0001493152-21-005583 | 10-K | XBRL Viewer

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Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2020	Mar. 08, 2021	Jun. 30, 2020
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2020
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2020
Current Fiscal Year End Date	--12-31
Entity File Number	001-35814
Entity Registrant Name	HARROW HEALTH, INC.
Entity Central Index Key	0001360214
Entity Tax Identification Number	45-0567010
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	102 Woodmont Blvd.
Entity Address, Address Line Two	Suite 610
Entity Address, City or Town	Nashville
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37205
City Area Code	(615)
Local Phone Number	733-4730
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	HROW
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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 Public Float			$ 125,000,000
Entity Common Stock, Shares Outstanding		25,983,364

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Current assets
Cash and cash equivalents, including restricted cash of $200	$ 4,301	$ 4,949
Investment in Eton Pharmaceuticals	28,455	25,200
Accounts receivable, net	2,662	2,009
Inventories	3,962	3,301
Prepaid expenses and other current assets	751	586
Total current assets	40,131	36,045
Property, plant and equipment, net	4,453	5,375
Operating lease right-of-use assets	6,799	6,559
Intangible assets, net	1,939	2,337
Goodwill	332	332
TOTAL ASSETS	57,474	59,085
Current liabilities
Accounts payable and accrued expenses	3,932	7,702
Accrued payroll and related liabilities	2,315	2,117
Deferred revenue and customer deposits	66	57
Current portion of paycheck protection program loan payable	1,259
Current portion of loan payable, net of unamortized debt discount	2,639	1,772
Current portion of operating lease liabilities	580	629
Current portion of finance lease obligations	8	7
Total current liabilities	10,799	12,284
Operating lease liabilities, net of current portion	6,652	6,338
Finance lease obligations, net of current portion	17	26
Accrued expenses, net of current portion	800	800
Paycheck protection program loan payable, net of current portion	708
Loan payable, net of current portion and unamortized debt discount	11,670	12,219
TOTAL LIABILITIES	30,646	31,667
STOCKHOLDERS’ EQUITY
Common stock, $0.001 par value, 50,000,000 shares authorized, 25,749,875 and 25,526,931 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively	26	26
Additional paid-in capital	104,557	101,728
Accumulated deficit	(77,400)	(74,043)
TOTAL HARROW HEALTH STOCKHOLDERS’ EQUITY	27,183	27,711
Noncontrolling interests	(355)	(293)
TOTAL EQUITY	26,828	27,418
TOTAL LIABILITIES AND EQUITY	57,474	59,085
Surface Ophthalmics [Member]
Current assets
Investments	1,314	3,747
Melt Pharmaceuticals [Member]
Current assets
Investments	$ 2,506	$ 4,690

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Restricted Cash	$ 200	$ 200
Common stock, par value	$ 0.001	$ 0.001
Common stock, sharess authorized	50,000,000	50,000,000
Common stock, shares outstanding	25,749,875	25,526,931
Common stock, shares issued	25,749,875	25,526,931

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Revenues:
Total revenues	$ 48,871	$ 51,165
Cost of sales	(14,463)	(16,749)
Gross profit	34,408	34,416
Operating expenses:
Selling, general and administrative	31,247	33,088
Research and development	2,413	2,083
Impairment of long-lived assets	363	4,040
Total operating expenses	34,023	39,211
Income (loss) from operations	385	(4,795)
Other income (expense):
Interest expense, net	(2,236)	(2,500)
Other (loss) income, net	(73)	630
Total other (loss) income, net	(3,800)	4,678
Loss before income tax provision	(3,415)	(117)
Income tax provision	4	8
Total net loss including noncontrolling interests	(3,419)	(125)
Net loss attributable to noncontrolling interests	62	293
Net (loss) income attributable to Harrow Health, Inc.	$ (3,357)	$ 168
Basic net (loss) income per share of common stock	$ (0.13)	$ 0.01
Diluted net (loss) income per share of common stock	$ (0.13)	$ 0.01
Weighted average number of common shares outstanding, basic	25,895,352	25,323,159
Weighted average number of common shares outstanding, diluted	25,895,352	26,466,098
Melt Pharmaceuticals [Member]
Other income (expense):
Investment (loss) gain, net	$ (2,313)	$ 3,968
Surface Ophthalmics [Member]
Other income (expense):
Investment (loss) gain, net	(2,433)	(1,200)
Eton Pharmaceuticals [Member]
Other income (expense):
Investment (loss) gain, net	3,255	3,780
Product Sales, Net [Member]
Revenues:
Total revenues	48,479	51,137
Other Revenues [Member]
Revenues:
Total revenues	$ 392	$ 28

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Parent [Member]	Noncontrolling Interest [Member]	Total
Beginning balance, value at Dec. 31, 2018	$ 24	$ 98,938	$ (74,211)	$ 24,751		$ 24,751
Balance, shares at Dec. 31, 2018	24,339,610
Exercise of warrants	$ 2	811		813		813
Exercise of warrants, shares	1,142,528
Exercise of employee options, net of tax withholding		(44)		(44)		(44)
Exercise of employee stock-based options, net of tax withholding , shares	29,793
Issuance of common stock related to vesting of RSUs
Issuance of common stock related to vesting of RSUs, shares
Stock-based payment for services provided		234		234		234
Stock-based payment for services provided, shares	15,000
Stock-based compensation expense		1,789		1,789		1,789
Net loss			168	168	(293)	(125)
Ending balance, value at Dec. 31, 2019	$ 26	101,728	(74,043)	27,711	(293)	27,418
Balance, shares at Dec. 31, 2019	25,526,931
Exercise of employee options, net of tax withholding		(29)		(29)		(29)
Exercise of employee stock-based options, net of tax withholding , shares	7,159
Issuance of common stock related to vesting of RSUs
Issuance of common stock related to vesting of RSUs, shares	185,785
Stock-based payment for services provided		83		83		83
Stock-based payment for services provided, shares	30,000
Stock-based compensation expense		2,775		2,775		2,775
Net loss			(3,357)	(3,357)	(62)	(3,419)
Ending balance, value at Dec. 31, 2020	$ 26	$ 104,557	$ (77,400)	$ 27,183	$ (355)	$ 26,828
Balance, shares at Dec. 31, 2020	25,749,875

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss (including noncontrolling interests)	$ (3,419)	$ (125)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization of property, plant and equipment	1,880	1,936
Amortization of intangible assets	167	209
Amortization of operating lease right-of-use assets	696	518
Provision for bad debt expense	213
Interest paid-in-kind on SWK Loan	358
Amortization of debt issuance costs and discount	457	512
Investment gain from Eton Pharmaceuticals, net	(3,255)	(3,780)
Investment loss from Surface Ophthalmics, net	2,433	1,200
Investment loss (gain) from Melt Pharmaceuticals, net	2,313	(3,968)
Loss on disposal of equipment	105	108
Impairment of long-lived assets	363	4,040
Stock-based payment of consulting services	83	234
Stock-based compensation	2,775	1,789
Changes in assets and liabilities:
Accounts receivable	(866)	(95)
Inventories	(661)	(2,271)
Prepaid expenses and other current assets	(294)	(471)
Accounts payable and accrued expenses	(4,655)	1,342
Accrued payroll and related liabilities	198	(166)
Deferred revenue and customer deposits	9	(62)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	(1,100)	950
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on sale and disposal of assets	13	4
Investment in patent and trademark assets	(132)	(369)
Purchases of property, plant and equipment	(862)	(1,468)
NET CASH USED IN INVESTING ACTIVITIES	(981)	(1,833)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on finance lease obligations	(8)	(743)
Proceeds from SWK loan	1,000
Principal payments on SWK loan	(1,497)	(750)
Payments of costs related to amendment of SWK loan		(282)
Proceeds from Paycheck protection program loan payable	1,967
Net proceeds from exercise of warrants and stock options, net of taxes remitted for RSU’s and options	(29)	769
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	1,433	(1,006)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(648)	(1,889)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period	4,949	6,838
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	4,301	4,949
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Cash and cash equivalents	4,101	4,749
Restricted cash	200	200
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	4,301	4,949
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes	4	17
Cash paid for interest	1,791	1,967
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Purchase of property, plant and equipment included in accounts payable and accrued expenses	214	39
New and revaluation of right-of-use assets obtained in exchange for lease obligation	$ 936	$ 753

ORGANIZATION

12 Months Ended

Dec. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION

NOTE 1. ORGANIZATION

Harrow Health, Inc. (together with its subsidiaries, partially owned companies and royalty arrangements unless the context indicates or otherwise requires, the “Company” or “Harrow”) specializes in the development, production and sale of innovative medications that offer unique competitive advantages and serve unmet needs in the marketplace through its subsidiaries and deconsolidated companies. The Company owns one of the nation’s leading ophthalmology-focused pharmaceutical businesses, ImprimisRx. In addition to wholly owning ImprimisRx, the Company also has equity positions in Eton Pharmaceuticals, Inc. (“Eton”), Surface Ophthalmics, Inc. (“Surface”), and Melt Pharmaceuticals, Inc. (“Melt”), all companies that began as subsidiaries of Harrow. In 2020, Harrow created Visionology, Inc. (“Visionology”), which intends to launch an online eye health platform business. Harrow also owns royalty rights in various drug candidates being developed by Surface and Melt. The Company intends to continue to create, and hold equity and royalty rights in, new businesses that commercialize drug candidates that are internally developed or otherwise acquired or licensed from third parties.

During and subsequent to the year ended December 31, 2020, the Company discontinued the majority of operational efforts related to its subsidiaries Stowe Pharmaceuticals, Inc. (“Stowe”), Radley Pharmaceuticals, Inc. (“Radley”) and Mayfield Pharmaceuticals, Inc. (“Mayfield”) to allocate resources to other areas of the Company’s business. The Company does not expect the suspension of these operations to have a material impact on the financial results of the Company.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Harrow has prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, as well as Mayfield, 79% majority controlled, and Stowe, 70% majority controlled as of December 31, 2020. The remaining 21% of Mayfield is owned by Elle Pharmaceutical, LLC (“Elle”), TGV-Health, LLC and its affiliated entities (collectively “TGV”) or other consultants. Mayfield was organized to develop women’s health and urological focused drug candidates. The remaining 30% of Stowe was owned by TGV. Stowe was organized to develop ophthalmic drug candidates. The Company controls 100% of the equity interests in Visionology. All inter-company accounts and transactions have been eliminated in consolidation.

Harrow consolidates entities in which we have a controlling financial interest. We consolidate subsidiaries in which we hold and/or control, directly or indirectly, more than 50% of the voting rights. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. Significant estimates made by management are, among others, allowance for doubtful accounts and contractual adjustments, renewal periods and discount rates for leases, realizability of inventories, valuation of investments, realizability of deferred taxes, recoverability of goodwill and long-lived assets, valuation of contingent acquisition obligations and deferred acquisition obligations, fair value of loans payable, and valuation of stock-based transactions with employees and non-employees. Actual results could differ from those estimates.

Risks, Uncertainties and Liquidity

The Company is subject to risks and uncertainties as a result of the COVID-19 pandemic. On March 18, 2020, the Centers for Medicare & Medicaid Services (“CMS”) released guidance for U.S. healthcare providers to limit all elective medical procedures in order to conserve personal protective equipment and limit exposure to COVID-19 during the pendency of the pandemic. In addition to limiting elective medical procedures, many hospitals and other healthcare providers have strictly limited access to their facilities during the pandemic. The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains and healthcare delivery, led to social distancing recommendations, stay-at-home orders and other restrictive measures, and created significant volatility in financial markets.

Many of the Company’s customers use its drugs in procedures impacted by the CMS guidance to limit elective procedures. In addition, the Company and our business partners need access to healthcare providers and facilities to conduct clinical trials and other activities required to achieve regulatory clearance of products under development.

Management believes reductions in elective procedures in response to CMS guidance have had, and will continue to have, an adverse impact, which may be material, on the Company’s financial condition, liquidity and results of operations. The severity of the impact of the COVID-19 pandemic on the Company’s business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on its customers, all of which are uncertain and cannot be predicted. As of the date of the filing of this Annual Report on Form 10-K, the extent to which the COVID-19 pandemic may materially impact the Company’s financial condition, liquidity or results of operations is uncertain. In addition, the Company is subject to certain regulatory standards, guidelines and inspections which could impact the Company’s ability to make, dispense, and sell certain products. If the Company was required to cease compounding and selling certain products as a result of regulatory guidelines or inspections, this may have a material impact on the Company’s financial condition, liquidity and results of operations.

Prior to 2020, the Company had incurred significant operating losses and negative cash flows from operations since its inception. The Company recorded operating income of $385 for the year ended December 31, 2020 and recorded an operating loss of $4,795 for the year ended December 31, 2019. The Company has an accumulated deficit of $77,400 and $74,043 as of December 31, 2020 and 2019, respectively. In addition, the Company used cash in operating activities of $1,100 for the year ended December 31, 2020 and cash provided by operating activities was $950 for the year ended December 31, 2019.

While there is no assurance, management of the Company believes existing cash resources and restricted cash of $4,301 at December 31, 2020 together with cash generated from operations, will be sufficient to sustain the Company’s planned level of operations for at least the next twelve months. However, estimates of operating expenses and working capital requirements and the future impact of the COVID-19 pandemic on its business could be incorrect. The Company could use its cash resources faster than anticipated. Further, some or all of the ongoing or planned activities may not be successful and could result in further losses.

The Company may seek to increase liquidity and capital resources through a variety of means which may include, but are not limited to: the sale of assets, investments and/or businesses, obtaining financing through the issuance of equity, debt, or convertible securities; and working to increase revenue growth through sales. There is no guarantee that the Company will be able to obtain capital when needed on terms management deems acceptable, or at all.

Segments

The Company’s chief operating decision-maker is its Chief Executive Officer who makes resource allocation decisions and assesses performance based on financial information presented as operating segments. The Company has identified two operating segments as reportable segments. See Note 18 for more information regarding the Company’s reportable segments.

Noncontrolling Interests

The Company recognizes any noncontrolling interest as a separate line item in equity in the consolidated financial statements. A noncontrolling interest represents the portion of equity ownership in a less-than-wholly-owned subsidiary not attributable to the Company. Generally, any interest that holds less than 50% of the outstanding voting shares is deemed to be a noncontrolling interest; however, there are other factors, such as decision-making rights, that are considered as well. The Company includes the amount of net loss attributable to noncontrolling interests in consolidated net loss on the face of the consolidated statements of operations.

The Company provides in the consolidated statements of stockholders’ equity a reconciliation at the beginning and the end of the period of the carrying amount of total equity, equity attributable to the parent, and equity attributable to the noncontrolling interests that separately discloses:

	(1)	net income or loss;
	(2)	transactions with owners acting in their capacity as owners, showing separately contributions from and distributions to owners; and
	(3)	each component of other income or loss.

Revenue Recognition and Deferred Revenue

The Company recognizes revenue at the time of transfer of promised goods to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services (see Note 3).

Cost of Sales

Cost of sales includes direct and indirect costs to manufacture formulations and other products sold, including active pharmaceutical ingredients, personnel costs, packaging, storage, royalties, shipping and handling costs and the write-off of obsolete inventory.

Research and Development

The Company expenses all costs related to research and development as they are incurred. Research and development expenses consist of expenses incurred in performing research and development activities, including salaries and benefits, other overhead expenses, and costs related to clinical trials, contract services and outsourced contracts.

Debt Issuance Costs and Debt Discount

Debt issuance costs and the debt discount are recorded net of loans payable and finance lease obligations in the consolidated balance sheets. Amortization of debt issuance costs and the debt discount is calculated using the effective interest method over the term of the related debt and is recorded in interest expense in the accompanying consolidated statements of operations.

Intellectual Property

The costs of acquiring intellectual property rights to be used in the research and development process, including licensing fees and milestone payments, are charged to research and development expense as incurred in situations where the Company has not identified an alternative future use for the acquired rights, and are capitalized in situations where we have identified an alternative future use for the acquired rights. Patents and trademarks are recorded at cost and capitalized at a time when the future economic benefits of such patents and trademarks become more certain (see “—Goodwill and Intangible Assets” below). The Company began capitalizing certain costs associated with acquiring intellectual property rights during 2015; if costs are not capitalized they are expensed as incurred.

Income Taxes

The Company accounts for income taxes under the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, Income Taxes. As part of the process of preparing the Company’s consolidated financial statements, the Company must estimate the actual current tax assets and liabilities and assess permanent and temporary differences that result from differing treatment of items for tax and accounting purposes. The temporary differences result in deferred tax assets and liabilities, which are included within the consolidated balance sheets. The Company must assess the likelihood that the deferred tax assets will be recovered from future taxable income and, to the extent the Company believes that recovery is not more likely than not, a valuation allowance must be established which reduces the amount of deferred tax assets recorded on the consolidated balance sheets. To the extent the Company establishes a valuation allowance or increase or decrease this allowance in a period, the impact will be included in income tax expense in the consolidated statements of operations.

Cash and Cash Equivalents

Cash equivalents include short-term, highly liquid investments with maturities of three months or less at the time of acquisition.

Concentrations of Credit Risk

The Company places its cash with financial institutions deemed by management to be of high credit quality. The Federal Deposit Insurance Corporation (“FDIC”) provides basic deposit coverage with limits up to $250 per owner. From time to time the Company has cash deposits in excess of FDIC limits.

Investment in Eton Pharmaceuticals, Inc. – Related Party

The Company owns 3,500,000 shares of Eton common stock, which represents approximately 14.4% of the equity and voting interests of Eton as of December 31, 2020. At December 31, 2020, the fair market value of Eton’s common stock was $8.13 per share. In accordance with Accounting Standard Update (“ASU”) 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, for the years ended December 31, 2020 and 2019, the Company recorded investment gains from its Eton common stock position of $3,255 and $3,780, respectively, related to the change in fair market value of the Company’s investment in Eton during the measurement periods. As of December 31, 2020 and 2019, the fair market value of the Company’s investment in Eton was $28,455 and $25,200, respectively.

Mark Baum, the Company’s Chief Executive Officer, is a member of the board of directors of Eton.

Accounts Receivable

Accounts receivable are stated net of allowances for doubtful accounts and contractual adjustments. The accounts receivable balance primarily includes amounts due from customers the Company has invoiced or from third-party providers (e.g., insurance companies and governmental agencies), but for which payment has not been received. Charges to bad debt are based on both historical write-offs and specifically identified receivables. Accounts receivable are presented net of allowances for doubtful accounts and contractual adjustments in the amount of $98 and $76 as of December 31, 2020 and 2019, respectively.

Inventories

Inventories are stated at the lower of cost or net realizable value. Cost is determined on a first-in, first-out basis. The Company evaluates the carrying value of inventories on a regular basis, based on the price expected to be obtained for products in their respective markets compared with historical cost. Write-downs of inventories are considered to be permanent reductions in the cost basis of inventories.

The Company also regularly evaluates its inventories for excess quantities and obsolescence (expiration), taking into account such factors as historical and anticipated future sales or use in production compared to quantities on hand and the remaining shelf life of products and active pharmaceutical ingredients on hand. The Company establishes reserves for excess and obsolete inventories as required based on its analyses.

Investment in Melt Pharmaceuticals, Inc. – Related Party

In April 2018, the Company formed Melt as a wholly-owned subsidiary. In January and March of 2019, Melt entered into definitive stock purchase agreements (collectively, the “Melt Series A Preferred Stock Agreement”) with certain investors and closed on the sale of Melt’s Series A Preferred Stock (the “Melt Series A Stock”), totaling approximately $11,400 of proceeds (collectively, the “Melt Series A Round”) at a purchase price of $5.00 per share. As a result, the Company lost voting and ownership control of Melt and ceased consolidating Melt’s financial statements.

In January 2019, the Company deconsolidated Melt and recorded a gain of $5,810 and adjusted the carrying value in Melt to reflect the increased valuation of Melt and the Company’s new ownership interest in accordance with ASC 810-10-40-4(c), Consolidation.

The Company owns 3,500,000 common shares of Melt (which is approximately 44% of the equity interests as of December 31, 2020) and uses the equity method of accounting for this investment, as management has determined that the Company has the ability to exercise significant influence over the operating and financial decisions of Melt. Under this method, the Company recognizes earnings and losses in Melt in its consolidated financial statements and adjusts the carrying amount of its investment in Melt accordingly. The Company’s share of earnings and losses are based on the Company’s ownership interest of Melt. Any intra-entity profits and losses are eliminated. The Company recorded equity in the net gain of Melt of $3,968 during the year ended December 31, 2019. The Company recorded equity in the net loss of Melt of $2,313 during the year ended December 31, 2020. As of December 31, 2020 and 2019, the Company’s investment in Melt was $2,506 and $4,690, respectively, which includes $851 and $722, respectively, due from Melt for reimbursable expenses and amounts due under the Melt Master Services Agreement (“MSA”).

