcome of its potential actions to generate liquidity, including the availability of additional financing, or whether such actions would generate the expected liquidity as planned.

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

The following discussion should be read in conjunction with the financial information included elsewhere in this Quarterly Report on Form 10-Q (this “Report”), including our unaudited condensed consolidated financial statements and the related notes and with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on March 22, 2024, and other reports that we file with the SEC from time to time.

 

References in this Quarterly Report on Form 10-Q to “us”, “we”, “our” and similar terms refer to Barfresh Food Group Inc.

 

Cautionary Note Regarding Forward-Looking Statements

 

This discussion includes forward-looking statements, as that term is defined in the federal securities laws, based upon current expectations that involve risks and uncertainties, such as plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. Words such as “anticipate”, “estimate”, “plan”, “continuing”, “ongoing”, “expect”, “believe”, “intend”, “may”, “will”, “should”, “could” and similar expressions are used to identify forward-looking statements.

 

We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based. Any one or more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward-looking statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.

 

Critical Accounting Policies

 

Our consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

 

Results of Operations

 

Results of Operation for the Three Months Ended March 31, 2024 as Compared to the Three Months Ended March 31, 2023

 

Revenue and cost of revenue

 

Revenue increased $738,000, or 35%, to $2,829,000 in 2024 as compared to $2,091,000 in 2023. Our revenue in 2024 benefited from continued acceptance of our carton packaging format and improvements in bulk sales, including our WHIRLZ 100% juice product that was reintroduced in the fourth quarter of 2023, as the impact of venue closures and labor shortages resulting from the pandemic had substantially resolved. Our revenues in 2023 were adversely impacted because of lost customers and supply constraints resulting from the product issues and related dispute with the Manufacturer. While the introduction of our carton packaging format has mitigated the loss of supply, the product offering has not been accepted by some customers or as a substitute for the bottle product in all use cases. We have been able to expand our capacity on a limited basis at our existing smoothie bottle manufacturer and are actively working to develop additional manufacturing capacity. We expect expanded capacity to become available in 2024, subject to the risks and uncertainties associated with contracting and pre-production activities.

 

Cost of revenue increased $423,000, or 34%, to $1,659,000 in 2024 as compared to $1,236,000 in 2023. Cost of revenue increased at a lower rate compared to revenue due to product mix and slight improvements in raw material and other input costs.

 

Our gross profit was $1,170,000 (41.4%) and $855,000 (40.9%) for 2024 and 2023, respectively. The improvement in gross margin is a result of favorable product mix, pricing actions, and a slight improvement in the cost of supply chain components.

 

 

Selling, marketing and distribution expense

 

Our operations were primarily directed towards increasing sales and expanding our distribution network.

 

		Three months ended March 31, 2024				Three months ended March 31, 2023				Change				Percent
Sales and marketing		$	330,000			$	356,000			$	(26,000	)			-7	%
Storage and outbound freight			364,000				311,000				53,000				17	%
Sales, marketing and distribution expense		$	694,000			$	667,000			$	27,000				4	%

 

Selling, marketing and distribution expense increased approximately $27,000 (4%) from approximately $667,000 in 2023 to $694,000 in 2024.

 

Sales and marketing expense decreased approximately $26,000 (-7%) from approximately $356,000 in 2023 to $330,000 in 2024. The decrease is a result of headcount reductions and lower advertising expense, partially offset by higher broker commissions due to expansion of the broker network and the increase in revenue.

 

Storage and outbound freight expense increased approximately $53,000 (17%) from approximately $311,000 in 2023 to $364,000 in 2024, primarily because of the 35% increase in revenue, freight efficiencies, and lower storage and inventory management cost in 2024 because of inventory disposals following the dispute with the Manufacturer.

 

General and administrative expense

 

		Three months ended March 31,				Three months ended March 31,
		2024				2023				Change				Percent
Personnel costs		$	262,000			$	489,000			$	(227,000	)			-46	%
Stock-based compensation			303,000				209,000				94,000				45	%
Legal, professional and consulting fees			157,000				115,000				42,000				37	%
Director fees paid in cash			-				25,000				(25,000	)			-100	%
Research and development			30,000				21,000				9,000				43	%
Other general and administrative expenses			106,000				135,000				(29,000	)			-21	%
		$	858,000			$	994,000			$	(136,000	)			-14	%

 

General and administrative expense decreased approximately $136,000 (-14%) from approximately $994,000 in 2023 to $858,000 in 2024.

 

Personnel cost represents the cost of employees including salaries, bonuses, employee benefits and employment taxes. Personnel cost decreased by approximately $227,000 (-46%) from approximately $489,000 to $262,000 and stock-based compensation increased by approximately $94,000 (45%) from $209,000 to $303,000. The decrease in personnel cost resulted from a reduction in headcount and the decision to issue stock-based compensation in lieu of cash bonuses. Additionally, approximately $54,000 in officer salaries and vacation pay were settled in our stock and classified as stock-based compensation in the three months ended March 31, 2024. Further, directors’ fees previously paid in cash were instead paid in our stock. The actions surrounding cash bonuses, conversion of other cash compensation and directors’ fees as well as the first quarter performance in 2024 against annual operating plan targets resulted in a $94,000 increase in stock-based compensation in 2024 compared to 2023.

 

Legal, professional, and consulting fees increased by $42,000 (37%) as a result of legal spend in pursuit of our claim against the Manufacturer.

 

Other general and administrative expenses decreased by approximately $29,000 (-21%) due to a reduction in operating costs associated with the product withdrawal.

 

 

Net loss

 

We had net losses of approximately $449,000 and $889,000 for the three-month periods ended March 31, 2024 and 2023, respectively. The decrease in net loss of approximately $440,000, was the result of improved revenue and margins, and a reduction of approximately $125,000 in operating expenses due to cost-saving measures.

 

Liquidity and Capital Resources

 

On June 1, 2021, we completed a private placement of 1,282,051 shares of its common stock at $4.68 per share, resulting in gross proceeds of $6,000,000. In addition, holders of debt converted a total of $399,000 in principal and $234,000 in interest into 133,991 shares of common stock and debt in the amount of $840,000 was retired, leaving the Company with no debt.

 

From July 2023 to March 2024, we executed subscription agreements for substantially all of a $2,000,000 privately placed convertible debt offering. The debt was available to be drawn in 25% increments, maturing on the anniversary of the draw, bearing interest at 10% per annum for the term, regardless of earlier payment or conversion, and was mandatorily convertible as to principal and interest into shares of our common stock at any time prior to maturity at the greater of $1.20 or 85% of the volume-weighted average price of the common stock for the ten trading days immediately preceding the written notice of the conversion (the “Conversion Price”). If we had not exercised the mandatory conversion, the holder of the debt had the option after six months and on up to four occasions to convert all or any portion of the principal and interest into shares of the our common stock at the Conversion Price. On October 23, 2023, we issued $1,390,000 of convertible notes pursuant to the subscription agreements, and immediately converted $1,207,000 of principal and interest into approximately 820,000 shares of common stock. Additionally, on December 19, 2023, we drew down $470,000 in convertible debt and converted a total of $653,000 of principal and $4,000 of accrued interest into 495,331 shares of common stock. Finally, on March 27 and 29, 2024 we drew down $136,000 in convertible debt and converted the total drawn into 124,208 shares, settling all debt.

