0001493152-22-006525 | 10-K | XBRL Viewer

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Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents, including restricted cash of $200 at December 31, 2020	$ 42,167	$ 4,301
Investment in Eton Pharmaceuticals	8,503	28,455
Accounts receivable, net	4,470	2,662
Inventories	4,217	3,962
Prepaid expenses and other current assets	1,305	1,602
Total current assets	21,731	9,074
Property, plant and equipment, net	3,141	3,868
Capitalized software development costs, net	1,313	585
Operating lease right-of-use assets	5,935	6,799
Intangible assets, net	15,813	1,939
Investment in Melt Pharmaceuticals	11,133
Goodwill	332	332
TOTAL ASSETS	22,143	9,119
Current liabilities
Accounts payable and accrued expenses	6,337	3,932
Accrued payroll and related liabilities	3,089	2,315
Deferred revenue and customer deposits	16	66
Current portion of loans payable, net of unamortized debt discount		3,898
Current portion of operating lease obligations	272	580
Current portion of finance lease obligations	8	8
Total current liabilities	9,722	10,799
Operating lease liabilities, net of current portion	6,012	6,652
Finance lease obligations, net of current portion	10	17
Accrued expenses, net of current portion		800
Loans payable, net of current portion and unamortized debt discount	71,654	12,378
TOTAL LIABILITIES	1,514	1,666
Commitments and contingencies
STOCKHOLDERS’ EQUITY
Common stock, $0.001 par value, 50,000,000 shares authorized, 26,902,763 and 25,749,875 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively	27	26
Additional paid-in capital	106,666	104,557
Accumulated deficit	(95,407)	(77,400)
TOTAL HARROW HEALTH STOCKHOLDERS’ EQUITY	20,629	7,453
Noncontrolling interests	(355)	(355)
TOTAL STOCKHOLDERS’ EQUITY	10,931	26,828
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	22,143	9,119
Surface Ophthalmics [Member]
Current assets
Investment in Melt Pharmaceuticals		1,314
Melt Pharmaceuticals [Member]
Current assets
Investment in Melt Pharmaceuticals	$ 11,133	$ 1,655

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Restricted cash		$ 200
Common stock, par value	$ 0.001	$ 0.001
Common stock, sharess authorized	50,000,000	50,000,000
Common stock, shares issued	26,902,763	25,749,875
Common stock, shares outstanding	26,902,763	25,749,875

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Revenues:
Total revenues	$ 72,476	$ 48,871
Cost of sales	(18,214)	(14,463)
Gross profit	54,262	34,408
Operating expenses:
Selling, general and administrative	41,315	31,247
Research and development	11,084	2,413
Impairment of long-lived assets	249	363
Total operating expenses	52,648	34,023
Income from operations	10,143	8,109
Other income (expense):
Interest expense, net	(5,436)	(2,236)
Equity in losses of unconsolidated entities	(5,334)	(4,746)
Loss on early extinguishment of debt	(756)
Gain on forgiveness of PPP loan	1,967
Other income (expense), net	197	(73)
Total other expense, net	(19,488)	(3,800)
Loss before income tax provision	(17,874)	(3,415)
Income tax provision, net	(133)	(4)
Total net loss including noncontrolling interests	(18,007)	(3,419)
Net loss attributable to noncontrolling interests		62
Net loss attributable to Harrow Health, Inc.	(10,143)	(8,109)
Preferred dividends and accretion of preferred stock issuance costs	(472)
Net loss attributable to common stockholders	$ (18,479)	$ (3,357)
Basic and diluted net loss per share of common stock	$ (0.69)	$ (0.13)
Weighted average number of shares of common stock outstanding, basic and diluted	26,757,451	25,895,352
Eton Pharmaceuticals [Member]
Other income (expense):
Investment (loss) gain from investment in Eton Pharmaceuticals, net	$ (10,126)	$ 3,255
Product Sales, Net [Member]
Revenues:
Total revenues	69,104	48,479
Other Revenues [Member]
Revenues:
Total revenues	$ 3,372	$ 392

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total Harrow Health Inc Stockholders Equity [Member]	Noncontrolling Interest [Member]	Total
Beginning 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 stock-based options			(29)		(29)		(29)
Exercise of employee options, shares		7,159
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
Exercise of employee stock-based options			65		65		65
Exercise of employee options, shares		25,480
Exercise of warrants
Exercise of warrants, shares		311,369
Shares withheld related to net share settlement of equity awards			(3,228)		(3,228)		(3,228)
Shares withheld related to net share settlement of equity awards, shares		(391,461)
Issuance of preferred shares, net of discounts and issuance costs			10,655		10,655		10,655
Issuance of preferred shares, net of discounts and issuance costs, shares	440,000
Redemption of preferred shares			(11,000)		(11,000)		(11,000)
Redemption of preferred shares, shares	(440,000)
Payment of preferred dividends			(127)		(127)		(127)
Vesting of RSUs		$ 1	(1)
Issuance of common stock related to vesting of RSUs, shares		1,207,500
Stock-based compensation expense			5,745		5,745		5,745
Net loss				(18,007)	(18,007)		(18,007)
Ending balance, value at Dec. 31, 2021		$ 27	$ 106,666	$ (95,407)	$ 11,286	$ (355)	$ 10,931
Balance, shares at Dec. 31, 2021		26,902,763					3,500,000

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss (including noncontrolling interests)	$ (18,007)	$ (3,419)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	1,717	1,880
Amortization of intangible assets	161	167
Amortization of operating lease right-of-use assets	518	696
Provision for bad debt expense	35	213
Interest paid-in-kind on SWK Loan		358
Amortization of debt issuance costs and discount	677	457
Gain on forgiveness of PPP loan	(1,967)
Investment loss (gain) from investment in Eton	10,126	(3,255)
Equity in losses of unconsolidated entities	5,334	4,746
Loss on sale and disposal of equipment	41	105
Loss on early extinguishment of loan	706
Impairment of long-lived assets	249	363
Stock based payment of consulting services		83
Stock-based compensation	5,745	2,775
Changes in assets and liabilities:
Accounts receivable	(1,831)	(866)
Inventories	(255)	(661)
Prepaid expenses and other current assets	(621)	(294)
Accounts payable and accrued expenses	1,730	(4,655)
Accrued payroll and related liabilities	774	198
Deferred revenue and customer deposits	(50)	9
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	5,082	(1,100)
CASH FLOWS FROM INVESTING ACTIVITIES
Net proceeds from sale of investment in Eton Pharmaceuticals	9,826
Issuance of note receivable, Melt Pharmaceuticals	(12,592)
Proceeds from sale and disposal of assets		13
Investment in patent and trademark assets	(84)	(132)
Purchase of product NDAs and patents	(14,050)
Purchases of property, plant and equipment and capitalized software development costs	(1,786)	(862)
NET CASH USED IN INVESTING ACTIVITIES	(18,686)	(981)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on finance lease obligations	(7)	(8)
Net proceeds from 8.625% notes payable, net of costs	71,073
Principal and exit fee payments on SWK loan	(15,961)	(1,497)
Net proceeds from PPP loan payable		1,967
Proceeds from SWK debt, net of costs		1,000
Payment of taxes upon vesting of RSUs	(3,228)	(29)
Proceeds from exercise of stock options	65
Sale of preferred stock, net of discount and issuance costs	10,655
Repayment of preferred stock	(11,000)
Payment of preferred stock dividends	(127)
NET CASH PROVIDED BY FINANCING ACTIVITIES	51,470	1,433
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	37,866	(648)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of year	4,301	4,949
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of year	42,167	4,301
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Cash and cash equivalents	42,167	4,101
Restricted cash		200
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF YEAR	42,167	4,301
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes	11	4
Cash paid for interest	4,823	1,791
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Purchase of property, plant and equipment included in accounts payable and accrued expenses	123	214
Net reduction in right-of-use assets and lease obligations due to modifications	346	936
Melt accounts receivable transferred to note receivable	$ 908

ORGANIZATION

12 Months Ended

Dec. 31, 2021

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”) is an ophthalmic-focused healthcare company that 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 non-controlling equity positions in Surface Ophthalmics, Inc. (“Surface”) and Melt Pharmaceuticals, Inc. (“Melt”), both companies that began as subsidiaries of Harrow. In 2020, Harrow created Visionology, Inc. (“Visionology”), which recently launched an online eye health platform business. Harrow also owns royalty rights in various drug candidates being developed by Surface and Melt.

As of December 31, 2021, the Company suspended 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 in other areas of the Company’s business. The suspension of these operations did not have a material impact on the financial results of the Company.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2021

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 and Stowe, subsidiaries of which the Company owned 79% and 70% of their equity interests, respectively, as of December 31, 2020. The remaining 21% of Mayfield was 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-focused drug candidates. The remaining 30% of Stowe was owned by TGV. Stowe was organized to develop ophthalmic drug candidates. During 2021, the Company gained control of 100% of the equity interests in Stowe and Mayfield. The Company controls 100% of the equity interests in Visionology. All inter-company accounts and transactions have been eliminated in consolidation.

The Company consolidates entities in which it has a controlling financial interest. The Company assesses control under the Variable Interest Entity (“VIE”) model to determine whether the Company is the primary beneficiary of that entity’s operations. If an entity is not deemed to be a VIE, we consolidate entities 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, recoverability of investments, realizability of deferred taxes, fair value of intangible assets, recoverability of long-lived assets and goodwill, 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 certain regulatory standards, approvals, 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.

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. Management has identified two operating segments as reportable segments for periods covered by this Annual Report on Form 10-K. 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 or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services (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

Research and development (“R&D”) 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. We expense all costs related to R&D as they are incurred.

Upfront and milestone payments related to the acquisition and licensing of technology for drug and product candidates that are not yet approved by the FDA are considered acquisition of in process R&D and expensed as R&D in the period in which the expense occurs.

Debt Issuance Costs and Debt Discount

Debt issuance costs and the debt discount are recorded net of loans payable 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). If costs are not capitalized they are expensed as incurred.

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.

The Company accounts for income taxes under the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, Income Taxes. As of December 31, 2021 and 2020, 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, 2021 and 2020, and has not recognized interest and/or penalties in the consolidated statements of operations for the years ended December 31, 2021 and 2020. The Company is subject to taxation in the United States, California, Florida, Georgia, Illinois, New Jersey, New York, Tennessee, and Wisconsin. 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.

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’s investment in Eton Pharmaceuticals, Inc. (“Eton”) consists of common stock with a readily determinable fair value which is carried at fair value with changes in fair value recognized in earnings. In accordance with the Accounting Standards Update (“ASU”) 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, the Company recorded an unrealized investment (loss) gain from its Eton common stock position of $(8,720) and $3,255, during the years ended December 31, 2021, respectively, related to the change in fair market value of its investment in Eton during the measurement period.