See Note 4 for more information and related party disclosure regarding Melt.

Investment in Surface Ophthalmics, Inc. – Related Party

The Company owns 3,500,000 common shares (which is approximately 30% of the equity interests as of December 31, 2020) of Surface and uses the equity method of accounting for this investment, as management has determined that the Company has the ability to exercise significant influence over the operating and financial decisions of Surface. Under this method, the Company recognizes earnings and losses in Surface in its consolidated financial statements and adjusts the carrying amount of its investment in Surface accordingly. The Company’s share of earnings and losses are based on the Company’s ownership interest of Surface. Any intra-entity profits and losses are eliminated. The Company recorded equity in the net loss of Surface of $1,200 during the year ended December 31, 2019. The Company recorded equity in the net loss of Surface of $2,433 during the year ended December 31, 2020. As of December 31, 2020 and 2019, the carrying value of the Company’s investment in Surface was $1,314 and $3,747, respectively.

See Note 5 for more information and related party disclosure regarding Surface.

Property, Plant and Equipment

Property, plant and equipment is stated at cost less accumulated depreciation and amortization. Depreciation and amortization is calculated using the straight-line method over the estimated useful life of the asset. Leasehold improvements and capital lease equipment are amortized over the estimated useful life or remaining lease term, whichever is shorter. Computer software and hardware and furniture and equipment are depreciated over three to five years.

Business Combinations

The Company accounts for business combinations by recognizing the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair values on the acquisition date. The purchase price allocation process requires management to make significant estimates and assumptions, especially with respect to intangible assets, estimated contingent consideration payments and pre-acquisition contingencies. Examples of critical estimates in valuing certain of the intangible assets the Company has acquired or may acquire in the future include but are not limited to:

	●	future expected cash flows from product sales, support agreements, consulting contracts, other customer contracts, and acquired developed technologies and patents; and

	●	discount rates utilized in valuation estimates.

Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. Additionally, any change in the fair value of the acquisition-related contingent consideration subsequent to the acquisition date, including changes from events after the acquisition date, such as changes in our estimates of relevant revenue or other targets, will be recognized in earnings in the period of the estimated fair value change. A change in fair value of the acquisition-related contingent consideration or the occurrence of events that cause results to differ from our estimates or assumptions could have a material effect on the consolidated financial position, statements of operations or cash flows in the period of the change in the estimate.

Goodwill and Intangible Assets

Patents and trademarks are recorded at cost and capitalized at a time when the future economic benefits of such patents and trademarks become more certain. At that time, the Company capitalizes third-party legal costs and filing fees associated with obtaining and prosecuting claims related to its patents and trademarks. Once the patents have been issued, the Company amortizes these costs over the shorter of the legal life of the patent or its estimated economic life, generally 20 years, using the straight-line method. Trademarks are an indefinite life intangible asset and are assessed for impairment based on future projected cash flows as further described below.

The Company reviews its goodwill and indefinite-lived intangible assets for impairment as of January 1 of each year and when an event or a change in circumstances indicates the fair value of a reporting unit may be below its carrying amount. Events or changes in circumstances considered as impairment indicators include but are not limited to the following:

	●	significant underperformance of the Company’s business relative to expected operating results;

	●	significant adverse economic and industry trends;

	●	significant decline in the Company’s market capitalization for an extended period of time relative to net book value; and

	●	expectations that a reporting unit will be sold or otherwise disposed.

The goodwill impairment test consists of a two-step process as follows:

Step 1. The Company compares the fair value of each reporting unit to its carrying amount, including the existing goodwill. The fair value of each reporting unit is determined using a discounted cash flow valuation analysis. The carrying amount of each reporting unit is determined by specifically identifying and allocating the assets and liabilities to each reporting unit based on headcount, relative revenues or other methods as deemed appropriate by management. If the carrying amount of a reporting unit exceeds its fair value, an indication exists that the reporting unit’s goodwill may be impaired and the Company then performs the second step of the impairment test. If the fair value of a reporting unit exceeds its carrying amount, no further analysis is required.

Step 2. If further analysis is required, the Company compares the implied fair value of the reporting unit’s goodwill, determined by allocating the reporting unit’s fair value to all of its assets and its liabilities in a manner similar to a purchase price allocation, to its carrying amount. If the carrying amount of the reporting unit’s goodwill exceeds its fair value, an impairment loss will be recognized in an amount equal to the excess.

Impairment of Long-Lived Assets

Long-lived assets, such as property, plant and equipment, purchased intangibles subject to amortization and patents and trademarks, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the consolidated balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposal group classified as held-for-sale would be presented separately in the appropriate asset and liability sections of the consolidated balance sheet, if material.

Park Restructuring

In August 2019, the Company’s subsidiary, Park Compounding, Inc. (“Park”), and Noice Rx, LLC (“Noice”) terminated an Asset Purchase Agreement dated July 26, 2019 (the “Park Purchase Agreement”), between the parties. Under the terms of the Park Purchase Agreement, Park had agreed to sell substantially all its assets associated with its non-ophthalmology pharmaceutical compounding business to Noice, including its pharmacy facility and equipment located in Irvine, California. The closing of the sale transaction was dependent on the California State Board of Pharmacy approving of the sale and issuing a temporary pharmacy and sterile license permit to Noice, which did not occur and led to Park ceasing operations at the close of business on August 27, 2019. As a result, the Company restructured its Park business, ceased operations at its Irvine, California-based pharmacy, and facilitated the transition of certain compounded formulations and related equipment from Park to the Company’s New Jersey-based compounded pharmaceutical production facilities (the “Park Restructuring”). As a result of the Park Restructuring, the Company incurred non-cash impairment costs of approximately $3,781 related to assets held at Park, primarily associated with property, plant, equipment, inventory, goodwill and other intangible assets, and $480 in one-time costs related to severance packages and other costs associated with the Park Restructuring during the year ended December 31, 2019.

The Company has reduced the Park compounded product formulary to seven base formulations, based on factors including unit order volumes, revenues and gross margin percentages, and ImprimisRx retained approximately half of Park’s historical revenues during the first quarter of 2020.

Fair Value Measurements

Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The established fair value hierarchy prioritizes the use of inputs used in valuation methodologies into the following three levels:

●	Level 1: Applies to assets or liabilities for which there are quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available.
●	Level 2: Applies to assets or liabilities for which there are significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
●	Level 3: Applies to assets or liabilities for which there are significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. For example, Level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method.

At December 31, 2020 and 2019, the Company measured its investment in Eton on a recurring basis. The Company’s investment in Eton is classified as Level 1 as the fair value is determined using quoted market prices in active markets for the same securities. As of December 31, 2020 and 2019, the fair market value of the Company’s investment in Eton was $28,455 and $25,200, respectively.

The Company’s financial instruments include cash and cash equivalents, restricted cash, investment in Eton, accounts receivable, accounts payable and accrued expenses, accrued payroll and related liabilities, deferred revenue and customer deposits, loans payable and operating and finance lease liabilities. The carrying amount of these financial instruments, except for loans payable and operating and finance lease liabilities, approximates fair value due to the short-term maturities of these instruments. The Company’s restricted cash which is comprised of short-term investments are carried at amortized cost, which approximates fair value. Based on borrowing rates currently available to the Company, the carrying values of the loans payable and operating and finance lease liabilities approximate their respective fair values.

Stock-Based Compensation

All stock-based payments to employees, directors and consultants, including grants of stock options, warrants, restricted stock units (“RSUs”) and restricted stock, are recognized in the consolidated financial statements based upon their estimated fair values. The Company uses the Black-Scholes-Merton option pricing model and Monte Carlo simulation model to estimate the fair value of stock-based awards. The estimated fair value is determined at the date of grant. The financial statement effect of forfeitures is estimated at the time of grant and revised, if necessary, if the actual effect differs from those estimates.

Basic and Diluted Net Income (Loss) per Common Share

Basic net income (loss) per common share is computed by dividing income (loss) attributable to common stockholders for the period by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share is computed by dividing the income (loss) attributable to common stockholders for the period by the weighted average number of common and common equivalent shares, such as stock options and warrants, outstanding during the period.

Basic and diluted net income (loss) per share is computed using the weighted average number of shares of common stock outstanding during the period. Common stock equivalents (using the treasury stock or “if converted” method) from stock options, unvested restricted stock units (“RSUs”) and warrants were 5,411,929 and 4,848,459 at December 31, 2020 and 2019, respectively, and are excluded in the calculation of diluted net income (loss) per share for the periods presented, because the effect is anti-dilutive for that time period. Included in the basic and diluted net income (loss) per share calculation were RSUs awarded to directors that had vested, but the issuance and delivery of the shares are deferred until the director resigns. The number of shares underlying vested RSUs at December 31, 2020 and 2019 was 200,463 and 324,303, respectively.

The following table shows the computation of basic net income (loss) per share of common stock for the years ended December 31, 2020 and 2019 (in 000’s, except share and per share amounts):

	2020			2019
	For the Year Ended December 31,
	2020			2019

Numerator – net (loss) income attributable to Harrow Health, Inc.	$	(3,357	)	$	168
Denominator – weighted average number of shares outstanding, basic		25,895,352			25,323,159
Net (loss) income per share, basic	$	(0.13	)	$	0.01

For the year end December 31, 2019, the Company computed diluted net income per share using the weighted-average number of common shares and dilutive common equivalent shares outstanding during that period. Diluted common equivalent shares for the year ended December 31, 2019 consisted of the following (in 000’s, except share and per share amounts):

	For the Year Ended
	December 31, 2019
Diluted shares related to:
Warrants		488,498
Stock options		654,441
Dilutive common equivalent shares		1,142,939

The following table shows the computation of diluted net income per share using the weighted-average number of common shares and dilutive common equivalent shares outstanding for the year ended December 31, 2019 (in 000’s, except share and per share amounts):

	December 31, 2019
	For the Year Ended
	December 31, 2019

Numerator – net income	$	168
Weighted average number of shares outstanding, basic		25,323,159
Dilutive common equivalents		1,142,939
Denominator – number of shares used for diluted earnings per share computation		26,466,098
Net income per share, diluted	$	0.01

Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with a forward-looking expected credit loss model which will result in earlier recognition of credit losses. The Company adopted ASU 2016-13 on January 1, 2020, and adoption of the standard did not have a material effect on the Company’s consolidated financial position, results of operations and cash flows.

In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other. This guidance simplifies the accounting for goodwill impairment for all entities by requiring impairment charges to be based on the first step in the current two-step impairment test under ASC 350. The updated standard eliminates the requirement to calculate a goodwill impairment charge using Step 2. If a reporting unit’s carrying amount exceeds its fair value, an entity will record an impairment charge based on that difference. The impairment charge will be limited to the amount of goodwill allocated to that reporting unit. The Company adopted ASU 2017-04 on January 1, 2020, and adoption of the standard did not have a material effect on the Company’s consolidated financial position, results of operations and cash flows.

In August 2018, the FASB issued ASU 2018-13, Changes to Disclosure Requirements for Fair Value Measurements, which improved the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements. The Company adopted ASU 2018-13 on January 1, 2020, and adoption of the standard did not have a material effect on the Company’s consolidated financial position, results of operations and cash flows.

Recently Issued Accounting Pronouncements

In December 2019, the FASB issued ASU 2019-12, Income Taxes: Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes. This guidance will be effective for the Company in the first quarter of 2021 on a prospective basis, and early adoption is permitted. The Company does not expect a material impact of the new guidance on its consolidated financial statements.

Reclassifications

Certain prior period items and amounts have been reclassified to conform to the classifications used to prepare the consolidated financial statements for the year ended December 31, 2020. These reclassifications had no material impact on the Company’s consolidated financial position, results of operations, or cash flows as previously reported.

REVENUES

12 Months Ended

Dec. 31, 2020

Revenue from Contract with Customer [Abstract]

REVENUES

NOTE 3. REVENUES

The Company accounts for contracts with customers in accordance with ASC 606, Revenues from Contracts with Customers. The Company has three primary streams of revenue: (1) revenue recognized from our sale of products within our pharmacy services (2) revenue recognized from a commission agreement with a third party and (3) revenue recognized from intellectual property license and asset purchase agreements.

Product Revenues from Pharmacy Services

The Company sells prescription drugs directly through our pharmacy and outsourcing facility network. Revenue from our pharmacy services divisions includes: (i) the portion of the price the client pays directly to us, net of any volume-related or other discounts paid back to the client, (ii) the price paid to us by individuals, and (iii) customer copayments made directly to the pharmacy network. Sales taxes are not included in revenue. Following the core principles of ASC 606, we have identified the following:

1.	Identify the contract(s) with a customer: A contract exists with a customer at the time the prescription or order is received by the Company.
2.	Identify the performance obligations in the contract: The order received contains the performance obligations to be met, in almost all cases the product the customer is wishing to receive. If we are unable to be meet the performance obligation the customer is notified.
3.	Determine the transaction price: the transaction price is based on the product being sold to the customer, and any related customer discounts. These amounts are pre-determined and built into our order management software.
4.	Allocate the transaction price to the performance obligations in the contract: The transaction price associated with the product(s) being ordered is allocated according to the pre-determined amounts.
5.	Recognize revenue when (or as) the entity satisfies a performance obligation: At the time of shipment from the pharmacy or outsourcing facility the performance obligation has been met.

The following revenue recognition policy has been established for the pharmacy services division:

Revenues generated from prescription or office use drugs sold by our pharmacies and outsourcing facility are recognized when the prescription is shipped. At the time of shipment, the pharmacy services division has performed substantially all of its obligations under its client contracts and does not experience a significant level of returns or reshipments. Determination of criteria (3) and (4) is based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. The Company records reductions to revenue for discounts at the time of the initial sale. Estimated returns and allowances and other adjustments are provided for in the same period during which the related sales are recorded and are based on actual returns history. The rate of returns is analyzed annually to determine historical returns experience. If the historical data we use to calculate these estimates do not properly reflect future returns, then a change in the allowance would be made in the period in which such a determination is made and revenues in that period could be materially affected. The Company will defer any revenues received for a product that has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered and no refund will be required.

Commission Revenues

During the year ended December 31, 2020, the Company entered into an agreement whereby it is paid a fee calculated based on sales it generates from a pharmaceutical product that is owned by a third party. The revenue earned from this arrangement is recognized at the time a customer has ordered the pharmaceutical product and it has shipped from the third party (or one of its distributors or affiliates), at which point there is no future performance obligation required by the Company and no consequential continuing involvement on the part of the Company to recognize the associated revenue.

Intellectual Property License Revenues

The Company currently holds five intellectual property license and related agreements in which the Company has promised to grant a license or sale which provides a customer with the right to access the Company’s intellectual property. License arrangements may consist of non-refundable upfront license fees, data transfer fees, research reimbursement payments, exclusive license rights to patented or patent pending compounds, technology access fees, and various performance or sales milestones. These arrangements can be multiple-element arrangements, the revenue of which is recognized at the point of time the performance obligation is met.

Non-refundable fees that are not contingent on any future performance by the Company and require no consequential continuing involvement on the part of the Company are recognized as revenue when the license term commences and the licensed data, technology, compounded drug preparation and/or other deliverable is delivered. Such deliverables may include physical quantities of compounded drug preparations, design of the compounded drug preparations and structure-activity relationships, the conceptual framework and mechanism of action, and rights to the patents or patent applications for such compounded drug preparations. The Company defers recognition of non-refundable fees if it has continuing performance obligations without which the technology, right, product or service conveyed in conjunction with the non-refundable fee has no utility to the licensee and that are separate and independent of the Company’s performance under the other elements of the arrangement. In addition, if the Company’s continued involvement is required, through research and development services that are related to its proprietary know-how and expertise of the delivered technology or can only be performed by the Company, then such non-refundable fees are deferred and recognized over the period of continuing involvement. Guaranteed minimum annual royalties are recognized on a straight-line basis over the applicable term.

Revenue disaggregated by revenue source for the years ended December 31, 2020 and 2019, consists of the following:

SCHEDULE OF DISAGGREGATED REVENUE

	2020		2019
	For the Years Ended December 31,
	2020		2019
Product sales, net	$	48,479	$	51,137
Commissions		356		-
License		36		28
Total revenues	$	48,871	$	51,165

Deferred revenue and customer deposits at December 31, 2020 and 2019, were $66 and $57, respectively. All deferred revenue and customer deposit amounts at December 31, 2019 were recognized as revenue during the year ended December 31, 2020.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

+ Details

INVESTMENT IN MELT PHARMACEUTICALS, INC. AND AGREEMENTS - RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2020

Investments, Debt and Equity Securities [Abstract]

INVESTMENT IN MELT PHARMACEUTICALS, INC. AND AGREEMENTS - RELATED PARTY TRANSACTIONS

NOTE 4. INVESTMENT IN MELT PHARMACEUTICALS, INC. AND AGREEMENTS - RELATED PARTY TRANSACTIONS

In December 2018, the Company entered into an asset purchase agreement with Melt (the “Melt Asset Purchase Agreement”). Pursuant to the terms of the Melt Asset Purchase Agreement, Melt was assigned certain intellectual property and related rights from the Company to develop, formulate, make, sell, and sub-license certain Company conscious sedation and analgesia related formulations (collectively, the “Melt Products”). Under the terms of the Melt Asset Purchase Agreement, Melt is required to make mid-single digit royalty payments to the Company on net sales of the Melt Products while any patent rights remain outstanding, as well as other conditions. In January and March 2019, the Company entered into the Melt Series A Preferred Stock Agreement, see also Note 2, under the subheading Investment in Melt Pharmaceuticals, Inc.

In February 2019, the Company and Melt entered into a Management Services Agreement (the “Melt MSA”), whereby the Company provides to Melt certain administrative services and support, including bookkeeping, web services and human resources related activities, and Melt is required to pay the Company a monthly amount of $10.

As of December 31, 2020 and 2019, the Company was due $851 and $722, respectively, from Melt for reimbursable expenses and amounts due under the Melt MSA. Melt did not make any payments to the Company during the year ended December 31, 2020 and paid the Company $50 during the year ended December 31, 2019.

The Company’s Chief Executive Officer, Mark L. Baum, and Chief Medical Officer, Larry Dillaha, are members of the Melt board of directors, and several employees of the Company (including Mr. Baum, Mr. Dillaha and the Company’s Chief Financial Officer, Andrew Boll) entered into consulting agreements and provide consulting services to Melt.

The unaudited condensed results of operations information of Melt is summarized below:

SCHEDULE OF CONDENSED INCOME STATEMENT

	For the Years Ended December 31,
	2020			2019
Revenues, net	$	-		$	-
Loss from operations		5,019			4,381
Net loss	$	(5,019	)	$	(4,381	)

The unaudited condensed balance sheet information of Melt is summarized below:

SCHEDULE OF CONDENSED BALANCE SHEET

	December 31,
	2020		2019
Current assets	$	2,947	$	7,449
Non current assets		11		5
Total assets	$	2,958	$	7,454

Total liabilities	$	1,778	$	1,691
Total preferred stock and stockholders’ equity		1,180		5,763
Total liabilities and stockholders’ equity	$	2,958	$	7,454

INVESTMENT IN SURFACE OPHTHALMICS, INC. AND AGREEMENTS - RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2020

Investment In Surface Ophthalmics Inc. And Agreements - Related Party Transactions

INVESTMENT IN SURFACE OPHTHALMICS, INC. AND AGREEMENTS - RELATED PARTY TRANSACTIONS

NOTE 5. INVESTMENT IN SURFACE OPHTHALMICS, INC. AND AGREEMENTS - RELATED PARTY TRANSACTIONS

The Company entered into an asset purchase and license agreement with Surface in 2017 and amended it in April 2018 (the “Surface License Agreements”). Pursuant to the terms of the Surface License Agreements, the Company assigned and licensed to Surface certain intellectual property and related rights associated with Surface’s drug candidates (collectively, the “Surface Products”). Surface is required to make mid-single-digit royalty payments to the Company on net sales of the Surface Products while any patent rights remain outstanding.

As of December 31, 2020, the Company owned 3,500,000 shares of Surface common stock (approximately 30% of the issued and outstanding equity interests). A Company director, Richard L. Lindstrom, and the Company’s Chief Executive Officer, Mark L. Baum, are directors of Surface. Surface is required to make royalty payments to Dr. Lindstrom of 3% of net sales of certain Surface Products while certain patent rights remain outstanding. Dr. Lindstrom is also a principal of Flying L Partners, an affiliate of the funding investor who purchased the Surface Series A Preferred Stock. Several employees and a director of the Company (including Mr. Baum and Dr. Lindstrom) entered into consulting agreements and provided consulting services to Surface.