 

During the three months ended March 31, 2024, we used $769,000 in operations. Our net loss adjusted for non-cash operating expenses was essentially breakeven, while changes in non-cash current assets and liabilities consumed $760,000 primarily as a result of increased accounts receivable due to the $907,000 increase in revenue compared to the fourth quarter of 2023 and to a lesser extent due to timing of inventory purchases and resulting payments to vendors.

 

As of March 31, 2024, we had working capital of $1,981,000 compared with $1,846,000 at December 31, 2023. The increase in working capital is primarily due to capital raised in the three months ended March 31, 2024 through the sale convertible notes and the conversion of those notes and other current liabilities to equity.

 

Our liquidity needs will depend on how quickly we are able to profitably ramp up sales, as well as our ability to control and reduce variable operating expenses, and to continue to control and reduce fixed overhead expense. Our current dispute with the Manufacturer and the resulting loss of product supply and legal expense continue to negatively impact our financial position, results of operations and cash flow. While the introduction of our carton packaging format has mitigated the loss of supply, the product offering has not been accepted by some customers or as a substitute for the bottle product in all use cases. We have identified and are actively working to develop additional smoothie bottle manufacturing capacity. We expect expanded capacity to become available in 2024, subject to the risks and uncertainties associated with contracting and pre-production activities. Additionally, we have taken other measures to reduce our liquidity requirements, including compensating our directors and employees with equity to reduce cash compensation requirements.

 

Our operations to date have been financed by the sale of securities, the issuance of convertible debt and the issuance of short-term debt, including related party advances. If we are unable to generate sufficient cash flow from operations with the capital raised we will be required to raise additional funds either in the form of equity or in the form of debt. There are no assurances that we will be able to generate the necessary capital to carry out our current plan of operations.

 

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expense, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Not required because we are a smaller reporting company.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Securities and Exchange Act of 1934 Rule 13(a)-15(e). Disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed in the reports that we file or submit under the Exchange Act has been appropriately recorded, processed, summarized, and reported on a timely basis and are effective in ensuring that such information is accumulated and communicated to the Company’s management, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures as of March 31, 2024, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

 

Changes in Internal Control over Financial Reporting

 

Through 2023, we had previously disclosed a material weakness in our internal control over financial reporting related to the control environment, which was impacted by inadequate segregation of duties, including information technology control activities.

 

We took actions to remediate the material weakness relating to our internal control over financial reporting, as described below. The controls and processes we implemented to remediate the identified material weakness included:

 

	●	Implemented procedures to mitigate the lack of segregation of duties
	●	Retained additional information technology resources which bolstered control over data access and changes to operating systems

 

As a result of the mediation activities and controls in place as of March 31, 2024 described above, we have remediated this previously disclosed material weakness. However, completion of remediation does not provide assurance that our remediated controls will continue to operate properly or that our financial statements will be free from error.

 

Other than the remediation steps taken above, there were no additional changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II- OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

As described in Note 5, the Company has an on-going dispute with the Manufacturer, the outcome of which cannot be predicted at this time.

 

From time to time, various lawsuits and legal proceedings may 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 the defendant in one legal proceeding for an amount less than $100,000. Our legal counsel and management believe a material unfavorable outcome to be remote.

 

Item 1A. Risk Factors.

 

Not required because we are a smaller reporting company.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

During the quarter ended March 31, 2024, the Company issued 51,723 shares of common stock for services valued at $75,000. On March 27 and 29, 2024, the Company drew down $71,000 and $65,000, respectively, in convertible debt and immediately converted a total of $136,000 of principal into 124,208 shares of common stock.

 

The Company relied upon the exemption from registration contained in Rule 506(b) and Section 4(a)(2) of the Securities Act, and corresponding provisions of state securities laws, on the basis that (i) offers were made to a limited number of persons, including prospective investors and existing debt holders, (ii) each offer was made through direct communication with the offerees by the Company, (iii) each of the offerees, which included three directors of the Company, had the requisite sophistication and financial ability to bear risks of investing in the Company’s common stock, (iv) the Company provided disclosure to the offerees, and (v) there was no general solicitation and no commission or remuneration was paid in connection with the offers.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

Exhibit No.		Description
31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) (filed herewith)
31.2		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) (filed herewith)
32.1		Certification pursuant to 18 U.S.C. Section 1350 (furnished herewith)
101.INS		Inline XBRL Instance Document*
101.SCH		Inline XBRL Taxonomy Extension Schema Document*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
		*XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
		In accordance with SEC Release 33-8238, Exhibit 32.1 is furnished and not filed.

 

 

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.

 

	BARFRESH FOOD GROUP INC.
Date: May 15, 2024	By:	/s/ Riccardo Delle Coste
		Riccardo Delle Coste
		Chief Executive Officer
		(Principal Executive Officer)
Date: May 15, 2024	By:	/s/ Lisa Roger
		Chief Financial Officer
		(Principal Financial Officer)

 

 

 

Exhibit 31.1

 

RULE 13a-14(a) CERTIFICATION

 

I, Riccardo Delle Coste, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Barfresh Food Group Inc., a Delaware corporation;

 

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 consolidated 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.

 

May 15, 2024

 

By:	/s/ Riccardo Delle Coste
Name:	Riccardo Delle Coste
Title:	Principal Executive Officer

 

 

 

Exhibit 31.2

 

RULE 13a-14(a) CERTIFICATION

 

I, Lisa Roger, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Barfresh Food Group Inc., a Delaware corporation;

 

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 consolidated 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.

 

May 15, 2024

 

By:	/s/ Lisa Roger
Name:	Lisa Roger
Title:	Principal Financial Officer

 

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

 

The undersigned hereby certify, pursuant to the requirements set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in their capacities as officers of Barfresh Food Group Inc. (the “Company”), that, to their knowledge, the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2024 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in such report fairly represents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the financial statements included in such report.

 

Date: May 15, 2024

 

By:	/s/ Riccardo Delle Coste
Name: Title:	Riccardo Delle Coste Chief Executive Officer
	(Principal Executive Officer)
By:	/s/ Lisa Roger
Name:	Lisa Roger
Title:	Chief Financial Officer
	(Principal Financial Officer)

 

 

v3.24.1.1.u2

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 13, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41228
Entity Registrant Name	BARFRESH FOOD GROUP INC.
Entity Central Index Key	0001487197
Entity Tax Identification Number	27-1994406
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3600 Wilshire Blvd.
Entity Address, Address Line Two	Suite 1720
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90010
City Area Code	310
Local Phone Number	598-7113
Title of 12(b) Security	Common stock, $0.000001 par value
Trading Symbol	BRFH
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		14,719,875
Entity Information, Former Legal or Registered Name	Not Applicable

v3.24.1.1.u2

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash	$ 1,167,000	$ 1,891,000
Trade accounts receivable, net	1,366,000	821,000
Other receivables	20,000	160,000
Inventory, net	1,284,000	1,214,000
Prepaid expenses and other current assets	230,000	67,000
Total current assets	4,067,000	4,153,000
Property, plant and equipment, net of depreciation	350,000	409,000
Intangible assets, net of amortization	226,000	241,000
Other non-current assets	105,000	7,000
Total assets	4,748,000	4,810,000
Current liabilities:
Accounts payable	1,328,000	1,670,000
Disputed co-manufacturer accounts payable (Note 5)	499,000	499,000
Accrued expenses	225,000	85,000
Accrued payroll and employee related	34,000	53,000
Total current liabilities	2,086,000	2,307,000
Other non-current liabilities	126,000
Total liabilities	2,212,000	2,307,000
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.000001 par value, 400,000 shares authorized, none issued or outstanding
Common stock, $0.000001 par value; 23,000,000 shares authorized; 14,719,875 and 14,420,105 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively
Additional paid in capital	63,781,000	63,299,000
Accumulated deficit	(61,245,000)	(60,796,000)
Total stockholders’ equity	2,536,000	2,503,000
Total liabilities and stockholders’ equity	$ 4,748,000	$ 4,810,000