During the year ended December 31, 2021, the Company sold 1,518,000 shares of its Eton common stock through an underwritten public offering at a public offering price of $7.00 per share (the “Eton Stock Sale”). The gross proceeds to the Company from the Eton Stock Sale were $10,626, before deducting underwriting discounts and commissions and other offering expenses payable by the Company of $799. During the year ended December 31, 2021, the Company recorded a realized loss of $1,406 related to the Eton Stock Sale. Following the Eton Stock Sale and as of December 31, 2021, the Company owns 1,982,000 shares of Eton common stock, which represents less than 10% of the equity interests of Eton. At December 31, 2021, the fair market value of Eton’s common stock was $4.29 per share. As of December 31, 2021, the fair market value of the Company’s investment in Eton was $8,503.

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 $40 and $98 as of December 31, 2021 and 2020, 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

The Company owns 3,500,000 shares of common stock (which is approximately 46% of the equity interests as of December 31, 2021) of Melt. The Company analyzes its investment in Melt and related agreements on a regular basis to evaluate its position of variable interests in Melt. The Company has determined that it does not have the ability to control Melt, however it has the ability to exercise significant influence over the operating and financial decisions of Melt, and uses the equity method of accounting for this investment. 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. During the year ended December 31, 2021, the Company reduced its common stock investment in Melt to $0 as a result of the Company recording its share of equity losses in Melt since its deconsolidation in 2019. As of December 31, 2021 and at the time of entering into the Melt Loan Agreement (see Note 4), the Company owned 100% of the debt owed by Melt. Following the reduction of the carrying value of the Company’s common stock investment in Melt to $0, the Company began recording 100% of the equity method losses of Melt, based on its ownership of total debt owed by Melt in accordance with ASC 323. In addition, the Company treats interest paid in kind on the Melt Loan Agreement as an in-substance capital contribution and reduces its investment in Melt accordingly, rather than recording interest income. The Company has no other requirements to advance funds to Melt.

The following table summarizes the Company’s investments in Melt as of December 31, 2021:

SCHEDULE OF INVESTMENT

	Cost		Share of Equity Method			Paid-in-Kind		In-substance Capital			Net Carrying
	Basis		Losses			Interest		Contributions			value
Common stock	$	5,810	$	(5,810	)	$	-	$	-		$	-
Loan		13,500		(2,367	)		576		(576	)		11,133
	$	19,310	$	(8,177	)	$	576	$	(576	)	$	11,133

The following table summarizes the Company’s investments in Melt as of December 31, 2020:

	Cost		Share of Equity			Net
	Basis		Method Losses			Carrying value
Common stock	$	5,810	$	(4,155	)	$	1,655

At December 31, 2021 and 2020, the Company recorded $48 and $851, respectively, due from Melt for reimbursable expenses and amounts due under a Management Services Agreement between the Company and Melt (the “Melt MSA”), which are included in prepaid expenses and other current assets in the accompanying consolidated balance sheets.

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 20% of the equity interests following the close of a round of financing completed by Surface in July 2021) 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 in Surface. Any intra-entity profits and losses are eliminated. During the year ended December 31, 2021 the Company reduced its common stock investment in Surface to $0 as a result of the Company recording its share of equity losses of Surface. The Company has no other investments in Surface.

The following table summarizes the Company’s investment in Surface as of December 31, 2021:

	Cost		Share of Equity			Net
	Basis		Method Losses			Carrying value
Common stock	$	5,320	$	(5,320	)	$	-

The following table summarizes the Company’s investments in Surface as of December 31, 2020:

	Cost		Share of Equity			Net
	Basis		Method Losses			Carrying value
Common stock	$	5,320	$	(4,006	)	$	1,314

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

Impairment of Equity Method Investments and Note Receivable

On a quarterly basis, management assesses whether there are any indicators that the carrying value of the Company’s equity method investments and note receivable from Melt may be other than temporarily impaired. Indicators include financial condition, operating performance, and near-term prospects of the investee. To the extent indicators suggest that a loss in value may have occurred, the Company will evaluate both quantitative and qualitative factors to determine if the loss in value is other than temporary. If a potential loss in value is determined to be other than temporary, the Company will recognize an impairment loss based on the estimated fair value of the equity method investments and note receivable. At December 31, 2021 and 2020, no indicators of impairment existed.

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 hardware and furniture and equipment are depreciated over three to five years.

Capitalized Software Development Costs

The Company capitalizes certain costs related to the development of internal-use software. Costs incurred during the application development phase are capitalized only when the Company believes it is probable the development will result in new or additional functionality. The types of costs capitalized during the application development phase include consulting fees for third-party developers working on these projects. Costs related to the preliminary project stage and post-implementation activities are expensed as incurred. Internal-use software is amortized on a straight-line basis over the estimated useful life of the asset, which ranges from two to five years. When internal-use software that was previously capitalized is abandoned, the cost less the accumulated amortization, if any, is recorded as amortization expense. Fully amortized capitalized internal-use software costs are removed from their respective accounts.

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. Acquired product rights, including new drug applications (“NDAs”), are amortized over their estimated useful lives, generally 10 years, based on a 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.

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.

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 and the Notes. The carrying amount of these financial instruments, except for the investment in Eton and the Notes (see Note 13), 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.

At December 31, 2021 and 2020, the Company measured its investment in Eton at fair value 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, 2021 and 2020, the fair market value of the Company’s investment in Eton was $8,503 and $28,455, respectively.

At December 31, 2021, the carrying value and fair value of the Notes were $71,654 and $78,810, respectively. The Notes are classified as Level 1 instruments as the fair value is determined using quoted market prices in active markets for the same securities.

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 Loss per Common Share

Basic net loss per common share is computed by dividing net loss attributable to common stockholders for the period by the weighted average number of common shares outstanding during the period. Diluted income per share is computed by dividing the income 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 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 5,646,594 and 5,411,929 at December 31, 2021 and 2020, respectively, and are excluded in the calculation of diluted net income 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, 2021 and 2020 was 267,761 and 200,463, respectively.

The following table shows the computation of basic net loss per share of common stock for the years ended December 31, 2021 and 2020 (in 000’s, except share and per share amounts):


	For the Year Ended December 31,
	2021			2020

Numerator – net loss attributable to Harrow Health, Inc. common stockholders	$	(18,479	)	$	(3,357	)
Denominator – weighted average number of shares outstanding, basic and diluted		26,757,451			25,895,352
Net loss per share, basic and diluted	$	(0.69	)	$	(0.13	)

Recently Adopted 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 became effective for the Company on January 1, 2021 on a prospective basis. Adoption of this ASU did not have a material impact on the Company’s 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 current period. 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, 2021

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 two primary streams of revenue: (1) revenue recognized from our sale of products within our pharmacy services and (2) revenue recognized from intellectual property license and asset purchase agreements.

Product Revenues

The Company sells prescription drugs directly through its pharmacy and outsourcing facility network. Revenue from our pharmacy services division 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 the Company 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 Company’s part to recognize the associated revenue.

Transfer of Profit Revenues

During the year ended December 31, 2021, the Company entered into an agreement to purchase the exclusive commercial rights to assets associated with certain ophthalmic products from another pharmaceutical company (the “Seller”). During a temporary, six month transition period, the Seller will continue to manufacture and market these products and transfer the net profit from the sale of the products to the Company. The revenue recognized by the Company from the transfer of net profit is recognized at the time profit from the products sales has been calculated by the Seller and confirmed by the Company, typically on a monthly basis, at which point there is no future performance obligation required by the Company and no consequential continuing involvement on the Company in part 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, 2021 and 2020, consists of the following:

SCHEDULE OF DISAGGREGATED REVENUE

	For the Year Ended December 31,
	2021		2020
Product sales, net	$	69,104	$	48,479
Commissions		3,253		356
Transfer of profit		99		-
License		20		36
Total revenues	$	72,476	$	48,871

Deferred revenue and customer deposits at December 31, 2021 and 2020, were $16 and $66, respectively. All deferred revenue and customer deposit amounts at December 31, 2020 were recognized as revenue during the year ended December 31, 2021.

- 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=123351226&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=123351226&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=123351226&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=123351226&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=123351226&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=123351226&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=123351226&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=123351226&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=123351226&loc=SL49130554-203045

+ Details

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

12 Months Ended

Dec. 31, 2021

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 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, 2021 and 2020, the Company was due $48 and $851, 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, 2021. The Company’s Chief Executive Officer, Mark L. Baum, was previously a member of the Melt board of directors until his resignation in November 2021. Following Mr. Baum’s departure, the Company no longer has any representation on Melt’s board of directors.

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

SCHEDULE OF CONDENSED INCOME STATEMENT

	2021			2020
	For the Year Ended December 31,
	2021			2020
Revenues, net	$	-		$	-
Loss from operations		6,655			3,907
Net loss	$	(6,655	)	$	(3,907	)

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

SCHEDULE OF CONDENSED BALANCE SHEET

	2021			2020
	At December 31,
	2021			2020
Current assets	$	11,278		$	2,956
Non-current assets		-			2
Total assets	$	11,278		$	2,958

Total liabilities	$	15,732		$	1,336
Total preferred stock and stockholders’ (deficit) equity		(4,454	)		1,622
Total liabilities and stockholders’ equity	$	11,278		$	2,958

Melt Note Receivable

In September 2021, the Company entered into a loan and security agreement in the principal amount of $13,500 (the “Melt Loan Agreement”), as lender, with Melt, as borrower. Amounts borrowed under the Melt Loan Agreement bear interest at twelve and one-half percent (12.50%) per annum, which interest can be paid in-kind at the option of Melt until the maturity date. The Melt Loan Agreement permits Melt to pay interest only on the principal amount loaned thereunder through the term and all amounts owed will be due and payable on September 1, 2022. Melt may elect to prepay all, but not less than all, of the amounts owed prior to the maturity date at any time without penalty.

Melt has granted the Company a security interest in substantially all of its personal property, rights and assets, including intellectual property rights, to secure the payment of all amounts owed under the Melt Loan Agreement. The Melt Loan Agreement contains customary representations, warranties and covenants, including covenants by Melt limiting additional indebtedness, liens, mergers and acquisitions, dispositions, investments, distributions, subordinated debt, and transactions with affiliates. The Melt Loan Agreement includes customary events of default, and upon the occurrence of an event of default (subject to cure periods for certain events of default), all amounts owed by Melt thereunder may be declared immediately due and payable by the Company, and the interest rate on the loan may be increased by three percent (3%) per annum.

In connection with the Melt Loan Agreement, the Company and Melt entered into a Right of First Refusal Agreement providing the Company with the right, but not the obligation, to match any offer received by Melt associated with the commercial rights to any of Melt’s drug candidates for a period of five years following the effective date of the Melt Loan Agreement.