The unaudited condensed results of operations information of Surface is summarized below:

SUMMARY OF CONDENSED INCOME STATEMENT

	For the Years Ended December 31,
	2020			2019
Revenues, net	$	-		$	-
Loss from operations		8,109			4,000
Net loss	$	(8,109	)	$	(4,000	)

The unaudited condensed balance sheet information of Surface is summarized below:

SUMMARY OF CONDENSED BALANCE SHEET

	December 31,
	2020		2019
Current assets	$	9,074	$	15,942
Non current assets		45		47
Total assets		9,119		15,989

Total liabilities	$	1,666	$	619
Total stockholders’ equity		7,453		15,370
Total liabilities and stockholders’ equity	$	9,119	$	15,989

RESTRICTED CASH

12 Months Ended

Dec. 31, 2020

Disclosure Restricted Cash Abstract

RESTRICTED CASH

NOTE 6. RESTRICTED CASH

The restricted cash at December 31, 2020 and 2019 consisted of funds held in a money market account. At December 31, 2020 and 2019, the restricted cash was recorded at amortized cost, which approximates fair value.

At December 31, 2020 and 2019, the funds held in a money market account of $200 were classified as a current asset. The money market account funds are required as collateral as additional security for the Company’s New Jersey facility lease.

INVENTORIES

12 Months Ended

Dec. 31, 2020

Inventory Disclosure [Abstract]

INVENTORIES

NOTE 7. INVENTORIES

Inventories are comprised of finished compounded formulations, over-the-counter and prescription retail pharmacy products, commercial pharmaceutical products, related laboratory supplies and active pharmaceutical ingredients. The composition of inventories as of December 31, 2020 and 2019 was as follows:

SCHEDULE OF INVENTORIES

	2020		2019
	December 31,
	2020		2019
Raw materials	$	2,501	$	2,405
Work in progress		17		20
Finished goods		1,444		876
Total inventories	$	3,962	$	3,301

PREPAID EXPENSES AND OTHER CURRENT ASSETS

12 Months Ended

Dec. 31, 2020

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

PREPAID EXPENSES AND OTHER CURRENT ASSETS

NOTE 8. PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consisted of the following:

	2020		2019
	December 31,
	2020		2019
Prepaid insurance	$	160	$	123
Other prepaid expenses		401		358
Deposits and other current assets		190		105
Total prepaid expenses and other current assets	$	751	$	586

PROPERTY, PLANT AND EQUIPMENT

12 Months Ended

Dec. 31, 2020

Property, Plant and Equipment [Abstract]

PROPERTY, PLANT AND EQUIPMENT

NOTE 9. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, net at December 31, 2020 and 2019 consisted of the following:

	2020			2019
	December 31,
	2020			2019
Property, plant and equipment, net:
Computer software and hardware	$	1,707		$	1,732
Furniture and equipment		418			363
Lab and pharmacy equipment		3,426			3,164
Leasehold improvements		5,720			5,510
		11,271			10,769
Accumulated depreciation and amortization		(6,818	)		(5,394	)
	$	4,453		$	5,375

During the year ended December 31, 2020, the Company disposed of property, plant and equipment with a net book value of $105 related to the discontinued use of certain computer software and hardware and was included within other (loss) income of the consolidated statements of operations. The Company recorded depreciation and amortization expense of $1,880 and $1,936 during the years ended December 31, 2020 and 2019, respectively.

INTANGIBLE ASSETS AND GOODWILL

12 Months Ended

Dec. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS AND GOODWILL

NOTE 10. INTANGIBLE ASSETS AND GOODWILL

The Company’s intangible assets at December 31, 2019 consisted of the following:

SCHEDULE OF INTANGIBLE ASSETS

	Amortization
	periods			Accumulated						Net
	(in years)	Cost		amortization			Impairment			Carrying value
Patents	17-19 years	$	1,102	$	(97	)	$	(259	)	$	746
Licenses	20 years		50		(5	)		-			45
Trademarks	Indefinite		340		-			-			340
Customer relationships	3-15 years		3,000		(1,165	)		(630	)		1,205
Trade name	5 years		16		(14	)		(2	)		-
Non-competition clause	3-4 years		294		(274	)		(20	)		-
State pharmacy licenses	25 years		45		(9	)		(35	)		1
		$	4,847	$	(1,564	)	$	(946	)	$	2,337

During the year ended December 31, 2019, the Company incurred impairment charges of $612 related to intangible assets, including customer relationships, trade name, and state pharmacy licenses as a part of the Park Restructuring and $259 of impairment charges related to patents associated with the termination of an asset agreement.

The Company’s intangible assets at December 31, 2020 consisted of the following:

	Amortization
	periods			Accumulated						Net
	(in years)	Cost		amortization			Impairment			Carrying value
Patents	17-19 years	$	929	$	(93	)	$	(363	)	$	473
Licenses	20 years		50		(6	)		-			44
Trademarks	Indefinite		356		-			-			356
Customer relationships	3-15 years		1,519		(454	)		-			1,065
Trade name	5 years		5		(5	)		-			-
Non-competition clause	3-4 years		50		(50	)		-			-
State pharmacy licenses	25 years		8		(7	)		-			1
		$	2,917	$	(615	)	$	(363	)	$	1,939

During the year ended December 31, 2020, the Company recorded impairment charges of $363 related to patent filings and trademarks that were abandoned and/or were associated with products the Company was no longer actively selling.

Amortization expense for intangible assets for the years ended December 31, 2020 and 2019 were as follows:

	For the Years Ended December 31,
	2020		2019
Patents	$	32	$	48
Licenses		1		5
Customer relationships		134		151
Trade name		-		1
State pharmacy licenses		-		4
	$	167	$	209

Estimated future amortization expense for the Company’s intangible assets at December 31, 2020 is as follows:

Years ending December 31,	Dec
2021		187
2022		187
2023		187
2024		160
2025		147
Thereafter		715
Intangible assets	$	1,583

There were no changes in the carrying value of the Company’s goodwill during the year ended December 31, 2020. Changes in the carrying value of the Company’s goodwill during the year ended December 31, 2019 were as follows:

SCHEDULE OF GOODWILL

		Dec
Balance at December 31, 2018	$	2,227
Impairment of Park goodwill (see Note 2)		(1,895	)
Balance at December 31, 2019	$	332

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

12 Months Ended

Dec. 31, 2020

Payables and Accruals [Abstract]

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

NOTE 11. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses at December 31, 2020 and 2019 consisted of the following:

	2020			2019
	December 31,
	2020			2019
Accounts payable	$	3,645		$	7,409
Other accrued expenses		49			49
Accrued interest (see Note 12)		238			244
Accrued exit fee for note payable (see Note 12)		800			800
Total accounts payable and accrued expenses		4,732			8,502
Less: Current portion		(3,932	)		(7,702	)
Non-current total accrued expenses	$	800		$	800

DEBT

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

DEBT

NOTE 12. DEBT

SWK Senior Note – 2017

In July 2017, the Company entered into a term loan and security agreement in the principal amount of $16,000 (the “SWK Loan Agreement” or “SWK Loan”) with SWK Funding LLC and its partners (“SWK”), as lender and collateral agent. The SWK Loan Agreement was fully funded at closing with a five-year term, however, such term could be reduced to four years if certain revenue requirements are not achieved.

Prior to the loan refinance in May 2019 (see below), the SWK Loan bore interest at a variable rate equal to the three-month London Inter-Bank Offered Rate (subject to a minimum of 1.50% and maximum of 3.00%), plus an applicable margin of 10.50%. The SWK Loan Agreement permitted the Company to pay interest only on the principal amount borrowed thereunder for the first six payments (payments are due on a quarterly basis), which interest-only period could have been reduced to four payments if the Company had not met certain minimum revenue requirements. Following the interest-only period, the Company was required to pay interest, plus repayments of the principal amount borrowed under the SWK Loan Agreement, in quarterly payments, which shall not exceed $750 per quarter. All amounts owed under the SWK Loan Agreement, including an exit fee equal to 5% of the aggregate principal amount loaned thereunder, were originally due and payable on July 19, 2022. The Company is obligated under the SWK Loan Agreement to pay for certain expenses incurred by SWK through and after the date of the SWK Loan Agreement, including certain fees and expenses relating to the preparation and administration of the SWK Loan Agreement. The Company incurred expenses and an exit fee of approximately $1,282 in connection with the SWK Loan Agreement. The exit fee and expenses were recorded as a debt discount and are being amortized as interest expense over the term of the SWK Loan using the effective interest rate method and the related liability of $800 for the exit fee is included in accrued expenses (see Note 11) in the accompanying consolidated balance sheets as of December 31, 2020 and 2019.

In connection with the SWK Loan Agreement, the Company issued to SWK warrants to purchase up to 415,586 shares of the Company’s common stock (the “Lender Warrants”) with an exercise price of $3.08. In August 2017, the Company and SWK amended the warrants, to allow for the purchase of up to 615,386 warrants with an exercise price of $2.08. The Lender Warrants are exercisable immediately, and have a term of seven years. The Lender Warrants are subject to a cashless exercise feature, with the exercise price and number of shares issuable upon exercise subject to change in connection with stock splits, dividends, reclassifications and other conditions. The relative fair value of the Lender Warrants was approximately $982 and was estimated using the Black-Scholes-Merton option pricing model with the following assumptions: fair value of the Company’s common stock at issuance of $2.08 per share; seven-year contractual term; 113.5% volatility; 0% dividend rate; and a risk-free interest rate of 1.77%. The relative fair value of the Lender Warrants was recorded as a debt discount which is being amortized as interest expense over the term of the SWK Loan using the effective interest rate method.

SWK Refinance – May 2019

In May 2019, the Company entered into a joinder and amendment (the “Amendment”) to the SWK Loan and with SWK, as lender and collateral agent. A summary of the material changes contained in the Amendment are as follows:

	●	The interest rate calculation that the loan bears is now equal to the three-month London Inter-Bank Offered Rate (subject to a minimum of 2.00%), plus an applicable margin of 10.00% (the “Margin Rate”); provided that, if, two days prior to a payment date, the Company provides SWK evidence that the Company has achieved a leverage ratio as of such date of less than 4.00:1:00, the Margin Rate shall equal 9.00%; and if the Company has achieved a leverage ratio as of such date of less than 3.00:1:00, the Margin Rate shall equal 7.00%;

	●	Leverage ratio in the Amendment means, as of any date of determination, the ratio of: (a) indebtedness as of such date to (b) EBITDA (as defined in the SWK Loan), of the Company for the immediately preceding twelve (12) month period, adding-back (i) actual litigation expenses for the immediately preceding twelve (12) month period, minus (ii) actual litigation expenses for the immediately preceding three (3) month period multiplied by four (4);

	●	The definition of the first amortization date was changed to May 14, 2020, permitting the Company to pay interest only on the principal amount loaned for the next four payments (payments are due on a quarterly basis) following the Amendment;

	●	Subject to the satisfaction of certain revenue and market capitalization requirements and conditions, SWK agreed to make available to the Company an additional principal amount of up to $5,000; and

	●	The maturity date was changed to July 19, 2023.

Related to the Amendment, the Company incurred expenses related to legal and lender costs of $282 that are included in debt discount and will be amortized over the remaining term of the SWK Loan.

In addition to the terms described above, the Amendment joined the Company’s recently created subsidiaries to the SWK Loan and added definitions related to excluded subsidiaries that are not considered co-borrowers and are subsidiaries of the Company which the Company believes it will eventually deconsolidate from its financial statements and lose 50% or more of the equity interests of the subsidiary.

Second Amendment to SWK Loan

On April 1, 2020, the Company and several of its wholly owned subsidiaries entered into a second amendment (the “SWK Second Amendment”) to the SWK Loan with SWK. A summary of the material changes contained in the SWK Second Amendment are as follows:

	●	SWK agreed to make available to the Company, and the Company drew down on, an additional principal amount of $1,000;

	●	The definition of the first amortization date was changed to August 14, 2020, permitting the Company to pay interest only on the principal amount loaned for the next payment (payments are due on a quarterly basis) following the SWK Second Amendment; and

	●	The interest payment of $358 due May 14, 2020 was paid in-kind by increasing the principal amount of the term loans by an amount equal to the interest accrued as of such date.

Interest expense related to the SWK Loan Agreement, as amended, amounted to $1,768 and $1,960 for the years ended December 31, 2020 and 2019, respectively, and included amortization of debt issuance costs and discount of $457 and $512 for the years ended December 31, 2020 and 2019, respectively.

Paycheck Protection Program Loan

In April 2020, the Company entered into an unsecured promissory note and related Business Loan Agreement with Renasant Bank, as lender, for a loan (the “PPP Loan”) in the principal amount of $1,967 and received cash proceeds of the same amount, pursuant to the Paycheck Protection Program (the “PPP”) under the Federal Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted March 27, 2020. The PPP is administered by the U.S. Small Business Administration (the “SBA”).

Under the terms of the PPP Loan, interest accrues on the outstanding principal at the rate of 1.0% per annum. The term of the PPP Loan is two years, unless payment is sooner required in connection with an event of default under the PPP Loan. To the extent the PPP Loan amount is not forgiven under the PPP, the Company is obligated to make equal monthly payments of principal and interest, beginning seven months from the date of the PPP Loan, until the maturity date.

The CARES Act and the PPP provide a mechanism for forgiveness of up to the full amount borrowed. Under the PPP, the Company applied for forgiveness for all of the PPP Loan during the year ended December 31, 2020, however the SBA has not made a decision related to the Company’s application for forgiveness. The amount of loan proceeds eligible for forgiveness is based on a formula that takes into account a number of factors, including the amount of loan proceeds used by the Company during the 24-week period after the loan origination for certain purposes including payroll costs, interest on certain mortgage obligations, rent payments on certain leases, and certain qualified utility payments (it being anticipated that at least 75% of the loan amount will be required to be used for eligible payroll costs); the employer maintaining or rehiring employees and maintaining salaries at certain levels; and other factors. Subject to the other requirements and limitations on loan forgiveness, only loan proceeds spent on payroll and other eligible expenses during the covered twenty-four-week period will qualify for forgiveness. While the Company has used proceeds from the PPP Loan for such qualifying expenses, in particular maintaining continuity of its payroll and workforce (including staff critical to the timely production and dispensing of medicines the Company produces), no assurance can be provided that the Company will obtain forgiveness of the PPP Loan in whole or in part. No interest expense was recognized for the year ended December 31, 2020 related to the PPP Loan.

At December 31, 2020, future minimum payments under the Company’s debt were as follows:

SUMMARY OF FUTURE MINIMUM PAYMENTS

	Amount
2021	$	5,794
2022		4,700
2023		9,511
Total minimum payments		20,005
Less: amount representing interest		(2,927	)
Notes payable, gross		17,078
Less: unamortized discount		(802	)
Notes payable		16,276
Less: current portion, net of unamortized discount		(3,898	)
Note payable, net of current portion and unamortized debt discount	$	12,378

LEASES

12 Months Ended

Dec. 31, 2020

Leases [Abstract]

LEASES

NOTE 13. LEASES

The Company leases office and laboratory space under the non-cancelable operating leases listed below. These lease agreements have remaining lease terms between one to four years and contain various clauses for renewal at the Company’s option.

	●	An operating lease for 10,200 square feet of office space in San Diego, California, that expires in December 2021, with an option to extend the term for a five-year period;

	●	An operating lease for 26,400 square feet of lab, warehouse and office space in Ledgewood, New Jersey, that expires in July 2026, with an option to extend the term for two additional five-year periods. This includes an amendment that was made effective July 2020 that extended the term of the original lease and added 1,400 of additional square footage to the lease; and

	●	An operating lease for 5,500 square feet of office space in Nashville, Tennessee, that expires in December 2024, with an option to extend the term for two additional five-year periods.

During the year ended December 31, 2020, the Company terminated its operating lease for 4,500 square feet of office and lab space in Irvine, California, that had an expiration date in December 2020. In connection with the termination, the Company recorded a gain of $4 which was recognized in other income (expense) on the consolidated statements of operations.

At December 31, 2020 and 2019, the weighted-average discount rate and the weighted-average remaining lease term for the operating leases held by the Company were 6.3% and 6.3% and 11.2 and 10.21 years, respectively.

During the years ended December 31, 2020 and 2019, cash paid for amounts included for the operating lease liabilities was $1,052 and $905, respectively, and the Company recorded operating lease expense of $1,066 and $892, respectively, included in selling, general and administrative expenses.

Future lease payments under operating leases (including options to extend) as of December 31, 2020 were as follows:

	Dec 31, 2020
	Operating Leases
2021	$	1,017
2022		1,038
2023		1,064
2024		1,090
2025		916
Thereafter		5,141
Total minimum lease payments		10,266
Less: amount representing interest payments		(3,034	)
Total operating lease liabilities		7,232
Less: current portion, operating lease liabilities		(580	)
Operating lease liabilities, net of current portion	$	6,652

The Company also has a finance lease for equipment which requires monthly payments of $1 through January 2024.

Future lease payments under the finance lease as of December 31, 2020 were as follows:

	Dec 31, 2020
	Finance Lease
2021	$	9
2022		9
2023		9
2024		1
Total minimum lease payments		28
Less: amount representing interest payments		(3	)
Present value of future minimum lease payments		25
Less: current portion, finance lease obligation		(8	)
Finance lease obligation, net of current portion	$	17

At December 31, 2020 and 2019, the weighted-average discount rate and the weighted-average remaining lease term for the finance lease held by the Company were 6.36% and 6.36% and 3.08 and 4.08 years, respectively.

For the years ended December 31, 2020 and 2019:

	●	debt discount amortization related to a finance lease obligation was $0 and $17, respectively;

	●	amortization expense related to the equipment held under the finance lease obligations was $8 and $150, respectively; and

	●	cash paid and expense recognized for interest expense related to the finance lease obligation was $2 and $18, respectively.

STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 2020

Equity [Abstract]

STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION

NOTE 14. STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION

Common Stock

At December 31, 2020 and 2019, the Company had 50,000,000 shares of common stock, $0.001 par value, authorized, respectively.

Issuances During the Year Ended December 31, 2019

During the year ended December 31, 2019:

	●	the Company issued 15,000 shares of its restricted common stock, with a fair value of $75, as consideration for commission expenses incurred during the year ended December 31, 2018;

	●	the Company issued 27,671 shares of its common stock upon the cashless exercise of options to purchase 82,929 shares of common stock, with exercise prices ranging from $1.70 to $4.17 per share, net of 8,806 shares of common stock withheld for payroll tax withholdings totaling $50;

	●	the Company issued 2,122 shares of its common stock upon the exercise of options to purchase 2,122 shares of common stock, with exercise prices ranging from $1.70 to $3.20 per share, and received net proceeds of $6;

	●	the Company issued 688,473 shares of its common stock upon the cashless exercise of warrants to purchase 964,532 shares of common stock with an exercise price of $1.79 per share;

	●	the Company issued 454,055 shares of its common stock upon the exercise of warrants to purchase 454,055 shares of common stock with an exercise price of $1.79 per share, and received net proceeds of $813; and

	●	the Company issued 87,610 shares of its common stock underlying RSUs issued to directors vested, but the issuance and delivery of these shares are deferred until the director resigns.

Issuances During the Year Ended December 31, 2020

During the year ended December 31, 2020:

	●	the Company issued 30,000 shares of its restricted common stock, with an initial fair value of $167, as consideration for commission expenses incurred during the year ended December 31, 2019 and the year ended December 31, 2020;

	●	the Company issued 4,161 shares of its common stock upon the cashless exercise of options to purchase 16,750 shares of common stock, with exercise prices ranging from $1.70 to $4.05 per share, net of 3,564 shares of common stock withheld for payroll tax withholdings;

	●	the Company issued 2,998 shares of its common stock upon the exercise of options to purchase 2,998 shares of common stock, with exercise prices ranging from $3.04 to $3.20 per share, and paid $8 related to payroll tax withholdings;

	●	the Company issued 185,785 shares of its common stock underlying RSUs held by directors that resigned. The RSUs had previously vested, including 26,721 RSUs during the year ended December 31, 2020, but the issuance and delivery of the shares were deferred until the director resigned; and

	●	35,224 shares of the Company’s common stock underlying RSUs issued to directors vested, but the issuance and delivery of these shares are deferred until the resignation of a director.

Preferred Stock

At December 31, 2020 and 2019, the Company had 5,000,000 shares of preferred stock, $0.001 par value, authorized and no shares of preferred stock issued and outstanding.

Stock Option Plan

On September 17, 2007, the Company’s Board of Directors and stockholders adopted the Company’s 2007 Incentive Stock and Awards Plan, which was subsequently amended on November 5, 2008, February 26, 2012, July 18, 2012, May 2, 2013 and September 27, 2013 (as amended, the “2007 Plan”). The 2007 Plan reached its term in September 2017, and we can no longer issue additional awards under this plan, however, options previously issued under the 2007 Plan will remain outstanding until they are exercised, reach their maturity or are otherwise cancelled/forfeited. On June 13, 2017, the Company’s Board of Directors and stockholders adopted the Company’s 2017 Incentive Stock and Awards Plan (the “2017 Plan” together with the 2007 Plan, the “Plans”). As of December 31, 2020, the 2017 Plan provides for the issuance of a maximum of 2,000,000 shares of the Company’s common stock. The purpose of the Plans are to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons in the Company’s development and financial success. Under the Plans, the Company is authorized to issue incentive stock options intended to qualify under Section 422 of the Internal Revenue Code, non-qualified stock options, restricted stock units and restricted stock. The Plans are administered by the Compensation Committee of the Company’s Board of Directors. The Company had 342,882 shares available for future issuances under the 2017 Plan at December 31, 2020.