v3.24.1.1.u2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.000001	$ 0.000001
Preferred stock, shares authorized	400,000	400,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.000001	$ 0.000001
Common stock, shares authorized	23,000,000	23,000,000
Common stock, shares issued	14,719,875	14,420,105
Common stock, shares outstanding	14,719,875	14,420,105

v3.24.1.1.u2

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenue	$ 2,829,000	$ 2,091,000
Cost of revenue	1,659,000	1,236,000
Gross profit	1,170,000	855,000
Operating expenses:
Selling, marketing and distribution	694,000	667,000
General and administrative	858,000	994,000
Depreciation and amortization	67,000	83,000
Total operating expenses	1,619,000	1,744,000
Net loss	$ (449,000)	$ (889,000)
Per share information - basic and fully diluted:
Weighted average shares outstanding - basic	14,500,863	12,977,000
Weighted average shares outstanding - diluted	14,500,863	12,977,000
Net loss per share - basic	$ (0.03)	$ (0.07)
Net loss per share - diluted	$ (0.03)	$ (0.07)

v3.24.1.1.u2

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Statement of Cash Flows [Abstract]
Net loss	$ (449,000)	$ (889,000)
Adjustments to reconcile net loss to net cash used in operating activities
Stock-based compensation	366,000	268,000
Depreciation and amortization	74,000	86,000
Stock and options issued for services		8,000
Changes in assets and liabilities
Accounts receivable	(545,000)	(445,000)
Other receivables	140,000	90,000
Inventories	(70,000)	(7,000)
Prepaid expenses and other assets	(107,000)	(92,000)
Accounts payable	(271,000)	(228,000)
Accrued expenses	93,000	(15,000)
Net cash used in operating activities	(769,000)	(1,224,000)
Financing activities
Issuance of debt (Note 6)	65,000
Repurchases from stock compensation program	(20,000)	(18,000)
Net cash provided by (used in) financing activities	45,000	(18,000)
Net decrease in cash and restricted cash	(724,000)	(1,242,000)
Cash, beginning of period	1,891,000	3,019,000
Cash, end of period	1,167,000	1,777,000
Cash paid during the period for:
Amounts included in the measurement of lease liabilities		20,000
Non-cash financing and investing activities:
Convertible notes issued in exchange for trade payables	71,000
Conversion of debt and interest to equity	136,000
Acquisition of long-term software license in exchange for contract payable	154,000
Value of shares relinquished in modification of stock-based compensations awards		$ 24,000

v3.24.1.1.u2

Description of the Business, Basis of Presentation, and Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Description of the Business, Basis of Presentation, and Summary of Significant Accounting Policies	Note 1. Description of the Business, Basis of Presentation, and Summary of Significant Accounting Policies   Barfresh Food Group Inc., (“we,” “us,” “our,” and the “Company”) was incorporated on February 25, 2010 in the State of Delaware. The Company is engaged in the manufacturing and distribution of ready-to-drink and ready-to-blend beverages, particularly, smoothies, shakes and frappes.   Basis of Presentation   The accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the fiscal year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K, as filed with the SEC on March 22, 2024. In management’s opinion, the unaudited interim condensed consolidated financial statements reflect all adjustments, which are of a normal and recurring nature, that are necessary for a fair presentation of financial results for the interim periods presented. Operating results for any quarter are not necessarily indicative of the results for the full fiscal year.   Principles of Consolidation   The consolidated financial statements include the financial statements of the Company and our wholly owned subsidiaries, Barfresh Inc. and Barfresh Corporation Inc. (formerly known as Smoothie, Inc.). All inter-company balances and transactions among the companies have been eliminated upon consolidation.   Use of Estimates   The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the years reported. Actual results may differ from these estimates.   Vendor Concentrations   The Company is exposed to supply risk as a result of concentration in its vendor base resulting from the use of a limited number of contract manufacturers. Purchases from the Company’s significant contract manufacturers as a percentage of all finished goods purchased were as follows:  Schedule of Contract Manufacturers Percentage of Finished Goods      2024     2023   Manufacturer A     63 %     48 % Manufacturer B     36 %     46 % Manufacturer C     1 %     6 % Concentration risk percentage     1 %     6 %   Summary of Significant Accounting Policies   There have been no changes to our significant accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on March 22, 2024 that have had a material impact on our condensed consolidated financial statements and related notes.     Financial Instruments   The Company’s financial instruments consist of cash, accounts receivable and accounts payable. The carrying value of the Company’s financial instruments approximates their fair value.   Accounts Receivable and Allowances   Accounts receivable are recorded and carried at the original invoiced amount less allowances for credits and for any potential uncollectible amounts due to credit losses. We make estimates of the expected credit and collectability trends for the allowance for credit losses based on our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect our ability to collect from our customers. Expected credit losses are recorded as general and administrative expenses on our condensed consolidated statements of operations. As of March 31, 2024 and December 31, 2023, there was no allowance for credit losses. There was no credit loss expense for the three months ended March 31, 2024 and 2023.   Other Receivables   Other receivables consist of the Company’s 2021 Employer Retention Credit “ERC” claim, which the Company collected in March 2024, amounts due from vendors for materials acquired on their behalf for use in manufacturing the Company’s products, vendor rebates and freight claims.   ERC claims can be made in a variety of circumstances with varying degrees of subjectivity and clear authoritative guidance. Paid claims are subject to IRS inspection which may occur prior to expiration of the statute of limitations. The Company’s ERC claim was based on objectively calculated declines in revenue using methods that are clearly defined in the Coronavirus Aid, Relief, and Economic Security Act and various regulations and interpretations thereof.     Revenue Recognition   In accordance with ASC 606, Revenue from Contracts with Customers, revenue is recognized when a customer obtains ownership of promised goods. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods. The Company applies the following five steps:     1) Identify the contract with a customer           A contract with a customer exists when (I) the Company enters into an enforceable contract with a customer that defines each party’s rights, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for goods or services that are transferred is probable. For the Company, the contract is the approved sales order, which may also be supplemented by other agreements that formalize various terms and conditions with customers.         2) Identify the performance obligation in the contract           Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer. For the Company, this consists of the delivery of frozen beverages, which provide immediate benefit to the customer.         3) Determine the transaction price           The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods and is generally stated on the approved sales order. Variable consideration, which typically includes rebates or discounts, are estimated utilizing the most likely amount method. Provisions for refunds are generally provided for in the period the related sales are recorded, based on management’s assessment of historical and projected trends.         4) Allocate the transaction price to performance obligations in the contract   Since the Company’s contracts contain a single performance obligation, delivery of frozen beverages, the transaction price is allocated to that single performance obligation.         5) Recognize revenue when or as the Company satisfies a performance obligation           The Company recognizes revenue from the sale of frozen beverages when title and risk of loss passes and the customer accepts the goods, which generally occurs at the time of delivery to a customer warehouse. Customer sales incentives such as volume-based rebates or discounts are treated as a reduction of sales at the time the sale is recognized. Shipping and handling costs are treated as fulfilment costs and presented in distribution, selling and administrative costs.   Payments that are received before performance obligations are recorded are shown as current liabilities.           The Company evaluated the requirement to disaggregate revenue and concluded that substantially all of its revenue comes from a single product, frozen beverages.   Storage and Shipping Costs   Storage and outbound freight costs are included in selling, marketing and distribution expense. For the three months ending March 31, 2024 and 2023, storage and outbound freight totaled approximately $364,000 and $311,000, respectively.   Research and Development   Expenditures for research activities relating to product development and improvement are charged to expense as incurred. The Company incurred approximately $30,000 and $21,000, in research and development expense for the three months ending March 31, 2024 and 2023, respectively.   Loss Per Share   For the three months ended March 31, 2024 and 2023 common stock equivalents have not been included in the calculation of net loss per share as their effect is anti-dilutive as a result of losses incurred.     Reclassifications   Certain reclassifications have been made to the 2023 financial statements to conform to the 2024 presentation, namely stock-based compensation paid to the Company’s directors has been reclassified from stock and options issued for services and shares repurchased for employee tax withholding under the Company’s stock compensation program have been reclassified to financing activities in the consolidated statement of cash flows, with corresponding changes reflected in the statement of stockholders’ equity for the three months ended March 31, 2023.   Recent Pronouncements   From time to time, new accounting pronouncements are issued that we adopt as of the specified effective date. We have not determined if the impact of recently issued standards that are not yet effective will have an impact on our results of operations and financial position.