The net funds received by Melt excluded $908 for amounts owed to the Company for reimbursable expenses and amounts due under the Melt MSA prior to the effective date of the note receivable (see Note 2).

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

12 Months Ended

Dec. 31, 2021

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, 2021, 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. Dr. Lindstrom is a principal of Flying L Partners, an affiliate of a funding investor who purchased the Surface Series A Preferred Stock.

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

SUMMARY OF CONDENSED INCOME STATEMENT

	2021			2020
	For the Years Ended December 31,
	2021			2020
Revenues, net	$	-		$	-
Loss from operations		10,143			8,109
Net loss	$	(10,143	)	$	(8,109	)

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

SUMMARY OF CONDENSED BALANCE SHEET


	At December 31,
	2021		2020
Current assets	$	21,731	$	9,074
Non-current assets		412		45
Total assets		22,143		9,119

Total liabilities	$	1,514	$	1,666
Total stockholders’ equity		20,629		7,453
Total liabilities and stockholders’ equity	$	22,143	$	9,119

RESTRICTED CASH

12 Months Ended

Dec. 31, 2021

Restricted Cash

RESTRICTED CASH

NOTE 6. RESTRICTED CASH

The restricted cash at December 31, 2020 consisted of funds in a money market account and held as collateral for additional security for the Company’s New Jersey facility lease. All restrictions on this cash were released during the year ended December 31, 2021. At December 31, 2020, the restricted cash was recorded at amortized cost, which approximates fair value.

INVENTORIES

12 Months Ended

Dec. 31, 2021

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, 2021 and 2020 was as follows:

SCHEDULE OF INVENTORIES

	2021		2020
	December 31,
	2021		2020
Raw materials	$	2,441	$	2,501
Work in progress		-		17
Finished goods		1,776		1,444
Total inventories	$	4,217	$	3,962

PREPAID EXPENSES AND OTHER CURRENT ASSETS

12 Months Ended

Dec. 31, 2021

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:

	2021		2020
	December 31,
	2021		2020
Prepaid insurance	$	728	$	160
Other prepaid expenses		437		401
Receivable due from Melt		48		851
Deposits and other current assets		92		190
Total prepaid expenses and other current assets	$	1,305	$	1,602

PROPERTY, PLANT AND EQUIPMENT

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

PROPERTY, PLANT AND EQUIPMENT

NOTE 9. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, net at December 31, 2021 and 2020 consisted of the following:

	2021			2020
	December 31,
	2021			2020
Property, plant and equipment, net:
Computer hardware	$	772		$	690
Furniture and equipment		443			418
Lab and pharmacy equipment		4,056			3,426
Leasehold improvements		5,703			5,720
		10,974			10,254
Accumulated depreciation and amortization		(7,833	)		(6,386	)
Property, plant and equipment, net	$	3,141		$	3,868

During the years ended December 31, 2021 and 2020, the Company disposed of property, plant and equipment with a net book value of $41 and a write down of equipment of $150 and $105, respectively, related to the discontinued use of certain lab equipment and computer software and hardware and is included in other expense, net in of the consolidated statements of operations. The Company purchased $753 of lab and pharmacy equipment from Eton during the year ended December 31, 2021. The Company recorded depreciation and amortization expense of $1,580 and $1,702 during the years ended December 31, 2021 and 2020, respectively.

CAPITALIZED SOFTWARE DEVELOPMENT COSTS

12 Months Ended

Dec. 31, 2021

Capitalized Software Development Costs

CAPITALIZED SOFTWARE DEVELOPMENT COSTS

NOTE 10. CAPITALIZED SOFTWARE DEVELOPMENT COSTS

Capitalized software development costs at December 31, 2021 and 2020 consisted of the following:

	2021			2020
	December 31,
	2021			2020
Capitalized internal-use software development costs	$	417		$	554
Acquired third-party software license for internal-use		684			126
Total gross capitalized software for internal-use		1,101			680
Accumulated amortization		(569	)		(432	)
Capitalized internal-use software in process		781			337
	$	1,313		$	585

The Company recorded amortization expense of $137 and $178 related to capitalized software development costs during the years ended December 31, 2021 and 2020, respectively.

INTANGIBLE ASSETS AND GOODWILL

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS AND GOODWILL

NOTE 11. INTANGIBLE ASSETS AND GOODWILL

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

SCHEDULE OF INTANGIBLE ASSETS

	Amortization
	periods			Accumulated						Net
	(in years)	Cost		amortization			Impairment			Carrying value
Patents	17-19 years	$	922	$	(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.

During the year ended December 31, 2021, the Company entered into an Asset Purchase Agreement (the “NVS Agreement”) with Novartis Technology, LLC and Novartis Ophthalmics AG (together, “NVS”), pursuant to which the Company purchased from NVS the exclusive commercial rights, including the New Drug Applications (“NDAs”), to assets associated with ophthalmic products Moxeza, Iopidine 1% and 0.5%, and Maxitrol eyedrops suspension (collectively the “ NVS Products”) in the United States of America(“U.S.”). The Company made a one-time payment of $14,050 to NVS for the U.S. rights to the NVS Products and their related intellectual property. The Company accounted for this transaction as an asset acquisition, as the Company only acquired the rights and related intellectual property for the NVS Products and the cost was allocated to the acquired patents and NDAs based on their relative fair values.

The Company’s intangible assets at December 31, 2021 consisted of the following:

	Amortization
	periods			Accumulated						Net
	(in years)	Cost		amortization			Impairment			Carrying value
Patents	7-19 years	$	966	$	(75	)	$	-		$	891
Licenses	20 years		100		(7	)		-			93
Trademarks	Indefinite		359		-			(99	)		260
Acquired NDAs	10 years		13,635		-			-			13,635
Customer relationships	3-15 years		1,519		(586	)		-			933
Trade name	5 years		5		(5	)		-			-
Non-competition clause	3-4 years		50		(50	)		-			-
State pharmacy licenses	25 years		8		(7	)		-			1
		$	16,642	$	(730	)	$	(99	)	$	15,813

During the year ended December 31, 2021, the Company recorded impairment charges of $99 related to 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, 2021 and 2020 were as follows:

	2021		2020
	For the Year Ended December 31,
	2021		2020
Patents	$	26	$	32
Licenses		2		1
Customer relationships		133		134
Amortization of intangible assets	$	161	$	167

Estimated future amortization expense for the Company’s intangible assets at December 31, 2021 is as follows:

Years ending December 31,
2022		1,602
2023		1,592
2024		1,592
2025		1,592
2026		1,586
Thereafter		7,589
Intangible assets	$	15,553

There were no changes in the carrying value of the Company’s goodwill during the years ended December 31, 2021 and 2020.

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

12 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

NOTE 12. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses at December 31, 2021 and 2020 consisted of the following:

	2021			202 0
	December 31,
	2021			2020
Accounts payable	$	5,174		$	3,645
Other accrued expenses		49			49
Accrued interest (see Note 13)		1,114			238
Accrued exit fee for note payable (see Note 13)		-			800
Total accounts payable and accrued expenses		6,337			4,732
Less: Current portion		(6,337	)		(3,932	)
Non-current total accrued expenses	$	-		$	800

DEBT

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

DEBT

NOTE 13. DEBT

8.625% Senior Notes Due 2026

In April 2021, the Company closed an offering of $50,000 aggregate principal amount of 8.625% senior notes due in April 2026, and in May 2021 issued an additional $5,000 of such notes pursuant to the full exercise of the underwriters’ option to purchase additional notes (collectively, the “April Notes”). The April Notes were sold to investors at a par value of $25.00 per April Note and the offering resulted in net proceeds to the Company of approximately $51,909 after deducting underwriting discounts and commissions and expenses of $3,091. In June 2021, in a further issuance of the April Notes, the Company sold an additional $20,000 aggregate principal amount of such notes (the “June Notes,” and together with the April Notes, the “Notes”), at a price of $25.75 per June Note, with interest of $278 on the June Notes being accrued from April 20, 2021 as of the date of issuance. The June offering resulted in net proceeds to the Company of approximately $19,164 after deducting underwriting discounts and commissions and expenses of $1,158 and a premium on note issuance of $322. The June Notes are treated as a single series with the April Notes under the indenture governing the April Notes, dated as of April 20, 2021, and have the same terms as the April Notes (other than the initial offering price and issue date). The Notes are senior unsecured obligations of the Company and rank equally in right of payment with all of our other existing and future senior unsecured and unsubordinated indebtedness. The Notes are effectively subordinated in right of payment to all of the Company’s existing and future secured indebtedness and structurally subordinated to all existing and future indebtedness of the Company’s subsidiaries, including trade payables. The Notes bear interest at a rate of 8.625% per annum. Interest on the Notes is payable quarterly in arrears on January 31, April 30, July 31 and October 31 of each year, commencing on July 31, 2021. The Notes will mature on April 30, 2026. The issuance costs were recorded as a debt discount and are being amortized as interest expense, net of the amortization of the premium on note issuance, over the term of the Notes using the effective interest rate method.

Prior to February 1, 2026, the Company may, at its option, redeem the Notes, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus a make-whole amount, if any, plus accrued and unpaid interest to, but excluding, the date of redemption. The Company may redeem the Notes for cash in whole or in part at any time at our option on or after February 1, 2026 and prior to maturity, at a price equal to 100% of their principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption. On and after any redemption date, interest will cease to accrue on the redeemed Notes.

Interest expense related to the Notes totaled $5,132 for the year ended December 31, 2021, and included amortization of debt issuance costs and discount of $581 for the year ended December 31, 2021.

SWK Senior Note – Paid in April 2021

In July 2017, the Company and several of its wholly owned subsidiaries 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 (collectively, “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 were not achieved. The SWK Loan was secured by substantially all of the Company’s assets, including its intellectual property rights. The SWK Loan was subsequently amended in May 2019 and again in April 2020. The SWK Loan bore an interest rate 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 provided 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 had achieved a leverage ratio as of such date of less than 3.00:1:00, the Margin Rate shall equal 7.00%. The leverage ratio 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 12 month period, adding-back (i) actual litigation expenses for the immediately preceding 12 month period, minus (ii) actual litigation expenses for the immediately preceding 3 month period multiplied by 4.

A summary of the material changes contained in the amendment entered into with SWK in April 2020 was 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 $647 for the year ended December 31, 2021, and $1,767 for the year ended December 31, 2020, and included amortization of debt issuance costs and discounts of $96 for the year ended December 31, 2021, and $354 for the year ended December 31, 2020.

In April 2021, the Company paid $15,540 related to all outstanding obligations to SWK under the SWK Loan, including outstanding principal, accrued interest, accrued exit fee and related expenses and recorded a loss from early extinguishment of $756 related to the SWK Loan during the year ended December 31, 2021.