Stock Options

A summary of stock option activity under the Plan for the year ended December 31, 2020 is as follows:

SCHEDULE OF STOCK OPTION PLAN ACTIVITY

	Number of shares			Weighted Avg. Exercise Price		Weighted Avg. Remaining Contractual Life		Aggregate Intrinsic Value
Options outstanding - January 1, 2020		2,656,683		$	5.31
Options granted		414,500		$	6.44
Options exercised		(19,748	)	$	3.19
Options cancelled/forfeited		(21,402	)	$	12.77
Options outstanding - December 31, 2020		3,030,033		$	5.43		5.72	$	5,569
Options exercisable		1,908,849		$	4.49		5.25	$	5,051
Options vested and expected to vest		2,918,298		$	5.37		5.69	$	5,519

The aggregate intrinsic value in the table above represents the total pre-tax amount of the proceeds, net of exercise price, which would have been received by option holders if all option holders had exercised and immediately sold all options with an exercise price lower than the market price on December 31, 2020, based on the closing price of the Company’s common stock of $6.86 on that date.

The intrinsic value of the options exercised in 2020 was $50.

During the year ended December 31, 2020, the Company granted stock options to certain employees and a consultant. The stock options were granted with an exercise price equal to the current market price of the Company’s common stock, as reported by the securities exchange on which the common stock was then listed, at the grant date and have contractual terms of 10 years. Vesting terms for options granted to employees and consultants during the year ended December 31, 2020 generally included one of the following vesting schedules: 25% of the shares subject to the option vest and become exercisable on the first anniversary of the grant date and the remaining 75% of the shares subject to the option vest and become exercisable quarterly in equal installments thereafter over three years; and 100% of the shares subject to the option vest on a quarterly basis in equal installments over three years. Certain option awards provide for accelerated vesting if there is a change in control (as defined in the Plans) and in the event of certain modifications to the option award agreement.

On July 31, 2015, the Company granted to its Chief Executive Officer, Mark Baum, an option to purchase 600,000 shares of the Company’s common stock (the “Baum Performance Option”) at an exercise price of $7.87 per share under the 2007 Plan subject to the satisfaction of certain market-based vesting criteria. The market-based vesting criteria are separated into five tranches and require that the Company achieve and maintain certain average stock price targets ranging from $9 per share to $15 per share during the five year period following the grant date. On June 4, 2020, the Company amended the Baum Performance Option, to extend the vesting and contractual term by 5 years. The Company treated this amendment as a modification to the Baum Performance Option for accounting purposes. The fair value of the modification was $1,876 using a Monte Carlo simulation model with a five-year life, 70% volatility and a risk-free interest rate of 0.40%.

With the exception of the Baum Performance Option, the fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option pricing model. Beginning on April 1, 2019, the Company began calculating expected volatility based solely on the historical volatilities of the common stock of the Company. Prior to April 1, 2019, the expected volatility was based on the historical volatilities of the common stock of the Company and comparable publicly traded companies. The Company previously utilized this methodology based on its estimate that it had limited relevant historical data regarding the volatility of its stock price on which to base a meaningful estimate of expected volatility. The expected term of options granted was determined in accordance with the “simplified approach,” as the Company has limited, relevant, historical data on employee exercises and post-vesting employment termination behavior. The expected risk-free interest rate is based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. The financial statement effect of forfeitures is estimated at the time of grant and revised, if necessary, if the actual effect differs from those estimates. For option grants to employees and directors, the Company assigns a forfeiture factor of 10%. These factors could change in the future, which would affect the determination of stock-based compensation expense in future periods. Utilizing these assumptions, the fair value is determined at the date of grant.

The table below illustrates the fair value per share determined using the Black-Scholes-Merton option pricing model with the following assumptions used for valuing options granted to employees:

SCHEDULE OF FAIR VALUE ASSUMPTIONS

	2020			2019
Weighted-average fair value of options granted	$	3.86		$	3.72
Expected terms (in years)		0.50 - 6.11			5.07 - 7.00
Expected volatility		67 – 71	%		64 - 78	%
Risk-free interest rate		0.34 – 1.64	%		1.83 – 2.68	%
Dividend yield		-			-

The following table summarizes information about stock options outstanding and exercisable at December 31, 2020:

			Weighted
			Average		Weighted				Weighted
			Remaining		Average				Average
	Number		Contractual		Exercise		Number		Exercise
Range of Exercise Prices	Outstanding		Life in Years		Price		Exercisable		Price
$1.47 - $2.60		770,440		5.64	$	2.06		745,255	$	2.06
$3.04 - $4.50		517,002		5.75	$	3.98		438,873	$	3.98
$5.49 - $6.36		496,350		7.22	$	6.10		291,919	$	6.13
$6.64 - $8.99		1,246,241		5.17	$	7.85		432,802	$	8.09
$1.47 - $8.99		3,030,033		5.72	$	5.43		1,908,849	$	4.49

As of December 31, 2020, there was approximately $2,794 of total unrecognized compensation expense related to unvested stock options granted under the Plan. That expense is expected to be recognized over the weighted-average remaining vesting period of 3.96 years. The stock-based compensation for all stock options was $1,579 and $889 during the years ended December 31, 2020 and 2019, respectively.

Restricted Stock Units

RSU awards are granted subject to certain vesting requirements and other restrictions, including performance and market-based vesting criteria. The grant-date fair value of the RSUs, which has been determined based upon the market value of the Company’s common stock on the grant date, is expensed over the vesting period of the RSUs.

Grants During the Year Ended December 31, 2019

During the year ended December 31, 2019, 185,000 RSUs with a fair market value of $1,139 were issued to certain employees; the RSUs vest in full on the third anniversary of the grant date.

During the year ended December 31, 2019, the Company’s board of directors were granted 38,860 RSUs with a fair market value of $300 which vests on a quarterly basis, over a one-year term in equal installments, subject to the director’s continued service at the vesting date, but the issuance and delivery of these shares are deferred until the director resigns.

A summary of the Company’s RSU activity and related information for the year ended December 31, 2019 is as follows:

	Number of RSUs			Weighted Average Grant Date Fair Value
RSUs unvested - January 1, 2019		1,275,680		$	2.16
RSUs granted		223,860		$	6.43
RSUs vested		(87,610	)	$	3.42
RSUs cancelled/forfeited		-
RSUs unvested at December 31, 2019		1,411,930		$	2.76

Grants During the Year Ended December 31, 2020

During the year ended December 31, 2020, 161,000 RSUs with a fair market value of $1,025 were issued to certain employees; the RSUs vest in full on the third anniversary of the grant date.

During the year ended December 31, 2020, the Company’s board of directors were granted 90,524 RSUs with a fair market value $511 which vest on a quarterly basis, over a one-year term in equal installments, subject to the director’s continued service at the vesting date, but the issuance and delivery of these shares are deferred until the director resigns.

A summary of the Company’s RSU activity and related information for the year ended December 31, 2020 is as follows:

	Number of RSUs			Weighted Average Grant Date Fair Value
RSUs unvested - January 1, 2020		1,411,930		$	2.76
RSUs granted		251,524		$	6.11
RSUs vested		(61,945	)	$	6.46
RSUs cancelled/forfeited		-
RSUs unvested at December 31, 2020		1,601,509		$	3.14

As of December 31, 2020, the total unrecognized compensation expense related to unvested RSUs was approximately $1,363 which is expected to be recognized over a weighted-average period of 3.14 years, based on estimated vesting schedules. The stock-based compensation for RSUs was $1,167 and $879 during the years ended December 31, 2020 and 2019, respectively.

Subsidiary Stock-Based Transactions

Mayfield Pharmaceuticals, Inc. - 2019

During the year ended December 31, 2019:

	●	Mayfield issued 1,000,000 shares of its common stock to Elle in connection with the acquisition of certain drug candidate intellectual property and rights in February 2019;

	●	Mayfield issued 300,000 shares of its common stock to TGV in connection with the acquisition of certain drug candidate intellectual property and rights in July 2019; and

	●	the Company recognized $26 in stock-based compensation related to equity instruments granted by Mayfield for 2,450,000 shares of its restricted common stock that vest upon various performance based milestones and service periods to consultants of Mayfield, including Mayfield’s CEO candidate and to Harrow employees, including 725,000 shares to Mark Baum, CEO of the Company, and 362,500 shares to Andrew Boll, CFO of the Company.

Mayfield Pharmaceuticals, Inc. - 2020

During the year ended December 31, 2020:

	●	Mayfield repurchased 650,000 shares of its common stock from Elle, for an aggregate purchase price of $1;

	●	500,000 shares of Mayfield’s restricted common stock were forfeited by a consultant; and

	●	Mayfield issued 475,000 shares of its restricted common stock, with a fair value of $11, that vest upon various performance-based milestones and over a four-year service period to Mayfield’s Chief Executive Officer candidate.

During the year ended December 31, 2020, the Company recognized $20 in stock-based compensation for Mayfield stock options.

Stowe Pharmaceuticals, Inc. - 2019

In July 2019, Stowe agreed to issue 1,750,000 shares of its common stock to TGV in connection with the acquisition of certain drug candidate intellectual property and rights.

Visionology, Inc. - 2020

During the year ended December 31, 2020, Visionology granted 2,000,000 shares of its restricted common stock, with a fair value of $96 that vest upon various performance based milestones and service periods to consultants of Visionology, including Visionology’s CEO candidate and to Harrow employees, including 700,000 shares to Mark Baum, CEO of the Company, and 350,000 shares to Andrew Boll, CFO of the Company.

The Company recorded stock-based compensation (including issuance of common stock for services and accrual for stock-based compensation) related to equity instruments granted to employees, directors and consultants as follows:

	For the Years Ended December 31,
	2020		2019
Employees – selling, general and administrative	$	2,289	$	1,464
Directors – selling, general and administrative		473		300
Consultants – selling, general and administrative		96		259
Total	$	2,858	$	2,023

Warrants

From time to time, the Company issues warrants to purchase shares of the Company’s common stock to investors, lenders (see Note 12), underwriters and other non-employees for services rendered or to be rendered in the future.

A summary of warrant activity during the year ended December 31, 2020 is as follows:

SCHEDULE OF WARRANTS ACTIVITY

	Number of Shares Subject to Warrants Outstanding		Weighted Avg. Exercise Price

Warrants outstanding - January 1, 2020		780,386	$	2.12
Granted		-
Exercised		-		-
Expired		-		-
Warrants outstanding and exercisable - December 31, 2020		780,386	$	2.12
Weighted average remaining contractual life of the outstanding warrants in years - December 31, 2020		3.53

All warrants outstanding as of December 31, 2020 are included in the following table:

	Warrants Outstanding					Warrants Exercisable
		Warrants		Exercise		Warrants		Expiration
Warrant Series	Issue Date	Outstanding		Price		Exercisable		Date
Lender warrants	5/11/2015		125,000	$	1.79		125,000	5/11/2025
Settlement warrants	8/16/2016		40,000	$	3.75		40,000	8/16/2021
Lender warrants (see Note 12)	7/19/2017		615,386	$	2.08		615,386	7/19/2024
			780,386	$	2.12		780,386

INCOME TAXES

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 15. INCOME TAXES

The Company is subject to taxation in the United States, California, Florida, Georgia, Illinois, New Jersey, New York, Tennessee and Wisconsin. The Company’s income tax provision consists of the following:

SCHEDULE OF PROVISION FOR INCOME TAXES

	December 31,
	2020			2019
Current:
Federal	$	-		$	-
State		4			8
Total current expense		4			8

Deferred:
Federal		(771	)		669
State		138			(148	)
Change in valuation allowance		633			(521	)
Total deferred expense		-			-
Income tax provision	$	4		$	8

A reconciliation of income taxes computed by applying the statutory U.S. income tax rate to the Company’s loss before income tax provision to the income tax provision is as follows:

SCHEDULE OF INCOME TAX RECONCILIATION

	December 31,
	2020			2019
U.S. federal statutory tax rate		21.00	%		21.00	%
State tax benefit, net		(0.11	)%		(6.73	)%
Stock-based compensation		5.52	%		3.10	%
Other		(0.38	)%		(358.67	)%
Valuation allowance		(26.14	)%		334.57	%
Effective income tax rate		(0.11	)%		(6.73	)%

Deferred tax assets and liabilities reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:

	2020			2019
	December 31,
	2020			2019
Deferred tax assets (liabilities):
NOL’s	$	19,685		$	19,827
Depreciation and amortization		528			224
Other		413			641
Research and development credits		596			596
Deferred stock-based compensation		4,024			3,533
Basis difference in Melt		(398	)		(1,119	)
Basis difference in Surface		(502	)		(1,185	)
Basis difference in Eton		(8,626	)		(7,528	)
Capital losses		63			63
Park stock purchase identifiable intangibles		(274	)		(270	)
Limitation under 163(j)		195			299
ASC 842 lease liability		2,192			2,082
ASC 842 ROU asset		(2,061	)		(1,959	)
Total deferred tax assets, net		15,835			15,202
Valuation allowance		(15,835	)		(15,202	)
Net deferred tax assets	$	-		$	-

Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. The valuation allowance increased by $633 and decreased by $521 during 2020 and 2019, respectively.

At December 31, 2020, the Company has federal and state net operating loss carryforwards of approximately $62,856 and $60,908 which will begin to expire in 2027, unless previously utilized, and will begin to expire for state purposes in 2026. In addition, the Company has federal net operating loss carryforwards of $3,865 generated after 2017 that can be carried over indefinitely and may be used to offset up to 80% of federal taxable income. At December 31, 2020, the Company has federal and state research and development tax credits of approximately $354 and $305, respectively. The federal research tax credit begins to expire in 2026, unless previously utilized, and the state research and development tax credit has no expiration date.

Utilization of the net operating loss (“NOL”) and research and development (“R&D”) carryforwards maybe subject to a substantial annual limitation due to ownership change limitations that might have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), as well as similar state and foreign provisions. These ownership changes may limit the amount of NOL and R&D credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an “ownership change” as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders or public groups. Since the Company’s formation, the Company has raised capital through the issuance of capital stock on several occasions which, combined with the purchasing stockholders’ subsequent disposition of those shares, may have resulted in such an ownership change, or could result in an ownership change in the future upon subsequent disposition.

The Company has not completed a study to assess whether an ownership change or changes have occurred. If the Company has experienced an ownership change, utilization of the NOL or R&D credit carryforwards would be subject to an annual limitation under Section 382 of the Code, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate, and then could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the NOL or R&D credit carryforwards before utilization. Further, until a study is complete and any limitation is known, no amounts are being considered as an uncertain tax position or disclosed as an unrecognized tax benefit. Any carryforwards that will expire prior to utilization as a result of such limitations will be removed from deferred tax assets with a corresponding reduction of the valuation allowance.

As of December 31, 2020 and 2019, there were no unrecognized tax benefits included in the consolidated balance sheets that would, if recognized, affect the effective tax rate. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties in its consolidated balance sheets at December 31, 2020 and 2019, and has not recognized interest and/or penalties in the consolidated statements of operations for the years ended December 31, 2020 and 2019. The Company’s tax years since 2000 may be subject to examination by the federal and state tax authorities due to the carryforward of unutilized net operating losses.

- Definition

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

+ References + Details

EMPLOYEE SAVINGS PLAN

12 Months Ended

Dec. 31, 2020

Retirement Benefits [Abstract]

EMPLOYEE SAVINGS PLAN

NOTE 16. EMPLOYEE SAVINGS PLAN

The Company has established an employee savings plan pursuant to Section 401(k) of the Internal Revenue Code, effective January 1, 2014. The plan allows participating employees to deposit into tax deferred investment accounts up to 100% of their salary, subject to annual limits. The Company makes certain matching contributions to the plan in amounts up to 4% of the participants’ annual cash compensation, subject to annual limits. The Company contributed approximately $272 and $312 to the plan during the years ended December 31, 2020 and 2019, respectively.

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 17. COMMITMENTS AND CONTINGENCIES

Legal

Dr. Sobol

In December 2016, Louis L. Sobol, M.D. (“Sobol”) filed a lawsuit in the U.S. District Court for the Eastern District of Michigan, Southern Division against the Company, asserting claims on behalf of himself and an as-yet-uncertified class of consumers. The claims allege violations under the Telephone Consumer Protection Act, 47 U.S.C. § 227 via the Company’s alleged transmittal of advertisements to its clients via facsimile. The Court approved the parties’ proposed settlement agreement in the spring of 2019. During the year ended December 31, 2018, the Company accrued $640 for expected damages related to this matter and the proposed settlement amount. As a result of the low claim rate of approximately 1.4%, the Company’s total damages were $571, which was paid in October 2019. This formally resolved all known disputes between the parties.

Allergan USA

In September 2017, Allergan USA, Inc. (“Allergan”) filed a lawsuit in the U.S. District Court for the Central District of California against the Company, primarily claiming violations under the federal Lanham Act and California’s Sherman Act. The Court granted in part and denied in part each parties’ motions for summary judgement, resolving all issues except for whether Allergan was entitled to damages related to the Company’s purported Lanham Act violations. The parties went to trial in May 2019 to litigate damages related to the Lanham Act, and a jury found the Company liable for only $49 in lost profit damages, which was accrued as an expense during the year ended December 31, 2019 (see Note 11). In July 2019, the Court entered a permanent injunction, the scope of which is limited to compounded drugs prepared in, dispensed from within, or shipped to the state of California. The injunction requires the Company to: (1) only dispense drugs from a 503(a) facility with a “Valid Prescription Order”; (2) abide by the FDA’s anticipatory compounding guidelines; and (3) only use bulk drug substances identified on a list established by the Secretary of Health and Human Services or FDA’s interim “Category 1” list. The Company believes it was already in compliance with the order, prior to the injunction being ordered. On October 2, 2019, Allergan and the Company filed a joint stipulation to voluntarily dismiss each parties’ respective pending appeals arising out of the lawsuit. No economic consideration was exchanged between the parties related to the filing of the joint stipulation. This formally resolved all known disputes between the parties.

California Board of Pharmacy

In March 2018, the California Board of Pharmacy filed an accusation against Park related to a compounded formulation the Company believes was legally dispensed and was, without its knowledge, inappropriately administered to a patient unknown to Park, by the prescribing healthcare professional. Park filed a response to the accusation and requested a formal hearing. In April 2019, Park agreed to, and the California State Board of Pharmacy approved terms of a settlement agreement (the “Settlement Agreement”) that became effective on May 29, 2019. Pursuant to the terms of the Settlement Agreement, Park was required to, and did, surrender its California pharmacy license by August 27, 2019. This formally resolved all known disputes between the parties.

Novel Drug Solutions et al.

In April 2018, Novel Drug Solutions, LLC and Eyecare Northwest, PA (collectively “NDS”) filed a lawsuit against the Company in the U.S. District Court of Delaware asserting claims for breach of contract. The claims stem from an asset purchase agreement between the Company and NDS entered into in 2013. In July 2019, NDS filed a second amended complaint which added a claim related to its purported termination of the APA. In October 2019, NDS voluntarily dismissed all claims related to breach of contract, leaving only claims related to the scope of the post-termination obligations to be litigated. On October 29, 2020, at a hearing on the various dispositive motions before it, the Court found that there were triable issues of fact and reopened discovery for limited purposes. NDS is seeking unspecified damages, interest, attorney’s fees and other costs. The Company believes the claims are meritless and has previously and will continue to dispute all claims asserted against it and intends to vigorously defend against these allegations. Nonetheless, the Company cannot predict the eventual outcome of this litigation and it could result in substantial costs, losses and a diversion of management’s resources and attention, which could harm the Company’s business and the value of its common stock.

Product and Professional Liability

Product and professional liability litigation represents an inherent risk to all firms in the pharmaceutical and pharmacy industry. We utilize traditional third-party insurance policies with regard to our product and professional liability claims. Such insurance coverage at any given time reflects current market conditions, including cost and availability, when the policy is written.

John Erick et al.