v3.24.1.1.u2

Restatement of Prior Financial Information	3 Months Ended
	Mar. 31, 2024
Accounting Changes and Error Corrections [Abstract]
Restatement of Prior Financial Information	Note 2. Restatement of Prior Financial Information   This Company’s previously filed unaudited statement of operations and cash flow statement have been restated to correct errors in calculating depreciation. From a quantitative and qualitative perspective, the Company determined that correcting the previously filed financial statements would not require amendment to its previously filed reports on Form 10-Q and 10-K. The effect of the correction of previously issued financial statements is summarized below:  Schedule of Prior Financial Information                               Three-months ended March 31, 2023       As Previously                   Reported     Adjustment     Restated   Consolidated Statement of Operations                   Depreciation and amortization   $ 104,000     $ (21,000 )   $ 83,000   Total operating expenses   $ 1,765,000     $ (21,000 )   $ 1,744,000   Net loss   $ (910,000 )   $ 21,000     $ (889,000 )                           Consolidated Statement of Cash Flows                         Net loss   $ (910,000 )   $ 21,000     $ (889,000 ) Depreciation and amortization   $ 107,000     $ (21,000 )   $ 86,000   Net cash used in operating activities   $ (1,224,000 )   $ -     $ (1,224,000 )

v3.24.1.1.u2

Inventory	3 Months Ended
	Mar. 31, 2024
Inventory Disclosure [Abstract]
Inventory	Note 3. Inventory   Inventory consists of the following:  Schedule of Inventory     March 31,     December 31,       2024     2023   Raw materials   $ 28,000     $ 28,000   Finished goods     1,256,000       1,186,000   Inventory, net   $ 1,284,000     $ 1,214,000

v3.24.1.1.u2

Property Plant and Equipment	3 Months Ended
	Mar. 31, 2024
Property, Plant and Equipment [Abstract]
Property Plant and Equipment	Note 4. Property Plant and Equipment   Property and equipment, net consist of the following:  Schedule of Property and Equipment, Net     March 31,     December 31,       2024     2023   Manufacturing equipment   $ 1,546,000     $ 1,546,000   Customer equipment     1,404,000       1,410,000   Property and equipment, gross     2,950,000       2,956,000   Less: accumulated depreciation     (2,600,000 )     (2,547,000 ) Property and equipment, net of depreciation   $ 350,000     $ 409,000     Depreciation expense related to these assets was approximately $59,000 and $71,000 each of the three months ended March 31, 2024 and 2023. Depreciation expense in cost of revenue was $7,000 and $4,000 for the three months ended March 31, 2024 and 2023, respectively.

v3.24.1.1.u2

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5. Commitments and Contingencies   Lease Commitments   The Company leases office space under a non-cancellable operating lease which expired on March 31, 2023, and was extended in a series of amendments through September 30, 2024. The Company’s periodic lease cost was approximately $20,000 for each of the three months ended March 31, 2024 and 2023.   Legal Proceedings   Schreiber Dispute   The Company’s products are produced to its specifications through several contract manufacturers. One of the Company’s contract manufacturers (the “Manufacturer”) provided approximately 52% and 42% of the Company’s products in the years ended December 31, 2022 and 2021, respectively, under a Supply Agreement with an initial term through September 2025.   Over the course of 2022, the Company experienced numerous quality issues with the case packaging utilized by the Manufacturer. In addition, in July of 2022, the Company began receiving customer complaints about the texture of the Company’s smoothie products produced by the Manufacturer. In response, the Company withdrew product from the market and destroyed on-hand inventory, withholding $499,000 in payments due to the Manufacturer.   The Company attempted to resolve the issues based on the contractual procedures described in the Supply Agreement. However, on November 4, 2022, in response to a formal proposal of alternate resolutions, the Company received notification from the Manufacturer that it was denying any responsibility for the defective manufacture of the product. In response, on November 10, 2022, the Company filed a complaint in the United States District Court for the Central District of California, Western Division (the “Complaint”), claiming that the Manufacturer had not met its obligations under the Supply Agreement, and seeking economic damages. In response, the Manufacturer terminated the Supply Agreement. On January 20, 2023, the Company filed a voluntary dismissal of the Complaint which allowed the parties to reach a potential resolution outside of the court system. However, as the parties were once again unable to come to an agreement, the Company re-filed the Complaint in California State Court in August 2023 and continues to progress through the court system.   Due to the uncertainties surrounding the claim, the Company is not able to predict either the outcome or a range of reasonably possible recoveries that could result from its actions against the Manufacturer, and no gain contingencies have been recorded. The disruption in its supply resulting from the dispute has and will continue to adversely impact the Company’s results of operations and cash flow until a suitable resolution is reached or new sources of reliable supply at sufficient volume can be identified and developed, the timing of which is uncertain. The Company has mitigated the impact of the supply disruption with the introduction of its single-serve smoothie cartons; however the product format has not been accepted by some customers or as a substitute for the bottle product in all use cases.     Other legal matters   From time to time, various lawsuits and legal proceedings may 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 the defendant in one legal proceeding for an amount less than $100,000. Our legal counsel and management believe the probability of a material unfavorable outcome is remote.