Paycheck Protection Program Loan – Forgiven in March 2021

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”). On March 30, 2021, the Company received a notice of forgiveness of the full balance of the PPP Loan, including all accrued interest, in accordance with the terms and conditions of the CARES Act. Related to the forgiveness, the Company recorded a gain on the forgiveness of the PPP Loan for the loan balance of $1,967 in the accompanying consolidated statement of operations for the year ended December 31, 2021.

At December 31, 2021, future minimum payments under the Company’s Notes were as follows:

SUMMARY OF FUTURE MINIMUM PAYMENTS

	Amount
2022	$	6,469
2023		6,469
2024		6,469
2025		6,469
2026		77,158
Total minimum payments		103,034
Less: amount representing interest payments		(28,034	)
Notes payable, gross		75,000
Less: unamortized discount, net of premium		(3,346	)
Notes payable, net of unamortized discount	$	71,654

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 470
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1I
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Section 50
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-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1C
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Paragraph 1I
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

LEASES

12 Months Ended

Dec. 31, 2021

Leases

LEASES

NOTE 14. 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 expired in December 2021;

●

An operating lease for 5,789 square feet of office space in Carlsbad, California, which commenced in January 2022 and will expire in July 2027. Since the commencement date of this lease occurred after December 31, 2021, right-of-use assets and operating lease liabilities associated with it are not included in our consolidated balance sheet at December 31, 2021;

●

An operating lease for 35,326 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 another amendment entered into in May 2021 that extended the term of the lease to July 2027 and added 8,900 square feet of space; 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, 2021, the Company terminated its operating lease for 10,200 square feet of office space in San Diego, California, that had an expiration date in December 2021.

At December 31, 2021 and 2020, 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 14.6 and 11.2 years, respectively.

During the years ended December 31, 2021 and 2020, cash paid for amounts included for the operating lease liabilities was $1,000 and $1,052, respectively, and the Company recorded operating lease expense of $912 and $1,066, respectively, included in selling, general and administrative expenses.

Future lease payments under operating leases as of December 31, 2021 were as follows:

	Operating Leases
2022	$	674
2023		740
2024		760
2025		579
2026		594
Thereafter		6,378
Total minimum lease payments		9,725
Less: amount representing interest payments		(3,441	)
Total operating lease liabilities		6,284
Less: current portion, operating lease liabilities		(272	)
Operating lease liabilities, net of current portion	$	6,012

The Company 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, 2021 were as follows:

	Finance Lease
2022	$	9
2023		9
2024		1
Total minimum lease payments		19
Less: amount representing interest payments		(1	)
Present value of future minimum lease payments		18
Less: current portion, finance lease obligation		(8	)
Finance lease obligation, net of current portion	$	10

At December 31, 2021 and 2020, 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 2.08 and 3.08 years, respectively.

For the years ended December 31, 2021 and 2020:

●

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

●

cash paid and expense recognized for interest expense related to the finance lease obligation was $1 and $2, respectively.

STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION

NOTE 15. STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION

Preferred Stock

At December 31, 2021 and 2020, the Company had 5,000,000 shares of preferred stock, $0.001 par value, authorized and no shares of preferred stock issued and outstanding.

Series B Cumulative Preferred Stock – Redeemed in June 2021

In May 2021, the Company sold 440,000 shares of the Company’s Series B Cumulative Preferred Stock, par value $0.001 per share and liquidation preference of $25.00 per share (the “Series B Preferred Stock”), for net proceeds of approximately $10,655. The Series B Preferred Stock was not convertible into our common stock, had no voting rights, except as required by Delaware law, and was redeemable by the Company at any time. Holders of Series B Preferred Stock were entitled to cumulative cash dividends at the rate of 9.50% of the $25.00 liquidation preference per year; provided, however, that for each thirty (30) day period following May 5, 2021, the dividend rate increased at various rates, except as otherwise limited by applicable law. Dividends were payable quarterly in arrears, on or about the 15th of January, April, July and October, beginning on or about July 15, 2021.

In June 2021, the Company redeemed all of the outstanding shares of the Series B Preferred Stock. The redemption price for the 440,000 shares of Series B Preferred Stock outstanding was equal to $25.00 per share, plus accrued and unpaid dividends, which in aggregate totaled $11,127. During the year ended December 31, 2021, the Company recorded preferred stock cash dividends and deemed dividends equal to $472.

Common Stock

At each of December 31, 2021 and 2020, the Company had 50,000,000 shares of common stock, $0.001 par value, authorized.

Issuances During the Year Ended December 31, 2021

During the year ended December 31, 2021:

●

the Company issued 311,369 shares of its common stock upon the cashless exercise of warrants to purchase 406,539 shares of common stock with exercise prices between $1.79 and $3.75 per share;

●

the Company issued 25,480 shares of its common stock and received net proceeds of $65 upon the exercise of options to purchase 25,480 shares of common stock with exercise prices between $1.70 and $4.29 per share;

●

the Company issued 715,871 shares of its common stock to Mark L. Baum, its Chief Executive Officer, upon the vesting of 1,050,000 performance-based restricted stock units. The Company withheld 334,129 shares of common stock to Mr. Baum valued at $2,760 for payroll tax purposes;

●

the Company issued 100,168 shares of common stock to Andrew R. Boll, its Chief Financial Officer, upon the vesting of 157,500 performance-based restricted stock units. The Company withheld 57,332 shares of common stock to Mr. Boll valued at $468 for payroll tax purposes; and

●

67,297 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 applicable 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.

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 which was subsequently amended on June 3, 2021 (as amended, the “2017 Plan” together with the 2007 Plan, the “Plans”). As of December 31, 2021, the 2017 Plan provides for the issuance of a maximum of 6,000,000 shares of the Company’s common stock. The purposes 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 of 1986, as amended, 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 2,399,649 shares available for future issuances under the 2017 Plan at December 31, 2021.

Stock Options

A summary of stock option activity under the Plan for the year ended December 31, 2021 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, 2021		3,030,033		$	5.43
Options granted		77,000		$	8.13
Options exercised		(25,480	)	$	2.62
Options cancelled/forfeit		(42,007	)	$	5.80
Options outstanding - December 31, 2021		3,039,546		$	5.52		4.78	$	9,561
Options exercisable		2,461,824		$	5.10		4.53	$	8,778
Options vested and expected to vest		2,981,774		$	5.48		4.76	$	9,483

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, 2021, based on the closing price of the Company’s common stock of $8.64 on that date.

The intrinsic value of the options exercised in 2021 was $146.

During the year ended December 31, 2021, 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, 2021 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 (the “Baum Performance Option”) to purchase 600,000 shares of the Company’s common stock 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

	2021			2020
Weighted-average fair value of options granted	$	4.97		$	3.86
Expected terms (in years)		5.00 - 6.11			0.50 - 6.11
Expected volatility		69 – 74	%		67 – 71	%
Risk-free interest rate		0.39 – 0.45	%		0.34 – 1.64	%
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		750,955		4.61	$	2.06		750,763	$	2.06
$2.76 - $4.66		505,000		4.71	$	3.99		459,370	$	3.98
$5.49 - $6.36		470,350		6.09	$	6.12		414,645	$	6.14
$6.64 - $8.99		1,313,241		4.43	$	7.87		837,046	$	7.93
$1.47 - $8.99		3,039,546		4.78	$	5.52		2,461,824	$	5.10

As of December 31, 2021, there was approximately $1,397 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 5.1 years. The stock-based compensation for all stock options was $1,636 and $1,579 during the years ended December 31, 2021 and 2020, respectively.

Restricted Stock Units/Performance 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, 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

Grants During the Year Ended December 31, 2021

During the year ended December 31, 2021, 300,000 RSUs with a fair market value of $2,670 were issued to certain employees; the RSUs vest in full on the third anniversary of the grant date.

During the year ended December 31, 2021, the Company’s board of directors were granted 38,576 RSUs with a fair market value of $400, which vest in equal quarterly installments over one year.

During the year ended December 31, 2021, the Company granted 1,567,913 performance stock units (“PSUs”) to members of its senior management including Mark Baum, Chief Executive Officer, Andrew Boll, Chief Financial Officer, and John Saharek, President of ImprimisRx , which are subject to the satisfaction of certain market-based and continued service conditions (the “2021 PSUs”). The 2021 PSUs are separated into four tranches and require that the Company achieve and maintain certain levels of total stockholder returns (“TSR”) ranging from 50% to 175% per share during the five-year period following the grant date. TSR is based on the aggregate of: (i) the percent increase of the closing price of the Company’s common stock from July 22, 2021; and (ii) any dividends or like stockholder distributions as specified in the table below. With certain limited exceptions, in addition to reaching the TSR targets, the employee must be employed with the Company on the second anniversary of the grant date in order for the 2021 PSUs to vest.

Tranche	Number of Shares		TSR	Target Share Price*
Tranche 1		223,988	50% or greater	$	11.70
Tranche 2		335,981	100% or greater	$	15.60
Tranche 3		447,975	150% or greater	$	19.50
Tranche 4		559,969	175% or greater	$	21.45

Target Share Price assumes that no dividends or like distributions are made to shareholders of the Company. If such distributions are made, the Target Share Price would decrease accordingly, to the benefit of the employee, to account for the dividend/distribution as a part of TSR.

The fair value of the 2021 PSUs was $10,113 using a Monte Carlo Simulation with a five-year life, 75% volatility and a risk free interest rate of 0.72%. The fair value amount is being amortized over a two-year derived service period.

A summary of the Company’s RSU activity and related information for the year ended December 31, 2021 is as follows:

	Number of RSUs			Weighted Average Grant Date Fair Value
RSUs unvested - January 1, 2021		1,601,509		$	3.14
RSUs granted		1,906,490		$	6.91
RSUs vested		(1,274,797	)	$	2.40
RSUs cancelled/forfeit		-
RSUs unvested at December 31, 2021		2,233,202		$	6.78

As of December 31, 2021, the total unrecognized compensation expense related to unvested RSUs was approximately $10,550 which is expected to be recognized over a weighted-average period of 1.48 years, based on estimated vesting schedules. The stock-based compensation for RSUs was $4,022 and $1,167 during the years ended December 31, 2021 and 2020, respectively.

Subsidiary Stock-Based Transactions

The Company recognized $87 and $26 in stock-based compensation expense related to subsidiary stock options during the years ended December 31, 2021 and 2020, respectively.