In January 2018, John Erick and Deborah Ferrell, successors-in-interest and heirs of Jade Erick, (collectively “Erick”) filed a lawsuit in the San Diego County Superior against Kim Kelly, ND, MPH asserting claims related to the death of Jade Erick. In April 2018, Erick filed an amendment to the lawsuit, naming the Company as a co-defendant. In September 2018, co-defendant Dr. Kelly filed a cross-complaint against the Company and various entities affiliated with Spectrum Laboratory Products, Inc., Spectrum Chemical Manufacturing Corp. and Spectrum Pharmacy Products, Inc. (collectively “Spectrum”). The cross-complaint seeks indemnity and contribution from the Company and Spectrum. The Company answered the claims filed by Dr. Kelly in October 2018. The case is currently in the discovery phase. Erick is seeking unspecified damages, interest, attorney’s fees and other costs. The Company believes the claims are meritless and has previously and will continue to dispute all claims asserted against it and intends to vigorously defend against these allegations. Nonetheless, the Company cannot predict the eventual outcome of this litigation, it could result in substantial costs, losses and a diversion of management’s resources and attention, which could harm the Company’s business and the value of its common stock.

Anna Sue Gaukel et al.

In June 2019, Anna Sue Gaukel and Lawrence Gaukel served the Company with a lawsuit filed in state court in Idaho against Imprimis Pharmaceuticals, Inc. asserting class action allegations and product liability claims related to Mrs. Gaukel’s doctor’s use of a compounded drug injection in each of her eyes. In June 2019, the Company removed the case to Federal Court and subsequently answered the complaint. On January 24, 2019, the plaintiffs and the Company filed a joint stipulation, and the case was dismissed with prejudice. No economic consideration was exchanged between the parties related to the filing of the joint stipulation. This formally resolved all known disputes between the parties as connected to this matter.

General and Other

In the ordinary course of business, the Company may face various claims brought by third parties and it may, from time to time, make claims or take legal actions to assert its rights, including intellectual property disputes, contractual disputes and other commercial disputes. Any of these claims could subject the Company to litigation.

Indemnities

In addition to the indemnification provisions contained in the Company’s charter documents, the Company generally enters into separate indemnification agreements with each of the Company’s directors and officers. These agreements require the Company, among other things, to indemnify the director or officer against specified expenses and liabilities, such as attorneys’ fees, judgments, fines and settlements, paid by the individual in connection with any action, suit or proceeding arising out of the individual’s status or service as the Company’s director or officer, other than liabilities arising from willful misconduct or conduct that is knowingly fraudulent or deliberately dishonest, and to advance expenses incurred by the individual in connection with any proceeding against the individual with respect to which the individual may be entitled to indemnification by the Company. The Company also indemnifies its lessors in connection with its facility leases for certain claims arising from the use of the facilities. These indemnities do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not incurred any payments for these obligations and, therefore, no liabilities have been recorded for these indemnities in the accompanying consolidated balance sheets.

Sales and Marketing Agreements

The Company has entered various sales and marketing agreements with certain organizations, to provide sales and marketing representation services to ImprimisRx in select geographies in the U.S., in connection with the Company’s ophthalmic compounded formulations.

Under the terms of the sales and marketing agreements, the Company is required to make commission payments generally equal to 10% to 14% of net sales for products above and beyond the initial existing sales amounts. In addition, the Company is required to make periodic milestone payments to certain organizations in shares of the Company’s restricted common stock if net sales in the assigned territory reach certain future levels by the end of their terms, as applicable. The Company accrued and recorded in additional paid in capital $83 and $159 related to stock-based payments for these agreements during the year ended December 31, 2020 and 2019, respectively, and $2,434 and $2,700 were incurred under these agreements for commission expenses during the years ended December 31, 2020 and 2019, respectively.

Asset Purchase, License and Related Agreements

The Company has acquired and sourced intellectual property rights related to certain proprietary innovations from certain inventors and related parties (the “Inventors”) through multiple asset purchase agreements, license agreements, strategic agreements and commission agreements. In general, these agreements provide that the Inventors will cooperate with the Company in obtaining patent protection for the acquired intellectual property and that the Company will use commercially reasonable efforts to research, develop and commercialize a product based on the acquired intellectual property. In addition, the Company has acquired a right of first refusal on additional intellectual property and drug development opportunities presented by these Inventors.

In consideration for the acquisition of the intellectual property rights, the Company is obligated to make payments to the Inventors based on the completion of certain milestones, generally consisting of: (1) a payment payable within 30 days after the issuance of the first patent in the United States arising from the acquired intellectual property (if any); (2) a payment payable within 30 days after the Company files the first investigational new drug application (“IND”) with the FDA for the first product arising from the acquired intellectual property (if any); (3) for certain of the Inventors, a payment payable within 30 days after the Company files the first new drug application with the FDA for the first product arising from the acquired intellectual property (if any); and (4) certain royalty payments based on the net receipts received by the Company in connection with the sale or licensing of any product based on the acquired intellectual property (if any), after deducting (among other things) the Company’s development costs associated with such product. If, following five years after the date of the applicable asset purchase agreement, the Company either (a) for certain of the Inventors, has not filed an IND or, for the remaining Inventors, has not initiated a study where data is derived, or (b) has failed to generate royalty payments to the Inventors for any product based on the acquired intellectual property, the Inventors may terminate the applicable asset purchase agreement and request that the Company re-assign the acquired technology to the Inventors. $224 and $371 were accrued in accounts payable and accrued expenses under these agreements during the years ended December 31, 2020 and 2019, respectively, and $682 and $846 were incurred under these agreements as royalty expenses for the years ended December 31, 2020 and 2019, respectively.

Mayfield License

In July 2020, Mayfield entered into a License Agreement (the “TGV License”) with TGV to acquire intellectual property rights for use in the women’s health field, related to Mayfield’s proprietary drug candidate MAY-66. The TGV License provides that TGV will cooperate with Mayfield in transferring all embodiments of the intellectual property (including know-how) related to the TGV License, assist in obtaining and protecting its patent rights for the acquired intellectual property and that Mayfield will use commercially reasonable efforts to research, develop and commercialize products based on the acquired intellectual property. In connection with the TGV License, Mayfield is obligated to make royalty payments to TGV equal to a low single digit percentage of net sales received by Mayfield in connection with the sale or licensing of any product based on the licensed intellectual property. In addition, Mayfield issued 300,000 shares of its common stock to TGV and is required to make certain milestone payments to TGV over the development of MAY-66 and any related products based on the licensed intellectual property.

Stowe License

In July 2020, Stowe entered into a License Agreement (the “Stowe License”) with TGV, to acquire intellectual property rights for use in the ophthalmology and otic health field, related to Stowe’s proprietary drug candidate STE-006. The Stowe License provides that TGV will cooperate with Stowe in transferring all embodiments of the intellectual property (including know-how) related to the Stowe License, assist in obtaining and protecting its patent rights for the acquired intellectual property and that Stowe will use commercially reasonable efforts to research, develop and commercialize products based on the acquired intellectual property. In connection with the Stowe License, Stowe is obligated to make royalty payments to TGV equal to a low single digit percentage of net sales received by Stowe in connection with the sale or licensing of any product based on the licensed intellectual property. In addition, Stowe issued 1,750,000 shares of its common stock to TGV and is required to make certain milestone payments to TGV over the development of STE-006 and any related products based on the licensed intellectual property.

Klarity License Agreement – Related Party

In April 2017, the Company entered into a license agreement (the “Klarity License Agreement”) with Richard L. Lindstrom, M.D., a member of its Board of Directors. Pursuant to the terms of the Klarity License Agreement, the Company licensed certain intellectual property and related rights from Dr. Lindstrom to develop, formulate, make, sell, and sub-license the topical ophthalmic solution Klarity designed to protect and rehabilitate the ocular surface (the “Klarity Product”).

Under the terms of the Klarity License Agreement, the Company is required to make royalty payments to Dr. Lindstrom ranging from 3% to 6% of net sales, dependent upon the final formulation of the Klarity Product sold. In addition, the Company is required to make certain milestone payments to Dr. Lindstrom including: (i) an initial payment of $50 upon execution of the Klarity License Agreement, (ii) a second payment of $50 following the first $50 in net sales of the Klarity Product; and (iii) a final payment of $50 following the first $100 in net sales of the Klarity Product. All of the above referenced milestone payments were payable at the Company’s election in cash or shares of the Company’s restricted common stock. Dr. Lindstrom was paid $149 and $63 in cash during the years ended December 31, 2020 and 2019, respectively, and was due an additional $35 and $55 at December 31, 2020 and 2019, respectively. The Company incurred $129 and $103 for royalty expenses related to the Klarity License Agreement during the years ended December 31, 2020 and 2019, respectively.

Injectable Asset Purchase Agreement – Related Party

In December 2019, the Company entered into an asset purchase agreement (the “Lindstrom APA”) with Dr. Lindstrom, a member of its Board of Directors. Pursuant to the terms of the Lindstrom APA, the Company acquired certain intellectual property and related rights from Dr. Lindstrom to develop, formulate, make, sell, and sub-license an ophthalmic injectable product (the “Lindstrom Product”).

Under the terms of the Lindstrom APA, the Company is required to make royalty payments to Dr. Lindstrom ranging from 2% to 3% of net sales, dependent upon the final formulation and patent protection of the Lindstrom Product sold. In addition, the Company is required to make certain milestone payments to Dr. Lindstrom including an initial payment of $33 upon execution of the Lindstrom APA. Dr. Lindstrom was paid $55 and $0 in cash during the years ended December 31, 2020 and 2019, respectively, and was due $7 and $40 at December 31, 2020 and 2019, respectively. The Company incurred $55 and $40 for royalty expenses related to the Lindstrom APA during the years ended December 31, 2020 and 2019, respectively.

Presbyopia Asset Purchase Agreement – Related Party

In December 2019, the Company entered into an asset purchase agreement (the “Presbyopia APA”) with Richard L. Lindstrom, M.D., a member of its Board of Directors. Pursuant to the terms of the Presbyopia APA, the Company acquired certain intellectual property and related rights from Dr. Lindstrom to develop, formulate, make, sell, and sub-license an ophthalmic topical product to treat presbyopia (the “Presbyopia Product”).

Under the terms of the Presbyopia APA, the Company is required to make royalty payments to Dr. Lindstrom ranging from 2% to 4% of net sales, dependent upon the final formulation and patent protection of the Presbyopia Product sold. Dr. Lindstrom was paid $0 in cash during the years ended December 31, 2020 and 2019, and was due $0 at December 31, 2020 and 2019. The Company incurred $0 for royalty expenses related to the Presbyopia APA during the years ended December 31, 2020 and 2019.

Eyepoint Commercial Alliance Agreement

In August 2020, the Company, through its wholly owned subsidiary ImprimisRx, LLC, entered into a Commercial Alliance Agreement (the “Dexycu Agreement”) with Eyepoint Pharmaceuticals, Inc. (“Eyepoint”), pursuant to which Eyepoint granted the Company the non-exclusive right to co-promote DEXYCU^® (dexamethasone intraocular suspension) 9% for the treatment of post-operative inflammation following ocular surgery in the United States. Pursuant to the Dexycu Agreement, Eyepoint will pay the Company a fee calculated based on the quarterly sales of DEXCYU in excess of predefined volumes to specific customers of the Company in the U.S. Under the terms of the Dexycu Agreement, the Company shall use commercially reasonable efforts to promote and market DEXCYU in the U.S.

Subject to early termination, the Dexycu Agreement expires on August 1, 2025, subject to specified notice periods and specified limitations, either party may terminate the Dexycu Agreement in the event of (i) uncured material breach by the other party or (ii) if DEXCYU ceases to have “pass-through” payment status. In addition, subject to certain limitations, the Company may terminate the Dexycu Agreement (i) for convenience subject to an extended specified notice period or (ii) in the event Eyepoint undergoes a change of control. Eyepoint may terminate the Dexycu Agreement, subject to specified notice periods and specified limitations, if the Company fails to achieve certain minimum sales levels during specified periods. During the year ended December 31, 2020, the Company recorded $357 in commission revenues related to the Dexycu Agreement.

SEGMENT INFORMATION AND CONCENTRATIONS

12 Months Ended

Dec. 31, 2020

Segment Reporting [Abstract]

SEGMENT INFORMATION AND CONCENTRATIONS

NOTE 18. SEGMENT INFORMATION AND CONCENTRATIONS

Beginning on January 1, 2019, the Company began evaluating performance of the Company based on operating segments. Segment performance for its two operating segments are based on segment contribution. The Company’s reportable segments consist of (i) its commercial stage pharmaceutical compounding business (Pharmaceutical Compounding), generally including the operations of ImprimisRx and the former Park businesses; and (ii) its start-up operations associated with pharmaceutical drug development business (Pharmaceutical Drug Development). Segment contribution for the segments represents net revenues less cost of sales, research and development, selling and marketing expenses, and select general and administrative expenses. The Company does not evaluate the following items at the segment level:

●

Selling, general and administrative expenses that result from shared infrastructure, including certain expenses associated with legal matters, public company costs (e.g. investor relations), board of directors and principal executive officers and other like shared expenses;

	●	Operating expenses within selling, general and administrative expenses that result from the impact of corporate initiatives. Corporate initiatives primarily include integration, restructuring, acquisition and other shared costs;

	●	Other select revenues and operating expenses including R&D expenses, amortization, and asset sales and impairments, net as not all such information has been accounted for at the segment level, or such information has not been used by all segments; and

	●	Total assets including capital expenditures.

The Company defines segment net revenues as pharmaceutical compounded drug sales, licenses and other revenue derived from related agreements.

Cost of sales within segment contribution includes direct and indirect costs to manufacture formulations and sell products, including active pharmaceutical ingredients, personnel costs, packaging, storage, royalties, shipping and handling costs, manufacturing equipment and tenant improvements depreciation, the write-off of obsolete inventory and other related expenses.

Selling, general and administrative expenses consist mainly of personnel-related costs, marketing and promotion costs, distribution costs, professional service costs, insurance, depreciation, facilities costs, transaction costs, and professional services costs which are general in nature and attributable to the segment.

Segment net revenues, segment operating expenses and segment contribution information consisted of the following for the years ended December 31, 2020 and 2019:

	For the Year Ended December 31, 2020
	Pharmaceutical			Pharmaceutical Drug
	Compounding			Development			Total
Net revenues	$	48,871		$	-		$	48,871
Cost of sales		(14,463	)		-			(14,463	)
Gross profit		34,408			-			34,408

Operating expenses:
Selling, general and administrative		22,691			144			22,835
Research and development		759			88			847
Segment contribution	$	10,958		$	(232	)		10,726
Corporate								(8,245	)
Research and development								(1,566	)
Amortization								(167	)
Asset sales and impairments, net								(363	)
Operating income							$	385

	For the Year Ended December 31, 2019
	Pharmaceutical			Pharmaceutical Drug
	Compounding			Development			Total
Net revenues	$	51,165		$	-		$	51,165
Cost of sales		(16,749	)		-			(16,749	)
Gross profit		34,416			-			34,416

Operating expenses:
Selling, general and administrative		24,460			174			24,634
Research and development		1,006			361			1,367
Segment contribution	$	8,934		$	(535	)		8,399
Corporate								(8,245	)
Research and development								(716	)
Amortization								(209	)
Asset sales and impairments, net								(4,040	)
Operating loss							$	(4,795	)

The Company categorizes revenues by geographic area based on selling location. All operations are currently located in the U.S.; therefore, total revenues are attributed to the U.S. All long-lived assets at December 31, 2020 and December 31, 2019 are located in the U.S.

Concentrations

The Company sells its compounded formulations to a large number of customers. There were no customers who comprised more than 10% of the Company’s total pharmacy sales for the years ended December 31, 2020 and 2019.

The Company receives its active pharmaceutical ingredients from three main suppliers. These suppliers collectively accounted for 77% of active pharmaceutical ingredient purchases during the year ended December 31, 2020, and 73% during the year ended December 31, 2019.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 32
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
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-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 21
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI http://asc.fasb.org/topic&trid=2134510

+ Details

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2020

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 19. SUBSEQUENT EVENTS

In March 2021, the Company issued 10,989 shares of its common stock upon the exercise of options to purchase 10,989 shares of common stock, with exercise prices ranging between $1.70 to $3.96 per share, and received net proceeds of $27.

Restricted stock units granted in February 2015 to Andrew R. Boll, the Company’s Chief Financial Officer, vested, and in February 2021, 22,500 shares the Company’s common stock were issued to Mr. Boll, net of 7,500 shares of common stock withheld for payroll tax withholdings totaling $58.

Restricted stock units granted in February 2015 to Mark L. Baum, the Company’s Chief Executive Officer, vested, and in February 2021, 200,000 shares the Company’s common stock were issued to Mr. Baum.

The Company has performed an evaluation of events occurring subsequent to December 31, 2020 through the filing date of this Annual Report and determined that no subsequent events have occurred that would require recognition in the consolidated financial statements or disclosures in the notes thereto, other than as disclosed in the accompanying notes.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Use of Estimates

Use of Estimates

Risks, Uncertainties and Liquidity

Risks, Uncertainties and Liquidity

Segments

Segments

Noncontrolling Interests

Noncontrolling Interests

	(1)	net income or loss;
	(2)	transactions with owners acting in their capacity as owners, showing separately contributions from and distributions to owners; and
	(3)	each component of other income or loss.

Revenue Recognition and Deferred Revenue

Revenue Recognition and Deferred Revenue

Cost of Sales

Cost of Sales

Research and Development

Research and Development

Debt Issuance Costs and Debt Discount

Debt Issuance Costs and Debt Discount

Intellectual Property

Intellectual Property

Income Taxes

Income Taxes

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash equivalents include short-term, highly liquid investments with maturities of three months or less at the time of acquisition.

Concentrations of Credit Risk

Concentrations of Credit Risk

Investment in Eton Pharmaceuticals, Inc. – Related Party

Investment in Eton Pharmaceuticals, Inc. – Related Party

Mark Baum, the Company’s Chief Executive Officer, is a member of the board of directors of Eton.

Accounts Receivable

Accounts Receivable

Inventories

Inventories

Investment in Melt Pharmaceuticals, Inc. – Related Party

Investment in Melt Pharmaceuticals, Inc. – Related Party

See Note 4 for more information and related party disclosure regarding Melt.

Investment in Surface Ophthalmics, Inc. – Related Party

Investment in Surface Ophthalmics, Inc. – Related Party

See Note 5 for more information and related party disclosure regarding Surface.

Property, Plant and Equipment

Property, Plant and Equipment

Business Combinations

Business Combinations

	●	future expected cash flows from product sales, support agreements, consulting contracts, other customer contracts, and acquired developed technologies and patents; and

	●	discount rates utilized in valuation estimates.

Goodwill and Intangible Assets

Goodwill and Intangible Assets

	●	significant underperformance of the Company’s business relative to expected operating results;

	●	significant adverse economic and industry trends;

	●	significant decline in the Company’s market capitalization for an extended period of time relative to net book value; and

	●	expectations that a reporting unit will be sold or otherwise disposed.

The goodwill impairment test consists of a two-step process as follows:

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Park Restructuring

Park Restructuring

Fair Value Measurements

Fair Value Measurements

●	Level 1: Applies to assets or liabilities for which there are quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available.
●	Level 2: Applies to assets or liabilities for which there are significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
●	Level 3: Applies to assets or liabilities for which there are significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. For example, Level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method.