v3.24.1.1.u2

Convertible Notes	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Convertible Notes	Note 6. Convertible Notes   From July 2023 to March 2024, the Company executed subscription agreements for substantially all of a $2,000,000 privately placed convertible debt offering. The debt was available to be drawn in 25% increments, maturing on the anniversary of the draw, bearing interest at 10% per annum for the term, regardless of earlier payment or conversion, and was mandatorily convertible as to principal and interest into shares of the Company’s common stock at any time prior to maturity at the greater of $1.20 or 85% of the volume-weighted average price of the common stock for the ten trading days immediately preceding the written notice of the conversion (the “Conversion Price”). If the Company had not exercised the mandatory conversion, the holder of the debt had the option after six months and on up to four occasions to convert all or any portion of the principal and interest into shares of the Company’s common stock at the Conversion Price.   On October 23, 2023, the Company drew down $1,390,000 in convertible debt and converted a total of $1,207,000 of principal into 820,160 shares of common stock. Additionally, on December 19, 2023, the Company drew down $470,000 in convertible debt and converted a total of $653,000 of principal and $4,000 of accrued interest into 495,331 shares of common stock. Finally, on March 27 and 29, 2024 the Company drew down $136,000 in convertible debt and converted the total drawn into 124,208 shares, settling all debt. Debt drawdowns included the non-cash settlement of $30,000 and $71,000 in accounts payable in the year ended December 31, 2023 and the three months ended March 31, 2024, respectively.

v3.24.1.1.u2

Stockholders’ Equity	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
Stockholders’ Equity	Note 7. Stockholders’ Equity   The following are changes in stockholders’ equity for the three months ended March 31, 2023 and 2024:  Schedule of Changes in Stockholders' Equity                                                           Additional                   Common Stock     paid in     Accumulated             Shares     Amount     Capital     (Deficit)     Total                                   Balance December 31, 2022     12,934,741     $ -     $ 60,905,000     $ (57,972,000 )   $ 2,933,000   Issuance of common stock for equity compensation, net of shares repurchased for income tax withholding     65,779                 -       (18,000 )     -       (18,000 ) Equity-based compensation expense     -       -       268,000       -       268,000   Cash settlement of equity-based compensation     -       -       (24,000 )     -       (24,000 ) Conversion of debt and interest (Note 6)     124,208                                   Issuance of stock for services     2,083       -       8,000       -       8,000   Net loss     -       -       -       (889,000 )     (889,000 ) Balance March 31, 2023     13,002,603     $ -     $ 61,139,000     $ (58,861,000 )   $ 2,278,000                     Additional                   Common Stock     paid in     Accumulated             Shares     Amount     Capital     (Deficit)     Total   Balance December 31, 2023     14,420,105     $ -     $ 63,299,000     $ (60,796,000 )   $ 2,503,000   Balance     14,420,105     $ -     $ 63,299,000     $ (60,796,000 )   $ 2,503,000   Issuance of common stock for equity compensation, net of shares repurchased for income tax withholding     175,562                 -       (20,000 )     -       (20,000 ) Equity-based compensation expense     -       -       366,000       -       366,000   Conversion of debt and interest (Note 6)     124,208       -       136,000       -       136,000   Net loss     -       -       -       (449,000 )     (449,000 ) Balance March 31, 2024     14,719,875     $ -     $ 63,781,000     $ (61,245,000 )   $ 2,536,000   Balance     14,719,875     $ -     $ 63,781,000     $ (61,245,000 )   $ 2,536,000       Warrants   During the three months ended March 31, 2024, 122,739 warrants at a weighted average exercise price of $9.10 per share expired.   Equity Incentive Plan   Through 2022, the Company issued equity awards under the 2015 Equity Incentive Plan (the “2015 Plan”) and outside the Plan. In June 2023, the Company’s stockholders adopted the 2023 Equity Incentive Plan (the “2023 Plan”), reserving 650,000 shares for future issuance. The Board of Directors discontinued further grants under the 2015 Plan. In March 2024, the Board of Directors amended the 2023 Plan to reserve an additional 650,000 shares for future issuance, bringing the total for the plan to 1,300,000, and to provide an evergreen provision that reserves additional shares depending on future non-plan issuances of common stock.   As of March 31, 2024, the Company has $77,000 of total unrecognized share-based compensation expense relative to unvested options, stock awards and stock units, which is expected to be recognized over the remaining weighted average period of 1.1 years.   Stock Options   The following is a summary of stock option activity for the three months ended March 31, 2024:  Schedule of Stock Options Activity     Number of Options     Weighted average exercise price per share     Remaining term in years   Outstanding on December 31, 2023     587,091     $ 6.50       3.6   Issued     43,695     $ 1.50       8.0   Outstanding on March 31, 2024     630,786     $ 6.15       3.8                             Exercisable, March 31, 2024     582,316     $ 6.31       3.6     The fair value of the options issued was calculated using the Black-Scholes option pricing model, based on the following:  Schedule of Fair Value of Options Using Black-Sholes Option Pricing Model     2024   Expected term (in years)     8.0   Expected volatility     84.4 % Risk-free interest rate     3.9 % Expected dividends   $ -   Weighted average grant date fair value per share   $ 1.15       Restricted Stock   The following is a summary of restricted stock award and restricted stock unit activity for the three months ended March 31, 2024:  Schedule of Restricted Stock Award and Restricted Stock Unit Activity     Number of shares     Weighted average grant date fair value   Unvested at January 1, 2024     32,606     $ 4.82   Granted     5,000     $ 1.20   Vested     (10,233 )   $ 5.26   Unvested at March 31, 2024     27,373     $ 3.99     Performance Share Units   During 2023 and 2024, the Company issued performance share units (“PSUs”) that represented shares potentially issuable based upon Company and individual performance in the years of issuance.   The following table summarizes the activity for the Company’s unvested PSUs for the three months ended March 31, 2024:  Schedule of Performance Stock Unit Activity     Number of shares     Weighted average grant date fair value   Unvested at January 1, 2024     63,888     $ 1.70   Granted     445,000     $ 1.20   Vested     (48,932 )   $ 1.15   Forfeited     (2,548 )   $ 1.15   Unvested and expected to vest at March 31, 2024     457,408     $ 1.20     In February 2023, the unvested awards issued and outstanding for individual performance under the 2022 PSU program were modified to cash-settle the original grant-date fair value of approximately $80,000, resulting in incremental compensation of $56,000 after considering the $24,000 fair value of the vested shares at the date of the modification. Additionally, the Company performance targets were modified to allow approximately 71,000 PSUs to vest, with an additional time-based vesting requirement for approximately 26,000 of the PSUs. Because the awards did not vest based on the original terms, the modification was considered a new grant, resulting in $64,000 in compensation expense in the three-months ended March 31, 2023.   The Company adopted a 2024 PSU program in March 2024, granting approximately 445,000 PSUs at target performance against company-wide metrics. The results for the three months ended March 31, 2024 include $125,000 in expense for the 2024 PSU program. Estimates of expense associated with 2024 performance will be reassessed each quarter through the performance period.

v3.24.1.1.u2

Income Taxes	3 Months Ended
	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Note 8. Income Taxes   ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of evidence, it is more than likely than not that some portion or all the deferred tax assets will not be recognized. Accordingly, at this time the Company has placed a valuation allowance on all tax assets. As of March 31, 2024, the estimated effective tax rate for 2024 was zero.   There are open statutes of limitations for taxing authorities in federal and state jurisdictions to audit our tax returns from 2018 through the current period. Our policy is to account for income tax related interest and penalties in income tax expense in the statement of operations.   For the three months ended March 31, 2024 and 2023, the Company did not incur any interest and penalties associated with tax positions. As of March 31, 2024, the Company did not have any significant unrecognized uncertain tax positions.