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 Year Ended December 31,
	2021		2020
Employees – selling, general and administrative	$	4,800	$	2,289
Employees – R&D		527
Directors – selling, general and administrative		418		473
Consultants – selling, general and administrative		-		96
Total	$	5,745	$	2,858

Warrants

From time to time, the Company issues warrants to purchase shares of the Company’s common stock to investors, lenders (see Note 13), 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, 2021 is as follows:

SCHEDULE OF WARRANTS ACTIVITY

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

Warrants outstanding - January 1, 2021		780,386		$	2.12
Granted		-
Exercised		(406,539	)		2.16
Expired		-			-
Warrants outstanding and exercisable - December 31, 2021		373,847		$	2.08
Weighted average remaining contractual life of the outstanding warrants in years - December 31, 2021		2.55

All warrants outstanding as of December 31, 2021 are included in the following table:

Warrants Outstanding and Exercisable

Warrants

Exercise

Expiration

Warrant Series

Issue Date

Outstanding

Price

Date

Lender warrants (see Note 13)

7/19/2017

373,847

2.08

7/19/2024

373,847

2.08

INCOME TAXES

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 16. 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 (benefit) for income taxes for the years ended December 31, 2021 and 2020 are summarized below:

SCHEDULE OF PROVISION FOR INCOME TAXES

	2021			2020
	December 31,
	2021			2020
Current:
Federal	$	-		$	-
State		133			4
Total current	$	133		$	4

Deferred:
Federal	$	(425	)	$	(771	)
State		(1,944	)		138
Change in valuation allowance		2,369			633
Total deferred		-			-
Income tax provision (benefit)	$	133		$	4

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

SCHEDULE OF INCOME TAX RECONCILIATION

	2021			2020
	December 31,
	2021			2020
U.S. federal statutory tax rate		21.00	%		21.00	%
State tax benefit, net		(3.24	)%		(0.11	)%
Employee stock-based compensation		7.95	%		5.52	%
Other		(7.53	)%		(0.38	)%
Write off of NOLs due to previous change in ownership		(14.77	)%		0.00	%
Write off of credits due to previous change in ownership		(1.71	)%		0.00	%
Reduction of valuation allowance for write off of NOLs and credits due to previous change in ownership		16.48	%		0.00	%
Valuation allowance		(18.82	)%		(26.14	)%
Effective income tax rate		(0.74	)%		(0.11	)%

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:

	2021			2020
	December 31,
	2021			2020
Deferred tax assets (liabilities):
NOL	$	12,337		$	19,678
Depreciation and amortization		680			535
Other		59			413
Research and development credits		90			596
Deferred stock compensation		4,642			4,024
Basis Difference in Melt		-			(398	)
Basis Difference in Surface		-			(502	)
Basis Difference in Eton		(2,511	)		(8,626	)
Capital Losses		-			63
Sintetica License Agreement		2,329			-
License Agreement		(1	)		-
Novartis License Agreement		(138	)		-
Park stock purchase identifiable intangibles		(255	)		(274	)
Basis difference in Melt loan		869			-
Limitation Under 163(j)		-			195
Operating lease liabilities		1,856			2,192
Operating lease right-of-use assets		(1,753	)		(2,061	)
Total deferred tax assets, net		18,204			15,835
Valuation allowance		(18,204	)		(15,835	)
Net deferred tax liabilities	$	-		$	-

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 approximately $2,369 and increased by approximately $633 during 2021 and 2020, respectively.

As of December 31, 2021, the Company had federal and state net operating loss carryforwards of approximately $34,400 and $53,200, respectively, 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 carryforward of $3,900 generated after 2017 that can be carried over indefinitely and may be used to offset up to 80% of federal taxable income.

As of December 31, 2021 the Company had federal and state research and development credit carryforwards of approximately $47 and $54, respectively, which will begin to expire in 2026, unless previously utilized. For state purposes, the state research and development credit carryforwards can be carried over indefinitely.

Utilization of the net operating losses and research and development carryforwards may be 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 carryforward 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.

As of December 31, 2021, the Company determined that it had net operating loss carryforwards of approximately $12,600 and state net operating loss carryforwards of approximately $9,400 restricted under IRC Section 382 of the Internal Revenue Code related to a 2011 change in ownership. Section 382 of the Internal Revenue Code limits the utilization of net operating losses when ownership changes, as defined by that section, occur. Due to the Section 382 limitation, and the length of time available to fully utilize the net operating loss carryforwards, the Company removed these NOLs from deferred tax assets with a corresponding reduction of the valuation allowance. Similarly, under IRC Section 383 which limits the utilization of credits when ownership changes occur, the Company removed approximately $300 of federal credit and $300 of state credits from deferred tax assets with a corresponding reduction of valuation allowance.

The Company did not have any unrecognized tax benefits as of December 31, 2021 and 2020, all of which is offset by a full valuation allowance. These unrecognized tax benefits, if recognized, would not affect the effective tax rate. There was no interest or penalties accrued at the adoption date and at December 31, 2021.

A reconciliation of the change in the UTB balance from January 1, 2021 to December 31, 2021 is as follows:

SCHEDULE OF UNRECOGNIZED TAX BENEFITS

		Fed & State Tax
Balance at January 1, 2021	$	-
Additions for tax positions related to current year		-
Additions/(reductions) for tax positions related to prior years		-

Balance at December 31, 2021		-

Total unrecognized tax benefits as of December 31, 2021		-

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Subparagraph (b)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Subparagraph (SAB TOPIC 6.I.5.Q1)
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
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-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

EMPLOYEE SAVINGS PLAN

12 Months Ended

Dec. 31, 2021

Retirement Benefits [Abstract]

EMPLOYEE SAVINGS PLAN

NOTE 17. 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 $282 and $272 to the plan during the years ended December 31, 2021 and 2020, respectively.

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 18. COMMITMENTS AND CONTINGENCIES

Legal

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 for the District of Delaware asserting various claims, including 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 claims related to its purported termination of the asset purchase agreement. In October 2019, NDS voluntarily dismissed all but two claims, leaving only claims related to the scope and performance of the post-termination obligations to be litigated. On November 8, 2021, following a jury trial, the Company and NDS entered into a voluntary settlement agreement (the “Settlement Agreement”) to resolve all claims and pending matters related to this lawsuit. During the year ended December 31, 2021, the Company recorded $1,500 in selling, general and administrative expenses related to the Settlement Agreement. Except for the one-time payment of $1,500, the Company does not expect the Settlement Agreement will have any future material impact on the Company’s consolidated cash flows, financial position, and results of operations.

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 Court 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 sought indemnity and contribution from the Company and Spectrum. In November 2021, the lawsuit involving the Company was resolved. There was no impact to the Company’s consolidated financial position and results of operations as a result of the resolution of 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 of $0 and $83 related to stock-based payments for these agreements during the years ended December 31, 2021 and 2020, respectively, and $3,640 and $2,434 were incurred under these agreements for commission expenses during the years ended December 31, 2021 and 2020, respectively, which are included in selling, general and administrative expenses.

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 U.S. Food and Drug Administration (“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. At December 31, 2021 and 2020, $251 and $224 were accrued in accounts payable and accrued expenses related to these agreements. During the years ended December 31, 2021 and 2020, $991 and $682, respectively, were incurred under these agreements as royalty expenses.

Acquisition of U.S. Rights to MAXITROL Eye Drops, IOPIDINE and MOXEZA

On December 17, 2021 (the “Closing Date”), the Company entered into the NVS Agreement (see Note 10), pursuant to which the Company purchased from NVS the exclusive commercial rights to the NVS Products in the U.S. The Company made a one-time payment of $14,050 to NVS for the U.S. rights to the NVS Products and their related intellectual property. Pursuant to the NVS Agreement and various ancillary agreements, immediately following the Closing Date and subject to certain conditions, for a period of up to six months, and prior to the transfer of the NVS Products NDAs (the “NVS NDAs”) to the Company, NVS will continue to sell the NVS Products on the Company’s behalf and transfer the net profit from the sale of the NVS Products to the Company. NVS has agreed to supply certain NVS Products to the Company for a period of time after the NVS NDAs are transferred to the Company and to assist with technology transfer of the NVS Products manufacturing to other third-party manufacturers, if needed.

Sintetica Agreement

In July 2021, the Company entered into a License and Supply Agreement (the “Sintetica Agreement”) with Sintetica S.A. (“Sintetica”), pursuant to which Sintetica granted the Company the exclusive license and marketing rights to its patented ophthalmic drug candidate (“AMP-100”) in the U.S. and Canada.

Pursuant to the Sintetica Agreement, the Company will pay Sintetica a per unit transfer price to supply AMP-100, along with a per unit royalty for units sold. The Company is required to pay Sintetica up to $18,000 in one-time milestone payments including a $5,000 payment (the “Upfront Payment”) due within 30 days of signing the Sintetica Agreement and the balance of payments due upon achievement of certain regulatory and commercial milestones. Under the terms of the Sintetica Agreement, Sintetica will be responsible for regulatory filings for AMP-100 in the U.S. The Upfront Payment along with an additional milestone payment of $3,117 was paid and recorded as a R&D expenses during the year ended December 31, 2021.

Subject to certain limitations, the term of the Sintetica Agreement is ten years, and allows for a ten-year extension if certain sales thresholds are met.

Wakamoto Agreement

In August 2021, the Company entered into a License Agreement and a Basic Sale and Purchase Agreement (together, the “Wakamoto Agreements”) with Wakamoto Pharmaceutical Co., Ltd. (“Wakamoto”), pursuant to which Wakamoto granted the Company the exclusive license and marketing rights to its ophthalmic drug candidate (“MAQ-100”) in the U.S. and Canada.

Pursuant to the Wakamoto Agreements, Wakamoto will supply MAQ-100 to the Company, and the Company will pay Wakamoto a per unit transfer price to supply MAQ-100. In addition, the Company is required to pay Wakamoto various one-time milestone payments totaling up to $2,000 upon the achievement of certain regulatory milestones and up to $6,200 upon the achievement of certain commercial milestones. Under the terms of the Agreements, the Company will be responsible for regulatory filings and fees for MAQ-100 in the U.S. and Canada. Through December 31, 2021, no amounts have been paid or accrued under the Wakamoto agreement.

Subject to certain limitations, the term of the Agreements is for five years from the date of the FDA’s market approval of MAQ-100 and allows for a five-year extension if certain unit sales thresholds are met.

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 DEXYCU 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 DEXYCU in the U.S. In December 2021, Ithe Company, entered into a letter agreement (the “Letter Agreement”) with EyePoint to expand the Dexycu Agreement. During the two-year term of the Letter Agreement, in exchange for EyePoint agreeing to pay the Company a commission based on all net sales of DEXYCU® in the U.S. the Company assumed full responsibility for the sales and marketing of DEXYCU and agreed to make offers of employment to eight EyePoint employees, and will be responsible for all sales and marketing related regulatory compliance. EyePoint retained control over all regulatory approvals and commercial rights for DEXYCU. The Letter Agreement was made effective as of January 1, 2022 and will continue through December 31, 2023, unless such term is amended by mutual agreement of the parties or terminated in accordance therewith.