Stock-Based Compensation

Stock-Based Compensation

Basic and Diluted Net Income (Loss) per Common Share

Basic and Diluted Net Income (Loss) per Common Share

The following table shows the computation of basic net income (loss) per share of common stock for the years ended December 31, 2020 and 2019 (in 000’s, except share and per share amounts):

	2020			2019
	For the Year Ended December 31,
	2020			2019

Numerator – net (loss) income attributable to Harrow Health, Inc.	$	(3,357	)	$	168
Denominator – weighted average number of shares outstanding, basic		25,895,352			25,323,159
Net (loss) income per share, basic	$	(0.13	)	$	0.01

	For the Year Ended
	December 31, 2019
Diluted shares related to:
Warrants		488,498
Stock options		654,441
Dilutive common equivalent shares		1,142,939

	December 31, 2019
	For the Year Ended
	December 31, 2019

Numerator – net income	$	168
Weighted average number of shares outstanding, basic		25,323,159
Dilutive common equivalents		1,142,939
Denominator – number of shares used for diluted earnings per share computation		26,466,098
Net income per share, diluted	$	0.01

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

Reclassifications

Reclassifications

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

SCHEDULE OF BASIC EARNINGS PER COMMON SHARE

The following table shows the computation of basic net income (loss) per share of common stock for the years ended December 31, 2020 and 2019 (in 000’s, except share and per share amounts):

	2020			2019
	For the Year Ended December 31,
	2020			2019

Numerator – net (loss) income attributable to Harrow Health, Inc.	$	(3,357	)	$	168
Denominator – weighted average number of shares outstanding, basic		25,895,352			25,323,159
Net (loss) income per share, basic	$	(0.13	)	$	0.01

SCHEDULE OF DILUTED COMMON EQUIVALENT SHARES

	For the Year Ended
	December 31, 2019
Diluted shares related to:
Warrants		488,498
Stock options		654,441
Dilutive common equivalent shares		1,142,939

SCHEDULE OF DILUTED EARNINGS PER COMMON SHARE

	December 31, 2019
	For the Year Ended
	December 31, 2019

Numerator – net income	$	168
Weighted average number of shares outstanding, basic		25,323,159
Dilutive common equivalents		1,142,939
Denominator – number of shares used for diluted earnings per share computation		26,466,098
Net income per share, diluted	$	0.01

REVENUES (Tables)

12 Months Ended

Dec. 31, 2020

Revenue from Contract with Customer [Abstract]

SCHEDULE OF DISAGGREGATED REVENUE

Revenue disaggregated by revenue source for the years ended December 31, 2020 and 2019, consists of the following:

SCHEDULE OF DISAGGREGATED REVENUE

	2020		2019
	For the Years Ended December 31,
	2020		2019
Product sales, net	$	48,479	$	51,137
Commissions		356		-
License		36		28
Total revenues	$	48,871	$	51,165

INVESTMENT IN MELT PHARMACEUTICALS, INC. AND AGREEMENTS - RELATED PARTY TRANSACTIONS (Tables)

12 Months Ended

Dec. 31, 2020

Investments, Debt and Equity Securities [Abstract]

SCHEDULE OF CONDENSED INCOME STATEMENT

The unaudited condensed results of operations information of Melt is summarized below:

SCHEDULE OF CONDENSED INCOME STATEMENT

	For the Years Ended December 31,
	2020			2019
Revenues, net	$	-		$	-
Loss from operations		5,019			4,381
Net loss	$	(5,019	)	$	(4,381	)

SCHEDULE OF CONDENSED BALANCE SHEET

The unaudited condensed balance sheet information of Melt is summarized below:

SCHEDULE OF CONDENSED BALANCE SHEET

	December 31,
	2020		2019
Current assets	$	2,947	$	7,449
Non current assets		11		5
Total assets	$	2,958	$	7,454

Total liabilities	$	1,778	$	1,691
Total preferred stock and stockholders’ equity		1,180		5,763
Total liabilities and stockholders’ equity	$	2,958	$	7,454

INVESTMENT IN SURFACE OPHTHALMICS, INC. AND AGREEMENTS - RELATED PARTY TRANSACTIONS (Tables)

12 Months Ended

Dec. 31, 2020

Investment In Surface Ophthalmics Inc. And Agreements - Related Party Transactions

SUMMARY OF CONDENSED INCOME STATEMENT

The unaudited condensed results of operations information of Surface is summarized below:

SUMMARY OF CONDENSED INCOME STATEMENT

	For the Years Ended December 31,
	2020			2019
Revenues, net	$	-		$	-
Loss from operations		8,109			4,000
Net loss	$	(8,109	)	$	(4,000	)

SUMMARY OF CONDENSED BALANCE SHEET

The unaudited condensed balance sheet information of Surface is summarized below:

SUMMARY OF CONDENSED BALANCE SHEET

	December 31,
	2020		2019
Current assets	$	9,074	$	15,942
Non current assets		45		47
Total assets		9,119		15,989

Total liabilities	$	1,666	$	619
Total stockholders’ equity		7,453		15,370
Total liabilities and stockholders’ equity	$	9,119	$	15,989

INVENTORIES (Tables)

12 Months Ended

Dec. 31, 2020

Inventory Disclosure [Abstract]

SCHEDULE OF INVENTORIES

	2020		2019
	December 31,
	2020		2019
Raw materials	$	2,501	$	2,405
Work in progress		17		20
Finished goods		1,444		876
Total inventories	$	3,962	$	3,301

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)

12 Months Ended

Dec. 31, 2020

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consisted of the following:

	2020		2019
	December 31,
	2020		2019
Prepaid insurance	$	160	$	123
Other prepaid expenses		401		358
Deposits and other current assets		190		105
Total prepaid expenses and other current assets	$	751	$	586

PROPERTY, PLANT AND EQUIPMENT (Tables)

12 Months Ended

Dec. 31, 2020

Property, Plant and Equipment [Abstract]

SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, net at December 31, 2020 and 2019 consisted of the following:

	2020			2019
	December 31,
	2020			2019
Property, plant and equipment, net:
Computer software and hardware	$	1,707		$	1,732
Furniture and equipment		418			363
Lab and pharmacy equipment		3,426			3,164
Leasehold improvements		5,720			5,510
		11,271			10,769
Accumulated depreciation and amortization		(6,818	)		(5,394	)
	$	4,453		$	5,375

INTANGIBLE ASSETS AND GOODWILL (Tables)

12 Months Ended

Dec. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

SCHEDULE OF INTANGIBLE ASSETS

The Company’s intangible assets at December 31, 2019 consisted of the following:

SCHEDULE OF INTANGIBLE ASSETS

	Amortization
	periods			Accumulated						Net
	(in years)	Cost		amortization			Impairment			Carrying value
Patents	17-19 years	$	1,102	$	(97	)	$	(259	)	$	746
Licenses	20 years		50		(5	)		-			45
Trademarks	Indefinite		340		-			-			340
Customer relationships	3-15 years		3,000		(1,165	)		(630	)		1,205
Trade name	5 years		16		(14	)		(2	)		-
Non-competition clause	3-4 years		294		(274	)		(20	)		-
State pharmacy licenses	25 years		45		(9	)		(35	)		1
		$	4,847	$	(1,564	)	$	(946	)	$	2,337

The Company’s intangible assets at December 31, 2020 consisted of the following:

	Amortization
	periods			Accumulated						Net
	(in years)	Cost		amortization			Impairment			Carrying value
Patents	17-19 years	$	929	$	(93	)	$	(363	)	$	473
Licenses	20 years		50		(6	)		-			44
Trademarks	Indefinite		356		-			-			356
Customer relationships	3-15 years		1,519		(454	)		-			1,065
Trade name	5 years		5		(5	)		-			-
Non-competition clause	3-4 years		50		(50	)		-			-
State pharmacy licenses	25 years		8		(7	)		-			1
		$	2,917	$	(615	)	$	(363	)	$	1,939

SCHEDULE OF AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS

Amortization expense for intangible assets for the years ended December 31, 2020 and 2019 were as follows:

	For the Years Ended December 31,
	2020		2019
Patents	$	32	$	48
Licenses		1		5
Customer relationships		134		151
Trade name		-		1
State pharmacy licenses		-		4
	$	167	$	209

SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE

Estimated future amortization expense for the Company’s intangible assets at December 31, 2020 is as follows:

Years ending December 31,	Dec
2021		187
2022		187
2023		187
2024		160
2025		147
Thereafter		715
Intangible assets	$	1,583

SCHEDULE OF GOODWILL

		Dec
Balance at December 31, 2018	$	2,227
Impairment of Park goodwill (see Note 2)		(1,895	)
Balance at December 31, 2019	$	332

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)

12 Months Ended

Dec. 31, 2020

Payables and Accruals [Abstract]

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses at December 31, 2020 and 2019 consisted of the following:

	2020			2019
	December 31,
	2020			2019
Accounts payable	$	3,645		$	7,409
Other accrued expenses		49			49
Accrued interest (see Note 12)		238			244
Accrued exit fee for note payable (see Note 12)		800			800
Total accounts payable and accrued expenses		4,732			8,502
Less: Current portion		(3,932	)		(7,702	)
Non-current total accrued expenses	$	800		$	800

DEBT (Tables)

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

SUMMARY OF FUTURE MINIMUM PAYMENTS

At December 31, 2020, future minimum payments under the Company’s debt were as follows:

SUMMARY OF FUTURE MINIMUM PAYMENTS

	Amount
2021	$	5,794
2022		4,700
2023		9,511
Total minimum payments		20,005
Less: amount representing interest		(2,927	)
Notes payable, gross		17,078
Less: unamortized discount		(802	)
Notes payable		16,276
Less: current portion, net of unamortized discount		(3,898	)
Note payable, net of current portion and unamortized debt discount	$	12,378

LEASES (Tables)

12 Months Ended

Dec. 31, 2020

Leases [Abstract]

SCHEDULE OF FUTURE LEASE PAYMENT UNDER OPERATING LEASES

Future lease payments under operating leases (including options to extend) as of December 31, 2020 were as follows:

	Dec 31, 2020
	Operating Leases
2021	$	1,017
2022		1,038
2023		1,064
2024		1,090
2025		916
Thereafter		5,141
Total minimum lease payments		10,266
Less: amount representing interest payments		(3,034	)
Total operating lease liabilities		7,232
Less: current portion, operating lease liabilities		(580	)
Operating lease liabilities, net of current portion	$	6,652

SCHEDULE OF FUTURE LEASE PAYMENT UNDER FINANCE LEASE

Future lease payments under the finance lease as of December 31, 2020 were as follows:

	Dec 31, 2020
	Finance Lease
2021	$	9
2022		9
2023		9
2024		1
Total minimum lease payments		28
Less: amount representing interest payments		(3	)
Present value of future minimum lease payments		25
Less: current portion, finance lease obligation		(8	)
Finance lease obligation, net of current portion	$	17

STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2020

Equity [Abstract]

SCHEDULE OF STOCK OPTION PLAN ACTIVITY

A summary of stock option activity under the Plan for the year ended December 31, 2020 is as follows:

SCHEDULE OF STOCK OPTION PLAN ACTIVITY

	Number of shares			Weighted Avg. Exercise Price		Weighted Avg. Remaining Contractual Life		Aggregate Intrinsic Value
Options outstanding - January 1, 2020		2,656,683		$	5.31
Options granted		414,500		$	6.44
Options exercised		(19,748	)	$	3.19
Options cancelled/forfeited		(21,402	)	$	12.77
Options outstanding - December 31, 2020		3,030,033		$	5.43		5.72	$	5,569
Options exercisable		1,908,849		$	4.49		5.25	$	5,051
Options vested and expected to vest		2,918,298		$	5.37		5.69	$	5,519

SCHEDULE OF FAIR VALUE ASSUMPTIONS

The table below illustrates the fair value per share determined using the Black-Scholes-Merton option pricing model with the following assumptions used for valuing options granted to employees:

SCHEDULE OF FAIR VALUE ASSUMPTIONS

	2020			2019
Weighted-average fair value of options granted	$	3.86		$	3.72
Expected terms (in years)		0.50 - 6.11			5.07 - 7.00
Expected volatility		67 – 71	%		64 - 78	%
Risk-free interest rate		0.34 – 1.64	%		1.83 – 2.68	%
Dividend yield		-			-

SCHEDULE OF STOCK OPTION OUTSTANDING AND EXERCISABLE

The following table summarizes information about stock options outstanding and exercisable at December 31, 2020:

			Weighted
			Average		Weighted				Weighted
			Remaining		Average				Average
	Number		Contractual		Exercise		Number		Exercise
Range of Exercise Prices	Outstanding		Life in Years		Price		Exercisable		Price
$1.47 - $2.60		770,440		5.64	$	2.06		745,255	$	2.06
$3.04 - $4.50		517,002		5.75	$	3.98		438,873	$	3.98
$5.49 - $6.36		496,350		7.22	$	6.10		291,919	$	6.13
$6.64 - $8.99		1,246,241		5.17	$	7.85		432,802	$	8.09
$1.47 - $8.99		3,030,033		5.72	$	5.43		1,908,849	$	4.49

SCHEDULE OF RESTRICTED STOCK UNITS ACTIVITY

A summary of the Company’s RSU activity and related information for the year ended December 31, 2019 is as follows:

	Number of RSUs			Weighted Average Grant Date Fair Value
RSUs unvested - January 1, 2019		1,275,680		$	2.16
RSUs granted		223,860		$	6.43
RSUs vested		(87,610	)	$	3.42
RSUs cancelled/forfeited		-
RSUs unvested at December 31, 2019		1,411,930		$	2.76

Grants During the Year Ended December 31, 2020

During the year ended December 31, 2020, 161,000 RSUs with a fair market value of $1,025 were issued to certain employees; the RSUs vest in full on the third anniversary of the grant date.

A summary of the Company’s RSU activity and related information for the year ended December 31, 2020 is as follows:

	Number of RSUs			Weighted Average Grant Date Fair Value
RSUs unvested - January 1, 2020		1,411,930		$	2.76
RSUs granted		251,524		$	6.11
RSUs vested		(61,945	)	$	6.46
RSUs cancelled/forfeited		-
RSUs unvested at December 31, 2020		1,601,509		$	3.14

SCHEDULE OF STOCK BASED COMPENSATION GRANTED TO EMPLOYEES DIRECTORS CONSULTANTS

	For the Years Ended December 31,
	2020		2019
Employees – selling, general and administrative	$	2,289	$	1,464
Directors – selling, general and administrative		473		300
Consultants – selling, general and administrative		96		259
Total	$	2,858	$	2,023

SCHEDULE OF WARRANTS ACTIVITY

A summary of warrant activity during the year ended December 31, 2020 is as follows:

SCHEDULE OF WARRANTS ACTIVITY

	Number of Shares Subject to Warrants Outstanding		Weighted Avg. Exercise Price

Warrants outstanding - January 1, 2020		780,386	$	2.12
Granted		-
Exercised		-		-
Expired		-		-
Warrants outstanding and exercisable - December 31, 2020		780,386	$	2.12
Weighted average remaining contractual life of the outstanding warrants in years - December 31, 2020		3.53

SCHEDULE OF WARRANTS OUTSTANDING AND WARRANTS EXERCISABLE

All warrants outstanding as of December 31, 2020 are included in the following table:

	Warrants Outstanding					Warrants Exercisable
		Warrants		Exercise		Warrants		Expiration
Warrant Series	Issue Date	Outstanding		Price		Exercisable		Date
Lender warrants	5/11/2015		125,000	$	1.79		125,000	5/11/2025
Settlement warrants	8/16/2016		40,000	$	3.75		40,000	8/16/2021
Lender warrants (see Note 12)	7/19/2017		615,386	$	2.08		615,386	7/19/2024
			780,386	$	2.12		780,386

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

SCHEDULE OF PROVISION FOR INCOME TAXES

	December 31,
	2020			2019
Current:
Federal	$	-		$	-
State		4			8
Total current expense		4			8

Deferred:
Federal		(771	)		669
State		138			(148	)
Change in valuation allowance		633			(521	)
Total deferred expense		-			-
Income tax provision	$	4		$	8

SCHEDULE OF INCOME TAX RECONCILIATION

A reconciliation of income taxes computed by applying the statutory U.S. income tax rate to the Company’s loss before income tax provision to the income tax provision is as follows:

SCHEDULE OF INCOME TAX RECONCILIATION

	December 31,
	2020			2019
U.S. federal statutory tax rate		21.00	%		21.00	%
State tax benefit, net		(0.11	)%		(6.73	)%
Stock-based compensation		5.52	%		3.10	%
Other		(0.38	)%		(358.67	)%
Valuation allowance		(26.14	)%		334.57	%
Effective income tax rate		(0.11	)%		(6.73	)%

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

	2020			2019
	December 31,
	2020			2019
Deferred tax assets (liabilities):
NOL’s	$	19,685		$	19,827
Depreciation and amortization		528			224
Other		413			641
Research and development credits		596			596
Deferred stock-based compensation		4,024			3,533
Basis difference in Melt		(398	)		(1,119	)
Basis difference in Surface		(502	)		(1,185	)
Basis difference in Eton		(8,626	)		(7,528	)
Capital losses		63			63
Park stock purchase identifiable intangibles		(274	)		(270	)
Limitation under 163(j)		195			299
ASC 842 lease liability		2,192			2,082
ASC 842 ROU asset		(2,061	)		(1,959	)
Total deferred tax assets, net		15,835			15,202
Valuation allowance		(15,835	)		(15,202	)
Net deferred tax assets	$	-		$	-

SEGMENT INFORMATION AND CONCENTRATIONS (Tables)

12 Months Ended

Dec. 31, 2020

Segment Reporting [Abstract]

SCHEDULE OF SEGMENT NET REVENUES, SEGMENT OPERATING EXPENSES AND SEGMENT CONTRIBUTION

Segment net revenues, segment operating expenses and segment contribution information consisted of the following for the years ended December 31, 2020 and 2019:

	For the Year Ended December 31, 2020
	Pharmaceutical			Pharmaceutical Drug
	Compounding			Development			Total
Net revenues	$	48,871		$	-		$	48,871
Cost of sales		(14,463	)		-			(14,463	)
Gross profit		34,408			-			34,408

Operating expenses:
Selling, general and administrative		22,691			144			22,835
Research and development		759			88			847
Segment contribution	$	10,958		$	(232	)		10,726
Corporate								(8,245	)
Research and development								(1,566	)
Amortization								(167	)
Asset sales and impairments, net								(363	)
Operating income							$	385

	For the Year Ended December 31, 2019
	Pharmaceutical			Pharmaceutical Drug
	Compounding			Development			Total
Net revenues	$	51,165		$	-		$	51,165
Cost of sales		(16,749	)		-			(16,749	)
Gross profit		34,416			-			34,416

Operating expenses:
Selling, general and administrative		24,460			174			24,634
Research and development		1,006			361			1,367
Segment contribution	$	8,934		$	(535	)		8,399
Corporate								(8,245	)
Research and development								(716	)
Amortization								(209	)
Asset sales and impairments, net								(4,040	)
Operating loss							$	(4,795	)

SCHEDULE OF BASIC EARNINGS PER COMMON SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Numerator – net (loss) income attributable to Harrow Health, Inc.	$ (3,357)	$ 168
Denominator – weighted average number of shares outstanding, basic	25,895,352	25,323,159
Net (loss) income per share, basic	$ (0.13)	$ 0.01

- Definition

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

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SCHEDULE OF DILUTED COMMON EQUIVALENT SHARES (Details)	12 Months Ended
SCHEDULE OF DILUTED COMMON EQUIVALENT SHARES (Details)	Dec. 31, 2019 shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent shares	1,142,939
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent shares	488,498
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent shares	654,441

SCHEDULE OF DILUTED EARNINGS PER COMMON SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Numerator – net income	$ (3,357)	$ 168
Weighted average number of shares outstanding, basic	25,895,352	25,323,159
Dilutive common equivalents		1,142,939
Denominator – number of shares used for diluted earnings per share computation		26,466,098
Net income per share, diluted	$ (0.13)	$ 0.01

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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Additional shares included in the calculation of diluted EPS as a result of the potentially dilutive effect of contingently issuable shares. Contingently issuable shares are those shares that are issuable for little or no cash contingent on certain conditions being met.