v3.24.1.1.u2

Liquidity	3 Months Ended
	Mar. 31, 2024
Liquidity
Liquidity	Note 9. Liquidity   During the three months ended March 31, 2024, the Company used cash for operations of $769,000. The Company has a history of operating losses and negative cash flow, which were expected to improve with growth, offset by working capital required to achieve such growth. As described more fully in Note 5, the dispute and subsequent contract termination with the Manufacturer has resulted in limitations in our ability to procure certain products, which has and may continue to inhibit our ability to achieve positive cash flow until we are able to expand our manufacturing capacity. Additionally, management has considered that dispute resolution, including litigation, is costly and will require the outlay of cash.   However, as of March 31, 2024, the Company has $1,167,000 of cash. As such, even though management has identified certain indicators, these indicators do not raise substantial doubt regarding the Company’s ability to continue as a going concern. However, management cannot predict, with certainty, the outcome of its potential actions to generate liquidity, including the availability of additional financing, or whether such actions would generate the expected liquidity as planned.

v3.24.1.1.u2

Description of the Business, Basis of Presentation, and Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation   The accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the fiscal year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K, as filed with the SEC on March 22, 2024. In management’s opinion, the unaudited interim condensed consolidated financial statements reflect all adjustments, which are of a normal and recurring nature, that are necessary for a fair presentation of financial results for the interim periods presented. Operating results for any quarter are not necessarily indicative of the results for the full fiscal year.
Principles of Consolidation	Principles of Consolidation   The consolidated financial statements include the financial statements of the Company and our wholly owned subsidiaries, Barfresh Inc. and Barfresh Corporation Inc. (formerly known as Smoothie, Inc.). All inter-company balances and transactions among the companies have been eliminated upon consolidation.
Use of Estimates	Use of Estimates   The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the years reported. Actual results may differ from these estimates.
Vendor Concentrations	Vendor Concentrations   The Company is exposed to supply risk as a result of concentration in its vendor base resulting from the use of a limited number of contract manufacturers. Purchases from the Company’s significant contract manufacturers as a percentage of all finished goods purchased were as follows:  Schedule of Contract Manufacturers Percentage of Finished Goods      2024     2023   Manufacturer A     63 %     48 % Manufacturer B     36 %     46 % Manufacturer C     1 %     6 % Concentration risk percentage     1 %     6 %
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies   There have been no changes to our significant accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on March 22, 2024 that have had a material impact on our condensed consolidated financial statements and related notes.
Financial Instruments	Financial Instruments   The Company’s financial instruments consist of cash, accounts receivable and accounts payable. The carrying value of the Company’s financial instruments approximates their fair value.
Accounts Receivable and Allowances	Accounts Receivable and Allowances   Accounts receivable are recorded and carried at the original invoiced amount less allowances for credits and for any potential uncollectible amounts due to credit losses. We make estimates of the expected credit and collectability trends for the allowance for credit losses based on our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect our ability to collect from our customers. Expected credit losses are recorded as general and administrative expenses on our condensed consolidated statements of operations. As of March 31, 2024 and December 31, 2023, there was no allowance for credit losses. There was no credit loss expense for the three months ended March 31, 2024 and 2023.
Other Receivables	Other Receivables   Other receivables consist of the Company’s 2021 Employer Retention Credit “ERC” claim, which the Company collected in March 2024, amounts due from vendors for materials acquired on their behalf for use in manufacturing the Company’s products, vendor rebates and freight claims.   ERC claims can be made in a variety of circumstances with varying degrees of subjectivity and clear authoritative guidance. Paid claims are subject to IRS inspection which may occur prior to expiration of the statute of limitations. The Company’s ERC claim was based on objectively calculated declines in revenue using methods that are clearly defined in the Coronavirus Aid, Relief, and Economic Security Act and various regulations and interpretations thereof.
Revenue Recognition	Revenue Recognition   In accordance with ASC 606, Revenue from Contracts with Customers, revenue is recognized when a customer obtains ownership of promised goods. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods. The Company applies the following five steps:     1) Identify the contract with a customer           A contract with a customer exists when (I) the Company enters into an enforceable contract with a customer that defines each party’s rights, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for goods or services that are transferred is probable. For the Company, the contract is the approved sales order, which may also be supplemented by other agreements that formalize various terms and conditions with customers.         2) Identify the performance obligation in the contract           Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer. For the Company, this consists of the delivery of frozen beverages, which provide immediate benefit to the customer.         3) Determine the transaction price           The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods and is generally stated on the approved sales order. Variable consideration, which typically includes rebates or discounts, are estimated utilizing the most likely amount method. Provisions for refunds are generally provided for in the period the related sales are recorded, based on management’s assessment of historical and projected trends.         4) Allocate the transaction price to performance obligations in the contract   Since the Company’s contracts contain a single performance obligation, delivery of frozen beverages, the transaction price is allocated to that single performance obligation.         5) Recognize revenue when or as the Company satisfies a performance obligation           The Company recognizes revenue from the sale of frozen beverages when title and risk of loss passes and the customer accepts the goods, which generally occurs at the time of delivery to a customer warehouse. Customer sales incentives such as volume-based rebates or discounts are treated as a reduction of sales at the time the sale is recognized. Shipping and handling costs are treated as fulfilment costs and presented in distribution, selling and administrative costs.   Payments that are received before performance obligations are recorded are shown as current liabilities.           The Company evaluated the requirement to disaggregate revenue and concluded that substantially all of its revenue comes from a single product, frozen beverages.
Storage and Shipping Costs	Storage and Shipping Costs   Storage and outbound freight costs are included in selling, marketing and distribution expense. For the three months ending March 31, 2024 and 2023, storage and outbound freight totaled approximately $364,000 and $311,000, respectively.
Research and Development	Research and Development   Expenditures for research activities relating to product development and improvement are charged to expense as incurred. The Company incurred approximately $30,000 and $21,000, in research and development expense for the three months ending March 31, 2024 and 2023, respectively.
Loss Per Share	Loss Per Share   For the three months ended March 31, 2024 and 2023 common stock equivalents have not been included in the calculation of net loss per share as their effect is anti-dilutive as a result of losses incurred.
Reclassifications	Reclassifications   Certain reclassifications have been made to the 2023 financial statements to conform to the 2024 presentation, namely stock-based compensation paid to the Company’s directors has been reclassified from stock and options issued for services and shares repurchased for employee tax withholding under the Company’s stock compensation program have been reclassified to financing activities in the consolidated statement of cash flows, with corresponding changes reflected in the statement of stockholders’ equity for the three months ended March 31, 2023.
Recent Pronouncements	Recent Pronouncements   From time to time, new accounting pronouncements are issued that we adopt as of the specified effective date. We have not determined if the impact of recently issued standards that are not yet effective will have an impact on our results of operations and financial position.