The Letter Agreement also amended the Company’s required minimum sales levels based on the DEXYCU unit demand for the third quarter of 2021. The failure to achieve these minimum sales levels could result in penalties payable by the Company to EyePoint; provided however, in no event shall a penalty, if any, exceed commissions payable by EyePoint to the Company.

Upon expiration or termination of the Letter Agreement, the parties will revert to the terms of the Dexycu Agreement in existence prior to the effectiveness of the Letter Agreement for the remainder of the original term of the Dexycu Agreement. The Letter Agreement provides that either party may terminate the Dexycu Agreement upon 30 days’ prior written notice in the event DEXYCU ceases to have Medicare Part B “pass-through” payment status for a period of not less than 6 months. The Company has an additional right to terminate the Letter Agreement with 30 days written notice if (i) a proposed or final Hospital Outpatient Prospective Payment System (HOPPS) rule issued by the Centers for Medicare & Medicaid Services (CMS) during calendar year 2022 does not contain an extension of the pass-through payment period for DEXYCU beyond December 31, 2022, and (ii) EyePoint has not otherwise waived any minimum sales for a respective quarterly period.

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 DEXYCU 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 years ended December 31, 2021 and 2020, the Company recorded $3,253 and $357, respectively, in commission revenues related to the Dexycu Agreement.

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 $165 and $149 in cash during the years ended December 31, 2021 and 2020, respectively, and was due an additional $30 and $35 at December 31, 2021 and 2020, respectively. The Company incurred $160 and $129 for royalty expenses related to the Klarity License Agreement during the years ended December 31, 2021 and 2020, 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 $28 and $55 in cash during the year ended December 31, 2021 and 2020, respectively, and was due $8 and $7 at December 31, 2021 and 2020, respectively. The Company incurred $29 and $55 for royalty expenses related to the Lindstrom Agreement during the year ended December 31, 2021 and 2020, 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 Product, 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, 2021 and 2020, and was due $0 at December 31, 2021 and 2020. The Company incurred $0 for royalty expenses related to the Presbyopia APA during the years ended December 31, 2021 and 2020.

Mayfield Pharmaceuticals MAY-66 License Termination

In May 2021, Mayfield terminated the License Agreement (the “TGV License”) with TGV-Health, LLC and affiliated entities (collectively, “TGV”), pursuant to which it acquired intellectual property rights for use in the women’s health field, related to Mayfield’s proprietary drug candidate MAY-66. Concurrent with the termination, TGV returned to Mayfield 300,000 shares of Mayfield’s common stock, constituting all of the equity held by TGV. Mayfield has no outstanding or remaining obligations under the TGV License.

Mayfield Pharmaceuticals MAY-44 APA Termination

In May 2021, Mayfield and Harrow terminated their asset purchase agreement dated January 2020 (the “MAY-44 APA”) for intellectual property rights associated with Mayfield’s drug candidate MAY-44 with Elle Pharmaceutical LLC (“Elle”). As part of the termination, Mayfield re-acquired 350,000 shares of its common stock from Elle. Mayfield has no outstanding or remaining obligations related to the MAY-44 APA.

Stowe License Termination

In May 2021, Stowe terminated the License Agreement (the “Stowe License”) with TGV, pursuant to which it acquired intellectual property rights for use in the ophthalmic field, related to Stowe’s proprietary drug candidate STE-006. Concurrent with the termination, TGV returned to Stowe 1,750,000 shares of Stowe’s common stock, constituting all of the equity held by TGV. Stowe has no outstanding or remaining obligations under the Stowe License.

SEGMENT INFORMATION AND CONCENTRATIONS

12 Months Ended

Dec. 31, 2021

Segment Reporting [Abstract]

SEGMENT INFORMATION AND CONCENTRATIONS

NOTE 19. SEGMENT INFORMATION AND CONCENTRATIONS

Management evaluated the Company’s 2021 and 2020 performance based on operating segments. Segment performance for the Company’s two operating segments are based on segment contribution. The Company’s reportable segments consisted of (i) its commercial stage pharmaceutical compounding business (Pharmaceutical Compounding), generally including the operations of ImprimisRx; 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, R&D expenses, selling and marketing expenses, and select general and administrative expenses. Management 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.

Management defines segment net revenues as pharmaceutical compounded drug sales, licenses and other revenues 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, 2021 and 2020:

	For the Year Ended December 31, 2021
	Pharmaceutical			Pharmaceutical Drug
	Compounding			Development			Total
Net revenues	$	72,476		$	-		$	72,476
Cost of sales		(18,214	)		-			(18,214	)
Gross profit		54,262			-			54,262

Operating expenses:
Selling, general and administrative		27,465			-			27,465
Research and development		1,088			8,674			9,762
Segment contribution	$	25,709		$	(8,674	)		17,035
Corporate								(13,689	)
Research and development								(1,322	)
Amortization								(161	)
Asset sales and impairments, net								(249	)
Operating income							$	1,614

	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

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, 2021 and December 31, 2020 are located in the U.S.

Beginning in 2022, due to shifts in the Company’s strategic plans to further focus on growing the Company’s ImprimisRx business and suspension of activities related to starting up development-stage pharmaceutical companies, along with changes to the Company’s organizational and internal reporting structure, management will no longer evaluate the Company’s business in two segments and will instead focus on the performance of the business as a single operating business.

Concentrations

The Company has two products that each comprised more than 10% of total revenues. These products collectively accounted for 35% and 35% of revenues during the years ended December 31, 2021 and 2020, respectively.

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, 2021 and 2020, respectively.

The Company receives its active pharmaceutical ingredients from three main suppliers. These suppliers collectively accounted for 74% of active pharmaceutical ingredient purchases during the year ended December 31, 2021, and 77% during the year ended December 31, 2020.

- 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
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Paragraph 21
-Subparagraph (a)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

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

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&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, 2021

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 20. SUBSEQUENT EVENTS

In January 2022, the Company issued 53,594 shares of common stock to Mark L. Baum, the Company’s Chief Executive Officer, upon the cashless exercise of options to purchase 125,000 shares at an exercise price of $2.40 per share. The Company withheld from Mr. Baum 36,014 shares as consideration for the cashless exercise and an additional 35,392 shares for payroll tax purposes.

In February 2022, 50,000 RSUs granted in February 2019 to Andrew R. Boll, the Company’s Chief Financial Officer, vested, and, 29,395 shares the Company’s common stock were issued to Mr. Boll, net of 20,605 shares of common stock withheld for payroll tax withholdings totaling $162.

In February 2022, 50,000 RSUs granted in February 2019 to John P. Saharek, the Company’s President of ImprimisRx, vested, and, 24,077 shares the Company’s common stock were issued to Mr. Saharek, net of 25,923 shares of common stock withheld for payroll tax withholdings totaling $204.

The Company has performed an evaluation of events occurring subsequent to December 31, 2021 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, 2021

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

Accounts Receivable

Accounts Receivable

Inventories

Inventories

Investment in Melt Pharmaceuticals, Inc. – Related Party

Investment in Melt Pharmaceuticals, Inc. – Related Party

The following table summarizes the Company’s investments in Melt as of December 31, 2021:

SCHEDULE OF INVESTMENT

	Cost		Share of Equity Method			Paid-in-Kind		In-substance Capital			Net Carrying
	Basis		Losses			Interest		Contributions			value
Common stock	$	5,810	$	(5,810	)	$	-	$	-		$	-
Loan		13,500		(2,367	)		576		(576	)		11,133
	$	19,310	$	(8,177	)	$	576	$	(576	)	$	11,133

The following table summarizes the Company’s investments in Melt as of December 31, 2020:

	Cost		Share of Equity			Net
	Basis		Method Losses			Carrying value
Common stock	$	5,810	$	(4,155	)	$	1,655

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

The following table summarizes the Company’s investment in Surface as of December 31, 2021:

	Cost		Share of Equity			Net
	Basis		Method Losses			Carrying value
Common stock	$	5,320	$	(5,320	)	$	-

The following table summarizes the Company’s investments in Surface as of December 31, 2020:

	Cost		Share of Equity			Net
	Basis		Method Losses			Carrying value
Common stock	$	5,320	$	(4,006	)	$	1,314

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

Impairment of Equity Method Investments and Note Receivable

Impairment of Equity Method Investments and Note Receivable

Property, Plant and Equipment

Property, Plant and Equipment

Capitalized Software Development Costs

Capitalized Software Development Costs

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

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 Loss per Common Share

Basic and Diluted Net Loss per Common Share

The following table shows the computation of basic net loss per share of common stock for the years ended December 31, 2021 and 2020 (in 000’s, except share and per share amounts):


	For the Year Ended December 31,
	2021			2020

Numerator – net loss attributable to Harrow Health, Inc. common stockholders	$	(18,479	)	$	(3,357	)
Denominator – weighted average number of shares outstanding, basic and diluted		26,757,451			25,895,352
Net loss per share, basic and diluted	$	(0.69	)	$	(0.13	)

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Reclassifications

Reclassifications

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2021

SCHEDULE OF INVESTMENT

The following table summarizes the Company’s investment in Surface as of December 31, 2021:

	Cost		Share of Equity			Net
	Basis		Method Losses			Carrying value
Common stock	$	5,320	$	(5,320	)	$	-

The following table summarizes the Company’s investments in Surface as of December 31, 2020:

	Cost		Share of Equity			Net
	Basis		Method Losses			Carrying value
Common stock	$	5,320	$	(4,006	)	$	1,314

SCHEDULE OF BASIC AND DILUTED EARNINGS PER COMMON SHARE

The following table shows the computation of basic net loss per share of common stock for the years ended December 31, 2021 and 2020 (in 000’s, except share and per share amounts):


	For the Year Ended December 31,
	2021			2020

Numerator – net loss attributable to Harrow Health, Inc. common stockholders	$	(18,479	)	$	(3,357	)
Denominator – weighted average number of shares outstanding, basic and diluted		26,757,451			25,895,352
Net loss per share, basic and diluted	$	(0.69	)	$	(0.13	)

REVENUES (Tables)

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

SCHEDULE OF DISAGGREGATED REVENUE

Revenue disaggregated by revenue source for the years ended December 31, 2021 and 2020, consists of the following:

SCHEDULE OF DISAGGREGATED REVENUE

	For the Year Ended December 31,
	2021		2020
Product sales, net	$	69,104	$	48,479
Commissions		3,253		356
Transfer of profit		99		-
License		20		36
Total revenues	$	72,476	$	48,871

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

12 Months Ended

Dec. 31, 2021

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

	2021			2020
	For the Year Ended December 31,
	2021			2020
Revenues, net	$	-		$	-
Loss from operations		6,655			3,907
Net loss	$	(6,655	)	$	(3,907	)