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+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Jan. 31, 2019 USD ($)	Dec. 31, 2020 USD ($) Segment $ / shares shares	Dec. 31, 2019 USD ($) shares	Mar. 31, 2019 $ / shares
Property, Plant and Equipment [Line Items]
Consolidation basis, description		We consolidate subsidiaries in which we hold and/or control, directly or indirectly, more than 50% of the voting rights
Operating Income (Loss)		$ 385	$ (4,795)
Operating Income (Loss)		(385)	4,795
Accumulated deficit		77,400	74,043
Net Cash Provided by (Used in) Operating Activities		1,100	(950)
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents		$ 4,301	4,949
Number of Reportable Segments \| Segment		2
Noncontrolling Interest, Description		Generally, any interest that holds less than 50% of the outstanding voting shares is deemed to be a noncontrolling interest; however, there are other factors, such as decision-making rights, that are considered as well.
Cash, FDIC Insured Amount		$ 250
Accounts Receivable, after Allowance for Credit Loss		$ 98	$ 76
Finite-Lived Intangible Asset, Useful Life		20 years
Restricted Stock Units (RSUs) [Member]
Property, Plant and Equipment [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares \| shares		200,463	324,303
Stock Options Unvested R S Us And Warrants [Member]
Property, Plant and Equipment [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount \| shares		5,411,929	4,848,459
Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life		3 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life		5 years
Visionology [Member]
Property, Plant and Equipment [Line Items]
Equity Method Investment, Ownership Percentage		100.00%
Eton Pharmaceuticals, Inc. [Member]
Property, Plant and Equipment [Line Items]
Equity Method Investment, Ownership Percentage		14.40%
Number of shares owned \| shares		3,500,000
Shares Issued, Price Per Share \| $ / shares		$ 8.13
Gain (Loss) on Investments		$ 3,255	$ 3,780
Investment Owned, at Fair Value		$ 28,455	25,200
Melt Pharmaceuticals, Inc. [Member]
Property, Plant and Equipment [Line Items]
Equity Method Investment, Ownership Percentage		44.00%
Operating Income (Loss)		$ 5,019	4,381
Operating Income (Loss)		$ (5,019)	(4,381)
Number of shares owned \| shares		3,500,000
Investment Owned, at Fair Value		$ 2,506	4,690
Deconsolidation, Gain (Loss), Amount	$ 5,810
Unrealized Gain (Loss) on Investments		2,313	3,968
Due from Related Parties		851	722
Melt Pharmaceuticals, Inc. [Member] \| Series A Preferred Stock [Member]
Property, Plant and Equipment [Line Items]
Shares Issued, Price Per Share \| $ / shares				$ 5.00
Proceeds from Issuance of Preferred Stock and Preference Stock		$ 11,400
Surface Pharmaceuticals Inc [Member]
Property, Plant and Equipment [Line Items]
Equity Method Investment, Ownership Percentage		30.00%
Operating Income (Loss)		$ 8,109	4,000
Operating Income (Loss)		$ (8,109)	(4,000)
Number of shares owned \| shares		3,500,000
Investment Owned, at Fair Value		$ 1,314	3,747
Unrealized Gain (Loss) on Investments		$ 2,433	1,200
Park Compounding Inc And Noice Rx L L C [Member]
Property, Plant and Equipment [Line Items]
Asset Impairment Charges			3,781
Severance Costs			$ 480
Mayfield Pharmaceuticals, Inc. [Member]
Property, Plant and Equipment [Line Items]
Equity Method Investment, Ownership Percentage		79.00%
Mayfield Pharmaceuticals, Inc. [Member] \| TGV-Health, LLC [Member]
Property, Plant and Equipment [Line Items]
Equity Method Investment, Ownership Percentage		21.00%
Stowe Pharmaceuticals, Inc. [Member]
Property, Plant and Equipment [Line Items]
Equity Method Investment, Ownership Percentage		70.00%
Stowe Pharmaceuticals, Inc. [Member] \| TGV-Health, LLC [Member]
Property, Plant and Equipment [Line Items]
Equity Method Investment, Ownership Percentage		30.00%

SCHEDULE OF DISAGGREGATED REVENUE (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Total revenues	$ 48,871	$ 51,165
Product Sales, Net [Member]
Disaggregation of Revenue [Line Items]
Total revenues	48,479	51,137
Commissions [Member]
Disaggregation of Revenue [Line Items]
Total revenues	356
License [Member]
Disaggregation of Revenue [Line Items]
Total revenues	$ 36	$ 28

- Definition

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

+ References

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+ Details

REVENUES (Details Narrative) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Revenue from Contract with Customer [Abstract]
Contract with Customer, Liability, Current	$ 66	$ 57

SCHEDULE OF CONDENSED INCOME STATEMENT (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Entity Listings [Line Items]
Revenues, net	$ 48,871	$ 51,165
Loss from operations	385	(4,795)
Net loss	(3,357)	168
Melt Pharmaceuticals, Inc. [Member]
Entity Listings [Line Items]
Revenues, net
Loss from operations	5,019	4,381
Net loss	$ (5,019)	$ (4,381)

- Definition

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

SCHEDULE OF CONDENSED BALANCE SHEET (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Entity Listings [Line Items]
Current assets	$ 40,131	$ 36,045
Total assets	57,474	59,085
Total liabilities	30,646	31,667
Total preferred stock and stockholders' equity	27,183	27,711
Total liabilities and stockholders' equity	57,474	59,085
Melt Pharmaceuticals, Inc. [Member]
Entity Listings [Line Items]
Current assets	2,947	7,449
Non current assets	11	5
Total assets	2,958	7,454
Total liabilities	1,778	1,691
Total preferred stock and stockholders' equity	1,180	5,763
Total liabilities and stockholders' equity	$ 2,958	$ 7,454

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

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- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

+ References + Details

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold or consumed after one year or beyond the normal operating cycle, if longer.

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- Definition

Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.

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- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References + Details

INVESTMENT IN MELT PHARMACEUTICALS, INC. AND AGREEMENTS - RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Feb. 28, 2019	Dec. 31, 2019	Dec. 31, 2020
Melt Pharmaceuticals, Inc. [Member]
Entity Listings [Line Items]
Due from Related Parties		$ 722	$ 851
Melt Pharmaceuticals, Inc. [Member] \| Management Services Agreement [Member]
Entity Listings [Line Items]
Administrative Fees Expense	$ 10
Due from Related Parties		722	$ 851
Surface Pharmaceuticals Inc [Member] \| Management Services Agreement [Member]
Entity Listings [Line Items]
Repayments of Related Party Debt		$ 50

SUMMARY OF CONDENSED INCOME STATEMENT (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Entity Listings [Line Items]
Revenues, net	$ 48,871	$ 51,165
Loss from operations	385	(4,795)
Net loss	(3,357)	168
Surface Pharmaceuticals Inc [Member]
Entity Listings [Line Items]
Revenues, net
Loss from operations	8,109	4,000
Net loss	$ (8,109)	$ (4,000)

- Definition

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

SUMMARY OF CONDENSED BALANCE SHEET (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Entity Listings [Line Items]
Current assets	$ 40,131	$ 36,045
Total assets	57,474	59,085
Total liabilities	30,646	31,667
Total stockholders equity	27,183	27,711
Total liabilities and stockholders' equity	57,474	59,085
Surface Pharmaceuticals Inc [Member]
Entity Listings [Line Items]
Current assets	9,074	15,942
Non current assets	45	47
Total assets	9,119	15,989
Total liabilities	1,666	619
Total stockholders equity	7,453	15,370
Total liabilities and stockholders' equity	$ 9,119	$ 15,989

+ References + Details

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold or consumed after one year or beyond the normal operating cycle, if longer.

+ References + Details

INVESTMENT IN SURFACE OPHTHALMICS, INC. AND AGREEMENTS - RELATED PARTY TRANSACTIONS (Details Narrative) - Surface Pharmaceuticals Inc [Member]	12 Months Ended
	Dec. 31, 2020 shares
Entity Listings [Line Items]
Shares, Outstanding	3,500,000
Equity Method Investment, Ownership Percentage	30.00%
Dr. Lindstrom [Member]
Entity Listings [Line Items]
Royalty payment percentage on net sales	3.00%

RESTRICTED CASH (Details Narrative) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Disclosure Restricted Cash Abstract
Restricted Cash	$ 200	$ 200

SCHEDULE OF INVENTORIES (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Inventory Disclosure [Abstract]
Raw materials	$ 2,501	$ 2,405
Work in progress	17	20
Finished goods	1,444	876
Total inventories	$ 3,962	$ 3,301

SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid insurance	$ 160	$ 123
Other prepaid expenses	401	358
Deposits and other current assets	190	105
Total prepaid expenses and other current assets	$ 751	$ 586

SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Abstract]
Computer software and hardware	$ 1,707	$ 1,732
Furniture and equipment	418	363
Lab and pharmacy equipment	3,426	3,164
Leasehold improvements	5,720	5,510
Property, plant and equipment, gross	11,271	10,769
Accumulated depreciation and amortization	(6,818)	(5,394)
Property, plant and equipment, net	$ 4,453	$ 5,375

PROPERTY, PLANT AND EQUIPMENT (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Abstract]
Gain (Loss) on Disposition of Assets	$ 105	$ 108
Depreciation, Amortization and Accretion, Net	$ (1,880)	$ (1,936)

SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	20 years
Cost	$ 2,917	$ 4,847
Accumulated amortization	(615)	(1,564)
Impairment	(363)	(946)
Net Carrying value	1,939	2,337
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	929	1,102
Accumulated amortization	(93)	(97)
Impairment	(363)	(259)
Net Carrying value	$ 473	$ 746
Patents [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	17 years	17 years
Patents [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	19 years	19 years
Licenses [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	20 years	20 years
Cost	$ 50	$ 50
Accumulated amortization	(6)	(5)
Impairment
Net Carrying value	44	45
Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	356	340
Accumulated amortization
Impairment
Net Carrying value	$ 356	$ 340
Finite-Lived Intangible Assets, Amortization Method	Indefinite	Indefinite
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	$ 1,519	$ 3,000
Accumulated amortization	(454)	(1,165)
Impairment		(630)
Net Carrying value	$ 1,065	$ 1,205
Customer Relationships [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	3 years	3 years
Customer Relationships [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	15 years	15 years
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	5 years	5 years
Cost	$ 5	$ 16
Accumulated amortization	(5)	(14)
Impairment		(2)
Net Carrying value
Non-Competition Clause [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	50	294
Accumulated amortization	(50)	(274)
Impairment		(20)
Net Carrying value
Non-Competition Clause [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	3 years	3 years
Non-Competition Clause [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	4 years	4 years
State Pharmacy Licenses [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	25 years	25 years
Cost	$ 8	$ 45
Accumulated amortization	(7)	(9)
Impairment		(35)
Net Carrying value	$ 1	$ 1

SCHEDULE OF AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 167	$ 209
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	32	48
Licenses [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	1	5
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	134	151
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets		1
State Pharmacy Licenses [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets		$ 4

SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE (Details) $ in Thousands	Dec. 31, 2020 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2021	$ 187
2022	187
2023	187
2024	160
2025	147
Thereafter	715
Intangible assets	$ 1,583

SCHEDULE OF GOODWILL (Details) $ in Thousands	12 Months Ended
SCHEDULE OF GOODWILL (Details) $ in Thousands	Dec. 31, 2019 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Balance at December 31, 2018	$ 2,227
Impairment of Park goodwill (see Note 2)	(1,895)
Balance at December 31, 2019	$ 332

INTANGIBLE ASSETS AND GOODWILL (Details Narrative) - Park Compounding, Inc. [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Customer Relationships, Trade Name and State Pharmacy Licenses [Member
Finite-Lived Intangible Assets [Line Items]
Impairment of Intangible Assets, Finite-lived		$ 612
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Impairment of Intangible Assets, Finite-lived		$ 259
Patents Filings and Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Impairment of Intangible Assets, Finite-lived	$ 363

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Payables and Accruals [Abstract]
Accounts payable	$ 3,645	$ 7,409
Other accrued expenses	49	49
Accrued interest (see Note 12)	238	244
Accrued exit fee for note payable (see Note 12)	800	800
Total accounts payable and accrued expenses	4,732	8,502
Less: Current portion	(3,932)	(7,702)
Non-current total accrued expenses	$ 800	$ 800

SUMMARY OF FUTURE MINIMUM PAYMENTS (Details) $ in Thousands	Dec. 31, 2020 USD ($)
Debt Disclosure [Abstract]
2021	$ 5,794
2022	4,700
2023	9,511
Total minimum payments	20,005
Less: amount representing interest	(2,927)
Notes payable, gross	17,078
Less: unamortized discount	(802)
Notes payable	16,276
Less: current portion, net of unamortized discount	(3,898)
Note payable, net of current portion and unamortized debt discount	$ 12,378

DEBT (Details Narrative) $ / shares in Units, $ in Thousands			1 Months Ended				12 Months Ended
	May 14, 2020 USD ($)	Apr. 30, 2019 USD ($)	Apr. 30, 2020 USD ($)	May 31, 2019 USD ($)	Apr. 30, 2019 USD ($)	Jul. 31, 2017 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares	Dec. 31, 2019 USD ($)	Apr. 02, 2020 USD ($)	Aug. 31, 2017 $ / shares shares
Debt Instrument [Line Items]
Accrued Liabilities							$ 800	$ 800
Fair Value Adjustment of Warrants							982
Amortization of Debt Discount (Premium)							$ 0	17
Warrant [Member]
Debt Instrument [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares							$ 2.12
Warrant [Member] \| Measurement Input, Price Volatility [Member]
Debt Instrument [Line Items]
Warrants and Rights Outstanding, Measurement Input										1.135
Warrant [Member] \| Measurement Input, Expected Dividend Rate [Member]
Debt Instrument [Line Items]
Warrants and Rights Outstanding, Measurement Input										0
Warrant [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Debt Instrument [Line Items]
Warrants and Rights Outstanding, Measurement Input										0.0177
Lender Warrants [Member]
Debt Instrument [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights \| shares						415,586				615,386
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares						$ 3.08				$ 2.08
Warrants and Rights Outstanding, Term						7 years
Shares, Issued \| shares										2.08
London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Debt instrument interest rate description					Prior to the loan refinance in May 2019 (see below), the SWK Loan bore interest at a variable rate equal to the three-month London Inter-Bank Offered Rate (subject to a minimum of 1.50% and maximum of 3.00%), plus an applicable margin of 10.50%.
Loan bear interest at variable rate					10.50%
London Interbank Offered Rate (LIBOR) [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Loan bear interest at variable rate					1.50%
London Interbank Offered Rate (LIBOR) [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Loan bear interest at variable rate					3.00%
Term Loan and Security Agreement [Member] \| SWK Funding LLC [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount						$ 16,000
Debt Instrument, Description						The SWK Loan Agreement was fully funded at closing with a five-year term, however, such term could be reduced to four years if certain revenue requirements are not achieved.
SWK Loan Agreement [Member]
Debt Instrument [Line Items]
Repayments of Debt		$ 750
Debt Instrument, Maturity Date, Description		All amounts owed under the SWK Loan Agreement, including an exit fee equal to 5% of the aggregate principal amount loaned thereunder, were originally due and payable on July 19, 2022.
Debt Instrument, Fee Amount		$ 1,282			$ 1,282
Joinder and Amendment [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount				$ 5,000
Debt instrument interest rate description				Company provides SWK evidence that the Company has achieved a leverage ratio as of such date of less than 4.00:1:00, the Margin Rate shall equal 9.00%; and if the Company has achieved a leverage ratio as of such date of less than 3.00:1:00, the Margin Rate shall equal 7.00%;
Joinder and Amendment [Member] \| London Interbank Offered Rate (LIBOR) [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Loan bear interest at variable rate				2.00%
Joinder and Amendment [Member] \| Margin Rate [Member].
Debt Instrument [Line Items]
Loan bear interest at variable rate				10.00%
Debt Instrument, Maturity Date				Jul. 19, 2023
Legal Fees				$ 282
Deconsolidation percentage				50.00%
SWK Second Amendment [Member].
Debt Instrument [Line Items]
Debt Instrument, Face Amount									$ 1,000
Interest Expense, Debt	$ 358						$ 1,768	1,960
Amortization of Debt Discount (Premium)							$ 457	$ 512
Business Loan Agreement [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount			$ 1,967
Debt instrument interest rate description			it being anticipated that at least 75% of the loan amount will be required to be used for eligible payroll costs
Debt Instrument, Interest Rate, Stated Percentage			1.00%

SCHEDULE OF FUTURE LEASE PAYMENT UNDER OPERATING LEASES (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Leases [Abstract]
2021	$ 1,017
2022	1,038
2023	1,064
2024	1,090
2025	916
Thereafter	5,141
Total minimum lease payments	10,266
Less: amount representing interest payments	(3,034)
Total operating lease liabilities	7,232
Less: current portion, operating lease liabilities	(580)	$ (629)
Operating lease liabilities, net of current portion	$ 6,652	$ 6,338

SCHEDULE OF FUTURE LEASE PAYMENT UNDER FINANCE LEASE (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Leases [Abstract]
2021	$ 9
2022	9
2023	9
2024	1
Total minimum lease payments	28
Less: amount representing interest payments	(3)
Present value of future minimum lease payments	25
Less: current portion, finance lease obligation	(8)	$ (7)
Finance lease obligation, net of current portion	$ 17	$ 26

LEASES (Details Narrative) $ in Thousands	12 Months Ended
LEASES (Details Narrative) $ in Thousands	Dec. 31, 2020 USD ($) ft²	Dec. 31, 2019 USD ($)
Lessee, Lease, Description [Line Items]
Operating Lease, Weighted Average Discount Rate, Percent	6.30%	6.30%
Operating Lease, Weighted Average Remaining Lease Term	11 years 2 months 12 days	10 years 2 months 15 days
Operating Lease, Payments	$ 1,052	$ 905
Operating Lease, Expense	1,066	$ 892
Monthly payments of finance lease	$ 1
Finance Lease, Weighted Average Discount Rate, Percent	636.00%	6.36%
Finance Lease, Weighted Average Remaining Lease Term	3 years 29 days	4 years 29 days
Amortization of Debt Discount (Premium)	$ 0	$ 17
Finance Lease, Right-of-Use Asset, Amortization	8	150
Finance Lease, Interest Expense	$ 2	$ 18
San Diego [Member]
Lessee, Lease, Description [Line Items]
Area of Land \| ft²	10,200
Lease expiration date description	December 2021
Lessee, Operating Lease, Option to Extend	option to extend the term for a five-year period
Ledgewood [Member]
Lessee, Lease, Description [Line Items]
Area of Land \| ft²	26,400
Lease expiration date description	July 2026
Lessee, Operating Lease, Option to Extend	an option to extend the term for two additional five-year periods
Additional square footage \| ft²	1,400
Nashville [Member]
Lessee, Lease, Description [Line Items]
Area of Land \| ft²	5,500
Lease expiration date description	December 2024
Lessee, Operating Lease, Option to Extend	option to extend the term for two additional five-year periods
Irvine [Member]
Lessee, Lease, Description [Line Items]
Area of Land \| ft²	4,500
Gain (Loss) on Termination of Lease	$ 4
Office And Laboratory Space [Member] \| Minimum [Member]
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Remaining Lease Term	1 year
Office And Laboratory Space [Member] \| Maximum [Member]
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Remaining Lease Term	4 years

SCHEDULE OF STOCK OPTION PLAN ACTIVITY (Details) - Stock Option Plan [Member] $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares, Outstanding, Beginning balance \| shares	2,656,683
Weighted Avg. Exercise Price, Outstanding, Beginning balance \| $ / shares	$ 5.31
Number of shares, Options granted \| shares	414,500
Weighted Avg. Exercise Price, Options granted \| $ / shares	$ 6.44
Number of shares, Options exercised \| shares	(19,748)
Weighted Avg. Exercise Price, Options exercised \| $ / shares	$ 3.19
Number of shares, Options cancelled/forfeited \| shares	(21,402)
Weighted Avg. Exercise Price, Options cancelled/forfeited \| $ / shares	$ 12.77
Number of shares, Outstanding, Ending balance \| shares	3,030,033
Weighted Avg. Exercise Price, Outstanding, Ending balance \| $ / shares	$ 5.43
Weighted Avg. Remaining Contractual Life, Options outstanding	5 years 8 months 19 days
Aggregate Intrinsic Value, Options outstanding \| $	$ 5,569
Number of shares, Options exercisable \| shares	1,908,849
Weighted Avg. Exercise Price, Exercisable Ending Balance \| $ / shares	$ 4.49
Weighted Avg. Remaining Contractual Life, Options exercisable	5 years 3 months
Aggregate Intrinsic Value, Options exercisable \| $	$ 5,051
Number of shares, Options vested and expected to vest \| shares	2,918,298
Weighted Avg. Exercise Price, Vested and expected to vest \| $ / shares	$ 5.37
Weighted Avg. Remaining Contractual Life, Options vested and expected to vest	5 years 8 months 8 days
Aggregate Intrinsic Value, Options vested and expected to vest \| $	$ 5,519

SCHEDULE OF FAIR VALUE ASSUMPTIONS (Details) - Options Granted to Employees [Member] - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average fair value of options granted	$ 3.86	$ 3.72
Expected volatility, minimum	67.00%	64.00%
Expected volatility, maximum	71.00%	78.00%
Risk-free interest rate, minimum	0.34%	1.83%
Risk-free interest rate, maximum	1.64%	2.68%
Dividend yield
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected terms (in years)	6 months	5 years 25 days
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected terms (in years)	6 years 1 month 9 days	7 years

SCHEDULE OF STOCK OPTION OUTSTANDING AND EXERCISABLE (Details)	12 Months Ended
	Dec. 31, 2020 $ / shares shares
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Prices, minimum	$ 1.47
Range of Exercise Prices, maximum	$ 8.99
Number of Options Outstanding \| shares	3,030,033
Weighted Average Remaining Contractual Life in Years	5 years 8 months 19 days
Weighted Average Exercise Price	$ 5.43
Number Exercisable \| shares	1,908,849
Weighted Average Exercisable Exercise Price	$ 4.49
Range One [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Prices, minimum	1.47
Range of Exercise Prices, maximum	$ 2.60
Number of Options Outstanding \| shares	770,440
Weighted Average Remaining Contractual Life in Years	5 years 7 months 20 days
Weighted Average Exercise Price	$ 2.06
Number Exercisable \| shares	745,255
Weighted Average Exercisable Exercise Price	$ 2.06
Range Two [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Prices, minimum	3.04
Range of Exercise Prices, maximum	$ 4.50
Number of Options Outstanding \| shares	517,002
Weighted Average Remaining Contractual Life in Years	5 years 9 months
Weighted Average Exercise Price	$ 3.98
Number Exercisable \| shares	438,873
Weighted Average Exercisable Exercise Price	$ 3.98
Range Three [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Prices, minimum	5.49
Range of Exercise Prices, maximum	$ 6.36
Number of Options Outstanding \| shares	496,350
Weighted Average Remaining Contractual Life in Years	7 years 2 months 19 days
Weighted Average Exercise Price	$ 6.10
Number Exercisable \| shares	291,919
Weighted Average Exercisable Exercise Price	$ 6.13
Range Four [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Prices, minimum	6.64
Range of Exercise Prices, maximum	$ 8.99
Number of Options Outstanding \| shares	1,246,241
Weighted Average Remaining Contractual Life in Years	5 years 2 months 1 day
Weighted Average Exercise Price	$ 7.85
Number Exercisable \| shares	432,802
Weighted Average Exercisable Exercise Price	$ 8.09