v3.24.1.1.u2

Description of the Business, Basis of Presentation, and Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Schedule of Contract Manufacturers Percentage of Finished Goods	Schedule of Contract Manufacturers Percentage of Finished Goods      2024     2023   Manufacturer A     63 %     48 % Manufacturer B     36 %     46 % Manufacturer C     1 %     6 % Concentration risk percentage     1 %     6 %

v3.24.1.1.u2

Restatement of Prior Financial Information (Tables)	3 Months Ended
	Mar. 31, 2024
Accounting Changes and Error Corrections [Abstract]
Schedule of Prior Financial Information	Schedule of Prior Financial Information                               Three-months ended March 31, 2023       As Previously                   Reported     Adjustment     Restated   Consolidated Statement of Operations                   Depreciation and amortization   $ 104,000     $ (21,000 )   $ 83,000   Total operating expenses   $ 1,765,000     $ (21,000 )   $ 1,744,000   Net loss   $ (910,000 )   $ 21,000     $ (889,000 )                           Consolidated Statement of Cash Flows                         Net loss   $ (910,000 )   $ 21,000     $ (889,000 ) Depreciation and amortization   $ 107,000     $ (21,000 )   $ 86,000   Net cash used in operating activities   $ (1,224,000 )   $ -     $ (1,224,000 )

v3.24.1.1.u2

Inventory (Tables)	3 Months Ended
	Mar. 31, 2024
Inventory Disclosure [Abstract]
Schedule of Inventory	Inventory consists of the following:  Schedule of Inventory     March 31,     December 31,       2024     2023   Raw materials   $ 28,000     $ 28,000   Finished goods     1,256,000       1,186,000   Inventory, net   $ 1,284,000     $ 1,214,000

v3.24.1.1.u2

Property Plant and Equipment (Tables)	3 Months Ended
	Mar. 31, 2024
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment, Net	Property and equipment, net consist of the following:  Schedule of Property and Equipment, Net     March 31,     December 31,       2024     2023   Manufacturing equipment   $ 1,546,000     $ 1,546,000   Customer equipment     1,404,000       1,410,000   Property and equipment, gross     2,950,000       2,956,000   Less: accumulated depreciation     (2,600,000 )     (2,547,000 ) Property and equipment, net of depreciation   $ 350,000     $ 409,000

v3.24.1.1.u2

Stockholders’ Equity (Tables)	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
Schedule of Changes in Stockholders' Equity	The following are changes in stockholders’ equity for the three months ended March 31, 2023 and 2024:  Schedule of Changes in Stockholders' Equity                                                           Additional                   Common Stock     paid in     Accumulated             Shares     Amount     Capital     (Deficit)     Total                                   Balance December 31, 2022     12,934,741     $ -     $ 60,905,000     $ (57,972,000 )   $ 2,933,000   Issuance of common stock for equity compensation, net of shares repurchased for income tax withholding     65,779                 -       (18,000 )     -       (18,000 ) Equity-based compensation expense     -       -       268,000       -       268,000   Cash settlement of equity-based compensation     -       -       (24,000 )     -       (24,000 ) Conversion of debt and interest (Note 6)     124,208                                   Issuance of stock for services     2,083       -       8,000       -       8,000   Net loss     -       -       -       (889,000 )     (889,000 ) Balance March 31, 2023     13,002,603     $ -     $ 61,139,000     $ (58,861,000 )   $ 2,278,000                     Additional                   Common Stock     paid in     Accumulated             Shares     Amount     Capital     (Deficit)     Total   Balance December 31, 2023     14,420,105     $ -     $ 63,299,000     $ (60,796,000 )   $ 2,503,000   Balance     14,420,105     $ -     $ 63,299,000     $ (60,796,000 )   $ 2,503,000   Issuance of common stock for equity compensation, net of shares repurchased for income tax withholding     175,562                 -       (20,000 )     -       (20,000 ) Equity-based compensation expense     -       -       366,000       -       366,000   Conversion of debt and interest (Note 6)     124,208       -       136,000       -       136,000   Net loss     -       -       -       (449,000 )     (449,000 ) Balance March 31, 2024     14,719,875     $ -     $ 63,781,000     $ (61,245,000 )   $ 2,536,000   Balance     14,719,875     $ -     $ 63,781,000     $ (61,245,000 )   $ 2,536,000
Schedule of Stock Options Activity	The following is a summary of stock option activity for the three months ended March 31, 2024:  Schedule of Stock Options Activity     Number of Options     Weighted average exercise price per share     Remaining term in years   Outstanding on December 31, 2023     587,091     $ 6.50       3.6   Issued     43,695     $ 1.50       8.0   Outstanding on March 31, 2024     630,786     $ 6.15       3.8                             Exercisable, March 31, 2024     582,316     $ 6.31       3.6
Schedule of Fair Value of Options Using Black-Sholes Option Pricing Model	The fair value of the options issued was calculated using the Black-Scholes option pricing model, based on the following:  Schedule of Fair Value of Options Using Black-Sholes Option Pricing Model     2024   Expected term (in years)     8.0   Expected volatility     84.4 % Risk-free interest rate     3.9 % Expected dividends   $ -   Weighted average grant date fair value per share   $ 1.15
Schedule of Restricted Stock Award and Restricted Stock Unit Activity	The following is a summary of restricted stock award and restricted stock unit activity for the three months ended March 31, 2024:  Schedule of Restricted Stock Award and Restricted Stock Unit Activity     Number of shares     Weighted average grant date fair value   Unvested at January 1, 2024     32,606     $ 4.82   Granted     5,000     $ 1.20   Vested     (10,233 )   $ 5.26   Unvested at March 31, 2024     27,373     $ 3.99
Schedule of Performance Stock Unit Activity	The following table summarizes the activity for the Company’s unvested PSUs for the three months ended March 31, 2024:  Schedule of Performance Stock Unit Activity     Number of shares     Weighted average grant date fair value   Unvested at January 1, 2024     63,888     $ 1.70   Granted     445,000     $ 1.20   Vested     (48,932 )   $ 1.15   Forfeited     (2,548 )   $ 1.15   Unvested and expected to vest at March 31, 2024     457,408     $ 1.20

v3.24.1.1.u2

Schedule of Contract Manufacturers Percentage of Finished Goods (Details) - Purchases [Member] - Supplier Concentration Risk [Member]	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Manufacturer A [Member]
Product Information [Line Items]
Concentration risk percentage	63.00%	48.00%
Manufacturer B [Member]
Product Information [Line Items]
Concentration risk percentage	36.00%	46.00%
Manufacturer C [Member]
Product Information [Line Items]
Concentration risk percentage	1.00%	6.00%

v3.24.1.1.u2

Description of the Business, Basis of Presentation, and Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Accounting Policies [Abstract]
Allowance for doubtful accounts	$ 0		$ 0
Credit loss expense	0	$ 0
Shipping and storage costs	364,000	311,000
Research and development expenses	$ 30,000	$ 21,000

v3.24.1.1.u2

Schedule of Prior Financial Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Depreciation and amortization	$ 67,000	$ 83,000
Total operating expenses	1,619,000	1,744,000
Net loss	(449,000)	(889,000)
Depreciation and amortization	74,000	86,000
Net cash used in operating activities	$ (769,000)	(1,224,000)
Previously Reported [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Depreciation and amortization		104,000
Total operating expenses		1,765,000
Net loss		(910,000)
Depreciation and amortization		107,000
Net cash used in operating activities		(1,224,000)
Revision of Prior Period, Reclassification, Adjustment [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Depreciation and amortization		(21,000)
Total operating expenses		(21,000)
Net loss		21,000
Depreciation and amortization		(21,000)
Net cash used in operating activities

v3.24.1.1.u2

Schedule of Inventory (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials	$ 28,000	$ 28,000
Finished goods	1,256,000	1,186,000
Inventory, net	$ 1,284,000	$ 1,214,000

v3.24.1.1.u2

Schedule of Property and Equipment, Net (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 2,950,000	$ 2,956,000
Less: accumulated depreciation	(2,600,000)	(2,547,000)
Property and equipment, net of depreciation	350,000	409,000
Manufacturing Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,546,000	1,546,000
Customer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,404,000	$ 1,410,000