SCHEDULE OF RESTRICTED STOCK UNITS ACTIVITY (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of RSUs unvested, Outstanding, Beginning balance	1,411,930	1,275,680
Weighted Average Grant Date Fair Value, Beginning balance	$ 2.76	$ 2.16
Number of RSUs granted	251,524	223,860
Weighted Average Grant Date Fair Value, RSUs granted	$ 6.11	$ 6.43
Number of RSUs vested	(61,945)	(87,610)
Weighted Average Grant Date Fair Value, RSUs vested	$ 6.46	$ 3.42
Number of RSUs cancelled/forfeited
Number of RSUs unvested, Outstanding, Ending balance	1,601,509	1,411,930
Weighted Average Grant Date Fair Value, Ending balance	$ 3.14	$ 2.76

SCHEDULE OF STOCK BASED COMPENSATION GRANTED TO EMPLOYEES DIRECTORS CONSULTANTS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]
Stock based compensation related to equity instruments granted to related parties	$ 2,858	$ 2,023
Employees [Member] \| Selling, General and Administrative [Member]
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]
Stock based compensation related to equity instruments granted to related parties	2,289	1,464
Director [Member] \| Selling, General and Administrative [Member]
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]
Stock based compensation related to equity instruments granted to related parties	473	300
Consultants [Member] \| Selling, General and Administrative [Member]
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]
Stock based compensation related to equity instruments granted to related parties	$ 96	$ 259

SCHEDULE OF WARRANTS ACTIVITY (Details) - Warrant [Member]	12 Months Ended
	Dec. 31, 2020 $ / shares shares
Class of Warrant or Right [Line Items]
Number of Shares Warrants Outstanding, beginning balance	780,386
Weighted Avg. Exercise Price, Outstanding, beginning balance \| $ / shares	$ 2.12
Number of Shares Warrants Outstanding, Granted
Number of Shares Warrants Outstanding, Exercised
Number of Shares Warrants Outstanding, Expired
Number of Shares Warrants Outstanding and Exercisable, ending balance	780,386
Weighted Avg. Exercise Price, Outstanding and Exercisable, ending balance \| $ / shares	$ 2.12
Weighted average remaining contractual life of the outstanding warrants in years	3 years 6 months 10 days

SCHEDULE OF WARRANTS OUTSTANDING AND WARRANTS EXERCISABLE (Details)	12 Months Ended
	Dec. 31, 2020 $ / shares shares
Warrant [Member]
Class of Warrant or Right [Line Items]
Warrants Outstanding	780,386
Exercise Price \| $ / shares	$ 2.12
Warrants Exercisable	780,386
Lender Warrants [Member]
Class of Warrant or Right [Line Items]
Issue Date	May 11, 2015
Warrants Outstanding	125,000
Exercise Price \| $ / shares	$ 1.79
Warrants Exercisable	125,000
Expiration Date	May 11, 2025
Settlement Warrants [Member]
Class of Warrant or Right [Line Items]
Issue Date	Aug. 16, 2016
Warrants Outstanding	40,000
Exercise Price \| $ / shares	$ 3.75
Warrants Exercisable	40,000
Expiration Date	Aug. 16, 2021
Lender Warrants One [Member]
Class of Warrant or Right [Line Items]
Issue Date	Jul. 19, 2017
Warrants Outstanding	615,386
Exercise Price \| $ / shares	$ 2.08
Warrants Exercisable	615,386
Expiration Date	Jul. 19, 2024

STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION (Details Narrative) - USD ($)			1 Months Ended			12 Months Ended
	Jun. 04, 2020	Jul. 31, 2015	Mar. 31, 2020	Jul. 31, 2019	Feb. 28, 2019	Dec. 31, 2020	Dec. 31, 2019
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares authorized						50,000,000	50,000,000
Common stock, par value						$ 0.001	$ 0.001
Number of restrcited shares, value
Options exercise price, minimum						$ 1.47
Options exercise price, maximum						$ 8.99
Proceeds from issuance of common stock			$ 27,000
Preferred stock, shares authorized						5,000,000	5,000,000
Preferred stock, par value						$ 0.001	$ 0.001
Preferred stock, shares issued						0	0
Preferred stock, shares outstanding						0	0
Stock-based compensation						$ 2,775,000	$ 1,789,000
Mayfield Pharmaceuticals, Inc. [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock-based compensation						$ 20,000
Mayfield Pharmaceuticals, Inc. [Member] \| Elle Pharmaceutical, LLC [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued during period, shares, acquisitions					1,000,000
Number of common stock issued for consultants services						650,000
Aggregate purchase price						$ 1
Baum Performance Option [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares, options granted		600,000
Exercise price of options		$ 7.87
Weighted avg. remaining contractual life, options outstanding	5 years
Share-based compensation arrangement by share-based payment award, options, vested in period, fair value	$ 1,876,000
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected volatility rate	70.00%
Share-based compensation arrangement by share-based payment award, fair value assumptions, risk free interest rate	0.40%
Baum Performance Option [Member] \| Minimum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Average stock price		9
Baum Performance Option [Member] \| Maximum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Average stock price		$ 15
License Agreement [Member] \| Mayfield Pharmaceuticals, Inc. [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued				300,000
License Agreement [Member] \| Stowe Pharmaceuticals, Inc. [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued of restricted common stock, shares				1,750,000
2017 Incentive Stock and Awards Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Maximum number of common stock issuance under the plan						2,000,000
Shares available for future issuances						342,882
Mark Baum C E O [Member] \| Mayfield Pharmaceuticals, Inc. [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of common stock issued for consultants services							725,000
Mark Baum C E O [Member] \| Visionology Inc [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of common stock issued for consultants services						700,000
Andrew Boll C F O [Member] \| Mayfield Pharmaceuticals, Inc. [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of common stock issued for consultants services							362,500
Andrew Boll C F O [Member] \| Visionology Inc [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of common stock issued for consultants services						350,000
Common Stock Warrants One [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common shares issued under share-based arrangement							964,532
Number of shares issued							688,473
Warrants exercise price							$ 1.79
Common Stock Warrants Two [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common shares issued under share-based arrangement							454,055
Number of shares issued							454,055
Warrants exercise price							$ 1.79
Proceeds from issuance of warrant							$ 813,000
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued of restricted common stock, shares						185,785
Number of restrcited shares, value
Common shares issued under share-based arrangement						30,000	15,000
Range One [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Options exercise price, minimum						$ 1.47
Options exercise price, maximum						2.60
Range Two [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Options exercise price, minimum						3.04
Options exercise price, maximum						$ 4.50
Restricted Stock Units (RSUs) [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued of restricted common stock, shares						30,000	15,000
Number of restrcited shares, value						$ 167,000	$ 75,000
Restricted Stock Units (RSUs) [Member] \| Director [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued of restricted common stock, shares						35,224
Number of shares issued							87,610
Restricted Stock Units (RSUs) [Member] \| Employees [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued of restricted common stock, shares						161,000	185,000
Number of restrcited shares, value						$ 1,025,000	$ 1,139,000
Restricted Stock Units (RSUs) [Member] \| Board of Directors [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued of restricted common stock, shares						90,524	38,860
Number of restrcited shares, value						$ 511,000	$ 300,000
Restricted Stock Units (RSUs) [Member] \| Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued of restricted common stock, shares						185,785
Restricted stock units vested						26,721
Share-based Payment Arrangement, Option [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock withheld for payroll tax withholdings, shares						3,564	8,806
Common stock withheld for payroll tax withholdings, value						$ 8,000	$ 50,000
Share-based Payment Arrangement, Option [Member] \| Range One [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of common stock issued on cashless exercise						4,161	27,671
Common shares issued under share-based arrangement						16,750	82,929
Options exercise price, minimum						$ 1.70	$ 1.70
Options exercise price, maximum						$ 4.05	$ 4.17
Share-based Payment Arrangement, Option [Member] \| Range Two [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of common stock issued on cashless exercise						2,998	2,122
Common shares issued under share-based arrangement						2,998	2,122
Options exercise price, minimum						$ 3.04	$ 1.70
Options exercise price, maximum						3.20	$ 3.20
Proceeds from issuance of common stock							$ 6,000
Stock Option Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Closing price of common stock price per share						$ 6.86
Intrinsic value of options exercised						$ 50,000
Forfeiture factor, percentage						10.00%
Unrecognized compensation expense related to unvested stock options granted under the plan						$ 2,794,000
Expense expected to recognize over the weighted-average remaining vesting period						3 years 11 months 15 days
Stock-based compensation						$ 1,579,000	889,000
Stock Option Plan [Member] \| Employees and Consultant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Weighted avg. remaining contractual life, options exercisable						10 years
Share-based compensation arrangement by share-based payment award, plan modification, description and terms						Vesting terms for options granted to employees and consultants during the year ended December 31, 2020 generally included one of the following vesting schedules: 25% of the shares subject to the option vest and become exercisable on the first anniversary of the grant date and the remaining 75% of the shares subject to the option vest and become exercisable quarterly in equal installments thereafter over three years; and 100% of the shares subject to the option vest on a quarterly basis in equal installments over three years. Certain option awards provide for accelerated vesting if there is a change in control (as defined in the Plans) and in the event of certain modifications to the option award agreement.
Unvested RSUs [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Unrecognized compensation expense related to unvested stock options granted under the plan						$ 1,363,000
Expense expected to recognize over the weighted-average remaining vesting period						3 years 1 month 20 days
Stock-based compensation						$ 1,167,000	$ 879,000
Restricted Stock [Member] \| Mayfield Pharmaceuticals, Inc. [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued of restricted common stock, shares						475,000	2,450,000
Number of restrcited shares, value						$ 11,000
Stock-based compensation							$ 26,000
Restricted Stock [Member] \| Visionology Inc [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued of restricted common stock, shares						2,000,000
Number of restrcited shares, value						$ 96
Restricted Stock [Member] \| Consultants [Member] \| Mayfield Pharmaceuticals, Inc. [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued of restricted common stock, shares						500,000

SCHEDULE OF PROVISION FOR INCOME TAXES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Current: Federal
Current: State	4	8
Total current	4	8
Deferred: Federal	(771)	669
Deferred: State	138	(148)
Deferred: Change in valuation allowance	633	(521)
Total deferred
Income tax provision (benefit)	$ 4	$ 8

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

SCHEDULE OF INCOME TAX RECONCILIATION (Details)	12 Months Ended
SCHEDULE OF INCOME TAX RECONCILIATION (Details)	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
U.S. federal statutory tax rate	21.00%	21.00%
State tax benefit, net	(0.11%)	(6.73%)
Employee stock-based compensation	5.52%	3.10%
Other	(0.38%)	(358.67%)
Valuation allowance	(26.14%)	334.57%
Effective income tax rate	(0.11%)	(6.73%)

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
NOL’s	$ 19,685	$ 19,827
Depreciation and amortization	528	224
Other	413	641
Research and development credits	596	596
Deferred stock-based compensation	4,024	3,533
Basis difference in Melt	(398)	(1,119)
Basis difference in Surface	(502)	(1,185)
Basis difference in Eton	(8,626)	(7,528)
Capital losses	63	63
Park stock purchase identifiable intangibles	(274)	(270)
Limitation under 163(j)	195	299
ASC 842 lease liability	2,192	2,082
ASC 842 ROU asset	(2,061)	(1,959)
Total deferred tax assets, net	15,835	15,202
Valuation allowance	(15,835)	(15,202)
Net deferred tax assets

INCOME TAXES (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
INCOME TAXES (Details Narrative) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Deferred tax asset valuation allowance	$ 633	$ 521
Federal net operating loss carryforwards	62,856
State net operating loss carryforwards	$ 60,908
State net operating loss expiration date	2027
Federal net operating loss carryforward description	In addition, the Company has federal net operating loss carryforwards of $3,865 generated after 2017 that can be carried over indefinitely and may be used to offset up to 80% of federal taxable income.
Federal research and development tax credits	$ 354
State research and development tax credits	$ 305
Federal research and development tax credits expiration date	2026

EMPLOYEE SAVINGS PLAN (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Retirement Benefits [Abstract]
Percentage of salary deposits in tax deferred investment account	100.00%
Percentage of contributions made by the company	4.00%
Contributions by the company	$ 272	$ 312

- Definition

Amount of contribution received by defined benefit plan from employer which increases plan assets.

+ References + Details

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Thousands	1 Months Ended					12 Months Ended			36 Months Ended
	Jul. 31, 2020	Dec. 31, 2019	Oct. 31, 2019	May 31, 2019	Apr. 30, 2017	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2019
Loss Contingencies [Line Items]
Business acquisition description						In consideration for the acquisition of the intellectual property rights, the Company is obligated to make payments to the Inventors based on the completion of certain milestones, generally consisting of: (1) a payment payable within 30 days after the issuance of the first patent in the United States arising from the acquired intellectual property (if any); (2) a payment payable within 30 days after the Company files the first investigational new drug application (“IND”) with the FDA for the first product arising from the acquired intellectual property (if any); (3) for certain of the Inventors, a payment payable within 30 days after the Company files the first new drug application with the FDA for the first product arising from the acquired intellectual property (if any); and (4) certain royalty payments based on the net receipts received by the Company in connection with the sale or licensing of any product based on the acquired intellectual property (if any), after deducting (among other things) the Company’s development costs associated with such product. If, following five years after the date of the applicable asset purchase agreement, the Company either (a) for certain of the Inventors, has not filed an IND or, for the remaining Inventors, has not initiated a study where data is derived, or (b) has failed to generate royalty payments to the Inventors for any product based on the acquired intellectual property, the Inventors may terminate the applicable asset purchase agreement and request that the Company re-assign the acquired technology to the Inventors.
Accounts payable and accrued expenses		$ 371				$ 224	$ 371		$ 371
Royalty payments						682	846
Richard L. Lindstrom, M.D [Member]
Loss Contingencies [Line Items]
Royalty payments						149
Milestone payment in cash							63
Allergan USA, Inc. [Member]
Loss Contingencies [Line Items]
Lost profit damages				$ 49
Settlement Agreement [Member]
Loss Contingencies [Line Items]
Accrued damages								$ 640
Damages low claim rate, percentage								1.40%
Litigation amount paid			$ 571
Sales and Marketing Agreements [Member]
Loss Contingencies [Line Items]
Additional paid in capital and stock based payments						83	159
Commission expense incurred						2,434	2,700
Sales and Marketing Agreements [Member] \| Minimum [Member]
Loss Contingencies [Line Items]
Commission payments, percentage									10.00%
Sales and Marketing Agreements [Member] \| Maximum [Member]
Loss Contingencies [Line Items]
Commission payments, percentage									14.00%
License Agreement [Member] \| Richard L. Lindstrom, M.D [Member] \| Initial Payment [Member]
Loss Contingencies [Line Items]
Royalty payments					$ 50
License Agreement [Member] \| Richard L. Lindstrom, M.D [Member] \| DirectorSellingAndAdminstrativeMember
Loss Contingencies [Line Items]
Royalty payments					50
Sales revenue net					50
License Agreement [Member] \| Richard L. Lindstrom, M.D [Member] \| Final Payment [Member]
Loss Contingencies [Line Items]
Royalty payments					50
Sales revenue net					$ 100
License Agreement [Member] \| Mayfield Pharmaceuticals, Inc. [Member]
Loss Contingencies [Line Items]
Number of shares issued	300,000
License Agreement [Member] \| Stowe Pharmaceuticals, Inc. [Member]
Loss Contingencies [Line Items]
Number of shares issued	1,750,000
Klarity License Agreement [Member] \| Richard L. Lindstrom, M.D [Member]
Loss Contingencies [Line Items]
Royalty payments						129	103
Royalty payment description					Under the terms of the Klarity License Agreement, the Company is required to make royalty payments to Dr. Lindstrom ranging from 3% to 6% of net sales, dependent upon the final formulation of the Klarity Product sold.
Milestone payments on payables						35	55
Injectable Asset Purchase Agreement [Member] \| Richard L. Lindstrom, M.D [Member]
Loss Contingencies [Line Items]
Royalty payments						55	40
Royalty payment description		he Company is required to make royalty payments to Dr. Lindstrom ranging from 2% to 3% of net sales, dependent upon the final formulation and patent protection of the Lindstrom Product sold.
Milestone payment in cash						55	0
Milestone payments on payables						7	40
Injectable Asset Purchase Agreement [Member] \| Richard L. Lindstrom, M.D [Member] \| Initial Payment [Member]
Loss Contingencies [Line Items]
Royalty payments		$ 33
Presbyopia Asset Purchase Agreement [Member] \| Richard L. Lindstrom, M.D [Member]
Loss Contingencies [Line Items]
Royalty payments						0	0
Royalty payment description		the Company is required to make royalty payments to Dr. Lindstrom ranging from 2% to 4% of net sales, dependent upon the final formulation and patent protection of the Presbyopia Product sold.
Milestone payment in cash						0	0
Milestone payments on payables						0	$ 0
Dexycu Agreement [Member]
Loss Contingencies [Line Items]
Commission expense incurred						$ 357

SCHEDULE OF SEGMENT NET REVENUES, SEGMENT OPERATING EXPENSES AND SEGMENT CONTRIBUTION (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Segment Reporting Information [Line Items]
Net Revenues	$ 48,871	$ 51,165
Cost of sales	14,463	16,749
Cost of sales	(14,463)	(16,749)
Gross profit	34,408	34,416
Selling, general and administrative	31,247	33,088
Research and development	2,413	2,083
Operating income (loss)	385	(4,795)
Operating Segments [Member]
Segment Reporting Information [Line Items]
Net Revenues	48,871	51,165
Cost of sales	14,463	16,749
Cost of sales	(14,463)	(16,749)
Gross profit	34,408	34,416
Selling, general and administrative	22,835	24,634
Research and development	847	1,367
Segment contribution	10,726	8,399
Operating income (loss)		(4,795)
Amortization	(167)	(209)
Asset sales and impairments, net	385	(4,040)
Operating Segments [Member] \| Research and Development Expense [Member]
Segment Reporting Information [Line Items]
Operating income (loss)	(1,566)	(716)
Operating Segments [Member] \| Pharmaceutical Compounding [Member]
Segment Reporting Information [Line Items]
Net Revenues	48,871	51,165
Cost of sales	(14,463)	(16,749)
Cost of sales	14,463	16,749
Gross profit	34,408	34,416
Selling, general and administrative	22,691	24,460
Research and development	759	1,006
Segment contribution	10,958	8,934
Operating Segments [Member] \| Pharmaceutical Drug Development [Member]
Segment Reporting Information [Line Items]
Net Revenues
Cost of sales
Cost of sales
Gross profit
Selling, general and administrative	144	174
Research and development	88	361
Segment contribution	(232)	(535)
Corporate, Non-Segment [Member]
Segment Reporting Information [Line Items]
Operating income (loss)	$ (8,245)	$ (8,245)

SEGMENT INFORMATION AND CONCENTRATIONS (Details Narrative)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Revenue, Major Customer [Line Items]
Number of operating segments, description.	two operating segments
Percentage of sales derived from large number of customer	10.00%	10.00%
Three Main Suppliers [Member]
Revenue, Major Customer [Line Items]
Percentage of sales derived from large number of customer	77.00%	73.00%

SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended			12 Months Ended
	Mar. 31, 2021	Feb. 28, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Subsequent Event [Line Items]
Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit				$ 1.47
Share-based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit				$ 8.99
Proceeds from Issuance of Common Stock			$ 27
Restricted Stock Units (RSUs) [Member]
Subsequent Event [Line Items]
Shares issued of restricted common stock, shares				30,000	15,000
Common Stock [Member]
Subsequent Event [Line Items]
Shares issued of restricted common stock, shares				185,785
Common Stock [Member] \| Restricted Stock Units (RSUs) [Member]
Subsequent Event [Line Items]
Shares issued of restricted common stock, shares				185,785
Subsequent Event [Member]
Subsequent Event [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	10,989
Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit	$ 1.70
Share-based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit	$ 3.96
Subsequent Event [Member] \| Restricted Stock Units (RSUs) [Member] \| Andrew R Boll [Member]
Subsequent Event [Line Items]
Shares issued of restricted common stock, shares		22,500
Common stock withheld for payroll tax withholdings		7,500
Common stock withheld for payroll tax withholdings, value		$ 58
Subsequent Event [Member] \| Restricted Stock Units (RSUs) [Member] \| Mark L Baum [Member]
Subsequent Event [Line Items]
Shares issued of restricted common stock, shares		200,000
Subsequent Event [Member] \| Common Stock [Member]
Subsequent Event [Line Items]
Stock Issued During Period, Shares, New Issues	10,989