v3.24.1.1.u2

Property Plant and Equipment (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 59,000	$ 71,000
Depreciation expense in cost of revenue	$ 7,000	$ 4,000

v3.24.1.1.u2

Commitments and Contingencies (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2023	Jul. 31, 2022
Loss Contingencies [Line Items]
Lease expiration date	Mar. 31, 2023
Operating lease extension description	extended in a series of amendments through September 30, 2024.
Operating lease cost	$ 20,000	$ 20,000
Companies product holdings			52.00%	42.00%
Payment due to manufacturer	1,328,000				$ 1,670,000
Maximum [Member]
Loss Contingencies [Line Items]
Legal proceeding amount	$ 100,000
Related Party [Member]
Loss Contingencies [Line Items]
Payment due to manufacturer						$ 499,000

v3.24.1.1.u2

Convertible Notes (Details Narrative) - USD ($)				9 Months Ended
	Mar. 29, 2024	Dec. 19, 2023	Oct. 23, 2023	Mar. 31, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
Convertible Debt	$ 136,000	$ 470,000	$ 1,390,000	$ 2,000,000
Convertible debt description				The debt was available to be drawn in 25% increments, maturing on the anniversary of the draw, bearing interest at 10% per annum for the term, regardless of earlier payment or conversion, and was mandatorily convertible as to principal and interest into shares of the Company’s common stock at any time prior to maturity at the greater of $1.20 or 85% of the volume-weighted average price of the common stock for the ten trading days immediately preceding the written notice of the conversion (the “Conversion Price”).
Converted principal amount		$ 653,000	$ 1,207,000
Shares issued upon debt conversion	124,208	495,331	820,160
Accrued interest converted		$ 4,000
Accounts payable				$ 71,000	$ 30,000

v3.24.1.1.u2

Schedule of Changes in Stockholders' Equity (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance	$ 2,503,000	$ 2,933,000
Issuance of common stock for equity compensation, net of shares repurchased for income tax withholding	(20,000)	(18,000)
Equity-based compensation expense	366,000	268,000
Cash settlement of equity-based compensation		(24,000)
Conversion of debt and interest (Note 6)	136,000
Issuance of stock for services		8,000
Net loss	(449,000)	(889,000)
Balance	2,536,000	2,278,000
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance
Balance, shares	14,420,105	12,934,741
Issuance of common stock for equity compensation, net of shares repurchased for income tax withholding
Issuance of common stock for equity compensation, net of shares repurchased for income tax withholding, shares	175,562	65,779
Equity-based compensation expense
Cash settlement of equity-based compensation
Conversion of debt and interest (Note 6)
Conversion of debt and interest (Note 6), shares	124,208
Issuance of stock for services
Issuance of stock for services, shares		2,083
Net loss
Balance
Balance, shares	14,719,875	13,002,603
Additional Paid-in Capital [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance	$ 63,299,000	$ 60,905,000
Issuance of common stock for equity compensation, net of shares repurchased for income tax withholding	(20,000)	(18,000)
Equity-based compensation expense	366,000	268,000
Cash settlement of equity-based compensation		(24,000)
Conversion of debt and interest (Note 6)	136,000
Issuance of stock for services		8,000
Net loss
Balance	63,781,000	61,139,000
Retained Earnings [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance	(60,796,000)	(57,972,000)
Issuance of common stock for equity compensation, net of shares repurchased for income tax withholding
Equity-based compensation expense
Cash settlement of equity-based compensation
Conversion of debt and interest (Note 6)
Issuance of stock for services
Net loss	(449,000)	(889,000)
Balance	$ (61,245,000)	$ (58,861,000)

v3.24.1.1.u2

Schedule of Stock Options Activity (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Equity [Abstract]
Number of Options, Outstanding Beginning	587,091
Weighted average exercise price per share, Outstanding, Beginning	$ 6.50
Remaining term in years, Outstanding	3 years 9 months 18 days	3 years 7 months 6 days
Number of Options, Issued	43,695
Weighted average exercise price per share, Issued	$ 1.50
Remaining term in years, Issued	8 years
Number of Options, Outstanding Ending	630,786	587,091
Weighted average exercise price per share, Outstanding Ending	$ 6.15	$ 6.50
Number of Options, Exercisable	582,316
Weighted average exercise price per share, Exercisable	$ 6.31
Remaining term in years, Exercisable	3 years 7 months 6 days

v3.24.1.1.u2

Schedule of Fair Value of Options Using Black-Sholes Option Pricing Model (Details)	3 Months Ended
	Mar. 31, 2024 $ / shares
Equity [Abstract]
Expected term (in years)	8 years
Expected volatility	84.40%
Risk-free interest rate	3.90%
Expected dividends
Weighted average grant date fair value per share	$ 1.15

v3.24.1.1.u2

Schedule of Restricted Stock Award and Restricted Stock Unit Activity (Details) - Restricted Stock Award and Restricted Stock Unit [Member]	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares, Unvested Beginning Balance | shares	32,606
Weighted average grant date fair value, Unvested Beginning Balance | $ / shares	$ 4.82
Number of shares, Granted | shares	5,000
Weighted average grant date fair value, Granted | $ / shares	$ 1.20
Number of shares, Vested | shares	(10,233)
Weighted average grant date fair value, Vested | $ / shares	$ 5.26
Number of shares, Unvested Ending Balance | shares	27,373
Weighted average grant date fair value, Unvested Ending Balance | $ / shares	$ 3.99

v3.24.1.1.u2

Schedule of Performance Stock Unit Activity (Details) - Performance Shares [Member]	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares, Unvested Beginning Balance | shares	63,888
Weighted average grant date fair value, Unvested Beginning Balance | $ / shares	$ 1.70
Number of shares, Granted | shares	445,000
Weighted average grant date fair value, Granted | $ / shares	$ 1.20
Number of shares, Vested | shares	(48,932)
Weighted average grant date fair value, Vested | $ / shares	$ 1.15
Number of shares, Forfeited | shares	(2,548)
Weighted average grant date fair value, Forfeited | $ / shares	$ 1.15
Number of shares, Unvested Ending Balance | shares	457,408
Weighted average grant date fair value, Unvested Ending Balance | $ / shares	$ 1.20

v3.24.1.1.u2

Stockholders’ Equity (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended
	Mar. 31, 2024	Feb. 28, 2023	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants expired			122,739
Warrants exercise price	$ 9.10		$ 9.10
Unrecognized share-based compensation	$ 77,000		$ 77,000
Unrecognized share-based compensation weighted average period			1 year 1 month 6 days
Share-based compensation expense			$ 366,000	$ 268,000
Performance Shares [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Cash settle of grant-date fair value		$ 80,000
Share-based compensation expense		56,000		$ 64,000
Grant date fair value of vested shares		$ 24,000
Modified to vest		71,000
Shares granted			445,000
Performance Shares [Member] | Time-Based Vesting [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Modified to vest		26,000
2023 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Reserve shares for future issuance	650,000		650,000		650,000
2023 Plan [Member] | Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Reserve shares for future issuance	1,300,000		1,300,000
2024 PSUs Program [Member] | Performance Shares [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense			$ 125,000
Shares granted	445,000

v3.24.1.1.u2

Income Taxes (Details Narrative)	3 Months Ended
	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Estimated effective tax rate	0.00%

v3.24.1.1.u2

Liquidity (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Liquidity
Cash for operations	$ 769,000	$ 1,224,000
Cash	$ 1,167,000

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