SCHEDULE OF CONDENSED BALANCE SHEET

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

SCHEDULE OF CONDENSED BALANCE SHEET

	2021			2020
	At December 31,
	2021			2020
Current assets	$	11,278		$	2,956
Non-current assets		-			2
Total assets	$	11,278		$	2,958

Total liabilities	$	15,732		$	1,336
Total preferred stock and stockholders’ (deficit) equity		(4,454	)		1,622
Total liabilities and stockholders’ equity	$	11,278		$	2,958

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

12 Months Ended

Dec. 31, 2021

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

	2021			2020
	For the Years Ended December 31,
	2021			2020
Revenues, net	$	-		$	-
Loss from operations		10,143			8,109
Net loss	$	(10,143	)	$	(8,109	)

SUMMARY OF CONDENSED BALANCE SHEET

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

SUMMARY OF CONDENSED BALANCE SHEET


	At December 31,
	2021		2020
Current assets	$	21,731	$	9,074
Non-current assets		412		45
Total assets		22,143		9,119

Total liabilities	$	1,514	$	1,666
Total stockholders’ equity		20,629		7,453
Total liabilities and stockholders’ equity	$	22,143	$	9,119

INVENTORIES (Tables)

12 Months Ended

Dec. 31, 2021

Inventory Disclosure [Abstract]

SCHEDULE OF INVENTORIES

	2021		2020
	December 31,
	2021		2020
Raw materials	$	2,441	$	2,501
Work in progress		-		17
Finished goods		1,776		1,444
Total inventories	$	4,217	$	3,962

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)

12 Months Ended

Dec. 31, 2021

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:

	2021		2020
	December 31,
	2021		2020
Prepaid insurance	$	728	$	160
Other prepaid expenses		437		401
Receivable due from Melt		48		851
Deposits and other current assets		92		190
Total prepaid expenses and other current assets	$	1,305	$	1,602

PROPERTY, PLANT AND EQUIPMENT (Tables)

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, net at December 31, 2021 and 2020 consisted of the following:

	2021			2020
	December 31,
	2021			2020
Property, plant and equipment, net:
Computer hardware	$	772		$	690
Furniture and equipment		443			418
Lab and pharmacy equipment		4,056			3,426
Leasehold improvements		5,703			5,720
		10,974			10,254
Accumulated depreciation and amortization		(7,833	)		(6,386	)
Property, plant and equipment, net	$	3,141		$	3,868

CAPITALIZED SOFTWARE DEVELOPMENT COSTS (Tables)

12 Months Ended

Dec. 31, 2021

Capitalized Software Development Costs

SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS

Capitalized software development costs at December 31, 2021 and 2020 consisted of the following:

	2021			2020
	December 31,
	2021			2020
Capitalized internal-use software development costs	$	417		$	554
Acquired third-party software license for internal-use		684			126
Total gross capitalized software for internal-use		1,101			680
Accumulated amortization		(569	)		(432	)
Capitalized internal-use software in process		781			337
	$	1,313		$	585

INTANGIBLE ASSETS AND GOODWILL (Tables)

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

SCHEDULE OF INTANGIBLE ASSETS

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

SCHEDULE OF INTANGIBLE ASSETS

	Amortization
	periods			Accumulated						Net
	(in years)	Cost		amortization			Impairment			Carrying value
Patents	17-19 years	$	922	$	(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

The Company’s intangible assets at December 31, 2021 consisted of the following:

	Amortization
	periods			Accumulated						Net
	(in years)	Cost		amortization			Impairment			Carrying value
Patents	7-19 years	$	966	$	(75	)	$	-		$	891
Licenses	20 years		100		(7	)		-			93
Trademarks	Indefinite		359		-			(99	)		260
Acquired NDAs	10 years		13,635		-			-			13,635
Customer relationships	3-15 years		1,519		(586	)		-			933
Trade name	5 years		5		(5	)		-			-
Non-competition clause	3-4 years		50		(50	)		-			-
State pharmacy licenses	25 years		8		(7	)		-			1
		$	16,642	$	(730	)	$	(99	)	$	15,813

SCHEDULE OF AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS

Amortization expense for intangible assets for the years ended December 31, 2021 and 2020 were as follows:

	2021		2020
	For the Year Ended December 31,
	2021		2020
Patents	$	26	$	32
Licenses		2		1
Customer relationships		133		134
Amortization of intangible assets	$	161	$	167

SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE

Estimated future amortization expense for the Company’s intangible assets at December 31, 2021 is as follows:

Years ending December 31,
2022		1,602
2023		1,592
2024		1,592
2025		1,592
2026		1,586
Thereafter		7,589
Intangible assets	$	15,553

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)

12 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses at December 31, 2021 and 2020 consisted of the following:

	2021			202 0
	December 31,
	2021			2020
Accounts payable	$	5,174		$	3,645
Other accrued expenses		49			49
Accrued interest (see Note 13)		1,114			238
Accrued exit fee for note payable (see Note 13)		-			800
Total accounts payable and accrued expenses		6,337			4,732
Less: Current portion		(6,337	)		(3,932	)
Non-current total accrued expenses	$	-		$	800

DEBT (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

SUMMARY OF FUTURE MINIMUM PAYMENTS

At December 31, 2021, future minimum payments under the Company’s Notes were as follows:

SUMMARY OF FUTURE MINIMUM PAYMENTS

	Amount
2022	$	6,469
2023		6,469
2024		6,469
2025		6,469
2026		77,158
Total minimum payments		103,034
Less: amount representing interest payments		(28,034	)
Notes payable, gross		75,000
Less: unamortized discount, net of premium		(3,346	)
Notes payable, net of unamortized discount	$	71,654

LEASES (Tables)

12 Months Ended

Dec. 31, 2021

Leases

SCHEDULE OF FUTURE LEASE PAYMENT UNDER OPERATING LEASES

Future lease payments under operating leases as of December 31, 2021 were as follows:

	Operating Leases
2022	$	674
2023		740
2024		760
2025		579
2026		594
Thereafter		6,378
Total minimum lease payments		9,725
Less: amount representing interest payments		(3,441	)
Total operating lease liabilities		6,284
Less: current portion, operating lease liabilities		(272	)
Operating lease liabilities, net of current portion	$	6,012

SCHEDULE OF FUTURE LEASE PAYMENT UNDER FINANCE LEASE

Future lease payments under the finance lease as of December 31, 2021 were as follows:

	Finance Lease
2022	$	9
2023		9
2024		1
Total minimum lease payments		19
Less: amount representing interest payments		(1	)
Present value of future minimum lease payments		18
Less: current portion, finance lease obligation		(8	)
Finance lease obligation, net of current portion	$	10

STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

SCHEDULE OF STOCK OPTION PLAN ACTIVITY

A summary of stock option activity under the Plan for the year ended December 31, 2021 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, 2021		3,030,033		$	5.43
Options granted		77,000		$	8.13
Options exercised		(25,480	)	$	2.62
Options cancelled/forfeit		(42,007	)	$	5.80
Options outstanding - December 31, 2021		3,039,546		$	5.52		4.78	$	9,561
Options exercisable		2,461,824		$	5.10		4.53	$	8,778
Options vested and expected to vest		2,981,774		$	5.48		4.76	$	9,483

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

	2021			2020
Weighted-average fair value of options granted	$	4.97		$	3.86
Expected terms (in years)		5.00 - 6.11			0.50 - 6.11
Expected volatility		69 – 74	%		67 – 71	%
Risk-free interest rate		0.39 – 0.45	%		0.34 – 1.64	%
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		750,955		4.61	$	2.06		750,763	$	2.06
$2.76 - $4.66		505,000		4.71	$	3.99		459,370	$	3.98
$5.49 - $6.36		470,350		6.09	$	6.12		414,645	$	6.14
$6.64 - $8.99		1,313,241		4.43	$	7.87		837,046	$	7.93
$1.47 - $8.99		3,039,546		4.78	$	5.52		2,461,824	$	5.10

SCHEDULE OF SHARE BASED COMPENSATION PERFORMANCE STOCK UNITS AWARD ACTIVITY

Tranche	Number of Shares		TSR	Target Share Price*
Tranche 1		223,988	50% or greater	$	11.70
Tranche 2		335,981	100% or greater	$	15.60
Tranche 3		447,975	150% or greater	$	19.50
Tranche 4		559,969	175% or greater	$	21.45

SCHEDULE OF RESTRICTED STOCK UNITS ACTIVITY

A summary of the Company’s RSU activity and related information for the year ended December 31, 2021 is as follows:

	Number of RSUs			Weighted Average Grant Date Fair Value
RSUs unvested - January 1, 2021		1,601,509		$	3.14
RSUs granted		1,906,490		$	6.91
RSUs vested		(1,274,797	)	$	2.40
RSUs cancelled/forfeit		-
RSUs unvested at December 31, 2021		2,233,202		$	6.78

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 Year Ended December 31,
	2021		2020
Employees – selling, general and administrative	$	4,800	$	2,289
Employees – R&D		527
Directors – selling, general and administrative		418		473
Consultants – selling, general and administrative		-		96
Total	$	5,745	$	2,858

SCHEDULE OF WARRANTS ACTIVITY

A summary of warrant activity during the year ended December 31, 2021 is as follows:

SCHEDULE OF WARRANTS ACTIVITY

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

Warrants outstanding - January 1, 2021		780,386		$	2.12
Granted		-
Exercised		(406,539	)		2.16
Expired		-			-
Warrants outstanding and exercisable - December 31, 2021		373,847		$	2.08
Weighted average remaining contractual life of the outstanding warrants in years - December 31, 2021		2.55

SCHEDULE OF WARRANTS OUTSTANDING AND WARRANTS EXERCISABLE

All warrants outstanding as of December 31, 2021 are included in the following table:

Warrants Outstanding and Exercisable

Warrants

Exercise

Expiration

Warrant Series

Issue Date

Outstanding

Price

Date

Lender warrants (see Note 13)

7/19/2017

373,847

2.08

7/19/2024

373,847

2.08

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

SCHEDULE OF PROVISION FOR INCOME TAXES

	2021			2020
	December 31,
	2021			2020
Current:
Federal	$	-		$	-
State		133			4
Total current	$	133		$	4

Deferred:
Federal	$	(425	)	$	(771	)
State		(1,944	)		138
Change in valuation allowance		2,369			633
Total deferred		-			-
Income tax provision (benefit)	$	133		$	4

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 taxes to the income tax provision is as follows:

SCHEDULE OF INCOME TAX RECONCILIATION

	2021			2020
	December 31,
	2021			2020
U.S. federal statutory tax rate		21.00	%		21.00	%
State tax benefit, net		(3.24	)%		(0.11	)%
Employee stock-based compensation		7.95	%		5.52	%
Other		(7.53	)%		(0.38	)%
Write off of NOLs due to previous change in ownership		(14.77	)%		0.00	%
Write off of credits due to previous change in ownership		(1.71	)%		0.00	%
Reduction of valuation allowance for write off of NOLs and credits due to previous change in ownership		16.48	%		0.00	%
Valuation allowance		(18.82	)%		(26.14	)%
Effective income tax rate		(0.74	)%		(0.11	)%

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

	2021			2020
	December 31,
	2021			2020
Deferred tax assets (liabilities):
NOL	$	12,337		$	19,678
Depreciation and amortization		680			535
Other		59			413
Research and development credits		90			596
Deferred stock compensation		4,642			4,024
Basis Difference in Melt		-			(398	)
Basis Difference in Surface		-			(502	)
Basis Difference in Eton		(2,511	)		(8,626	)
Capital Losses		-			63
Sintetica License Agreement		2,329			-
License Agreement		(1	)		-
Novartis License Agreement		(138	)		-
Park stock purchase identifiable intangibles		(255	)		(274	)
Basis difference in Melt loan		869			-
Limitation Under 163(j)		-			195
Operating lease liabilities		1,856			2,192
Operating lease right-of-use assets		(1,753	)		(2,061	)
Total deferred tax assets, net		18,204			15,835
Valuation allowance		(18,204	)		(15,835	)
Net deferred tax liabilities	$	-		$	-

SCHEDULE OF UNRECOGNIZED TAX BENEFITS

A reconciliation of the change in the UTB balance from January 1, 2021 to December 31, 2021 is as follows:

SCHEDULE OF UNRECOGNIZED TAX BENEFITS

		Fed & State Tax
Balance at January 1, 2021	$	-
Additions for tax positions related to current year		-
Additions/(reductions) for tax positions related to prior years		-

Balance at December 31, 2021		-

Total unrecognized tax benefits as of December 31, 2021		-

SEGMENT INFORMATION AND CONCENTRATIONS (Tables)

12 Months Ended

Dec. 31, 2021

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, 2021 and 2020:

	For the Year Ended December 31, 2021
	Pharmaceutical			Pharmaceutical Drug
	Compounding			Development			Total
Net revenues	$	72,476		$	-		$	72,476
Cost of sales		(18,214	)		-			(18,214	)
Gross profit		54,262			-			54,262

Operating expenses:
Selling, general and administrative		27,465			-			27,465
Research and development		1,088			8,674			9,762
Segment contribution	$	25,709		$	(8,674	)		17,035
Corporate								(13,689	)
Research and development								(1,322	)
Amortization								(161	)
Asset sales and impairments, net								(249	)
Operating income							$	1,614

	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

SCHEDULE OF INVESTMENT (Details) - USD ($) $ in Thousands	12 Months Ended
SCHEDULE OF INVESTMENT (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Net Investment Income [Line Items]
Cost basis	$ 19,310
Share of Equity Method Losses	(8,177)
Paid in Kind Interest	576
In substance contributions	(576)
Net carrying value	11,133
Common Stock [Member]
Net Investment Income [Line Items]
Cost basis	5,320	$ 5,320
Share of Equity Method Losses	(5,320)	(4,006)
Paid in Kind Interest
In substance contributions
Net carrying value		$ 1,314
Loan [Member]
Net Investment Income [Line Items]
Cost basis	13,500
Share of Equity Method Losses	(2,367)
Paid in Kind Interest	576
In substance contributions	(576)
Net carrying value	$ 11,133

SCHEDULE OF BASIC AND DILUTED EARNINGS PER COMMON SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Numerator – net loss attributable to Harrow Health, Inc. common stockholders	$ (18,479)	$ (3,357)
Denominator – weighted average number of shares outstanding, basic and diluted	26,757,451	25,895,352
Net loss per share, basic and diluted	$ (0.69)	$ (0.13)

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

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+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) Segment $ / shares shares	Dec. 31, 2020 USD ($) shares	Jul. 31, 2021
Property, Plant and Equipment [Line Items]
Ownership percentage	30.00%		20.00%
Consolidation basis, description	we consolidate entities in which we hold and/or control, directly or indirectly, more than 50% of the voting rights.
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
Unrealized Gain (Loss) on Investments	$ (8,720)	$ 3,255
Number of stock sold \| shares	1,518,000
Share price \| $ / shares	$ 7.00
Gross proceeds from sale of stock	$ 10,626
Payments for commissions	799
Realized loss on investments	$ 1,406
Number of shares owned \| shares	3,500,000
Price per share \| $ / shares	$ 4.29
Investment owned, at fair value	$ 8,503	28,455
Accounts Receivable, after Allowance for Credit Loss	40	98
Reduction in common stock investment	$ 0
Investment Interest Rate	100.00%
Due from related parties	$ 48	851
Estimated useful life	20 years
Carrying value of notes	$ 71,654	$ 12,378
Fair value of notes	$ 78,810
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	267,761	200,463
Stock Options, Unvested RSUs and Warrants [Member]
Property, Plant and Equipment [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount \| shares	5,646,594	5,411,929
New Drug Applications [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	10 years
Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Estimated useful life	2 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Estimated useful life	5 years
Eton Pharmaceuticals, Inc. [Member]
Property, Plant and Equipment [Line Items]
Ownership percentage	10.00%
Mayfield pharmaceuticals inc [Member]
Property, Plant and Equipment [Line Items]
Ownership percentage		21.00%
Stowe pharmaceuticals inc [Member]
Property, Plant and Equipment [Line Items]
Ownership percentage		30.00%

SCHEDULE OF DISAGGREGATED REVENUE (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Total Revenues	$ 72,476	$ 48,871
Product Sales, Net [Member]
Disaggregation of Revenue [Line Items]
Total Revenues	69,104	48,479
Commissions [Member]
Disaggregation of Revenue [Line Items]
Total Revenues	3,253	356
Transfer Of Profit [Member]
Disaggregation of Revenue [Line Items]
Total Revenues	99
License [Member]
Disaggregation of Revenue [Line Items]
Total Revenues	$ 20	$ 36

- 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.

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+ Details

REVENUES (Details Narrative) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Revenue from Contract with Customer [Abstract]
Deferred revenue and customer deposits	$ 16	$ 66

SCHEDULE OF CONDENSED INCOME STATEMENT (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Revenues, net	$ 72,476	$ 48,871
Loss from operations	10,143	8,109
Net loss	$ (10,143)	$ (8,109)

- Definition

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

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SCHEDULE OF CONDENSED BALANCE SHEET (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets	$ 21,731	$ 9,074
Non-current assets	412	45
Total assets	22,143	9,119
Total liabilities	1,514	1,666
Total preferred stock and stockholders’ (deficit) equity	20,629	7,453
Total liabilities and stockholders’ equity	$ 22,143	$ 9,119

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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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INVESTMENT IN MELT PHARMACEUTICALS, INC. AND AGREEMENTS - RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) $ in Thousands	1 Months Ended
	Sep. 30, 2021	Feb. 28, 2019	Dec. 31, 2021	Dec. 31, 2020
Due from Related Parties			$ 48	$ 851
Management Services Agreement [Member]
Administrative Fees Expense		$ 10
Due from Related Parties			48	$ 851
Accounts receivable transferred to note receivable			$ 908
Melt Loan Agreement [Member]
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Debt instrument interest rate stated percentage	12.50%
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-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03.3)
-URI http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910

+ Details

SUMMARY OF CONDENSED INCOME STATEMENT (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Revenues, net	$ 72,476	$ 48,871
Loss from operations	10,143	8,109
Net loss	$ (10,143)	$ (8,109)

- 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, 2021	Dec. 31, 2020
Current assets	$ 21,731	$ 9,074
Non-current assets	412	45
Total assets	22,143	9,119
Total liabilities	1,514	1,666
Total stockholders’ equity	20,629	7,453
Total liabilities and stockholders’ equity	$ 22,143	$ 9,119

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.

Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.

+ References + Details

- Definition

+ References

+ Details

INVESTMENT IN SURFACE OPHTHALMICS, INC. AND AGREEMENTS - RELATED PARTY TRANSACTIONS (Details Narrative) - shares	Dec. 31, 2021	Jul. 31, 2021
Shares, Outstanding	3,500,000
Equity Method Investment, Ownership Percentage	30.00%	20.00%

SCHEDULE OF INVENTORIES (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Raw materials	$ 2,441	$ 2,501
Work in progress		17
Finished goods	1,776	1,444
Total inventories	$ 4,217	$ 3,962

SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid insurance	$ 728	$ 160
Other prepaid expenses	437	401
Receivable due from Melt	48	851
Deposits and other current assets	92	190
Total prepaid expenses and other current assets	$ 1,305	$ 1,602

- Definition

For an unclassified balance sheet, amounts due from related parties including affiliates, employees, joint ventures, officers and stockholders, immediate families thereof, and pension funds.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(k)(1))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03.10(3))
-URI http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(C))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(B))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03.3)
-URI http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910

+ Details

SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Computer hardware	$ 772	$ 690
Furniture and equipment	443	418
Lab and pharmacy equipment	4,056	3,426
Leasehold improvements	5,703	5,720
Property, plant and equipment, gross	10,974	10,254
Accumulated depreciation and amortization	(7,833)	(6,386)
Property, plant and equipment, net	$ 3,141	$ 3,868

PROPERTY, PLANT AND EQUIPMENT (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Gain (Loss) on Disposition of Assets		$ 41
Production Related Impairments or Charges	$ 150	105
Purchase of lab and pharmacy equipment	753
Depreciation, Amortization and Accretion, Net	$ 1,580	$ 1,702

SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Total gross capitalized software for internal-use	$ 1,101	$ 680
Accumulated amortization	(569)	(432)
Capitalized internal-use software in process	781	337
Total finite lived intangible assets net	1,313	585
Capitalized Internal Use Software [Member]
Finite-Lived Intangible Assets [Line Items]
Total gross capitalized software for internal-use	417	554
Third Party Software License [Member]
Finite-Lived Intangible Assets [Line Items]
Total gross capitalized software for internal-use	$ 684	$ 126

CAPITALIZED SOFTWARE DEVELOPMENT COSTS (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Amortization	$ 8	$ 8
Capitalized Software Development Costs [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization	$ 137	$ 178

SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Amortization periods (in years)	20 years
Cost	$ 16,642	$ 2,917
Accumulated amortization	(730)	(615)
Impairment	(99)	(363)
Net Carrying value	$ 15,813	1,939
Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization periods (in years)	2 years
Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization periods (in years)	5 years
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	$ 966	922
Accumulated amortization	(75)	(93)
Impairment		(363)
Net Carrying value	$ 891	$ 473
Patents [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization periods (in years)	7 years	17 years
Patents [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization periods (in years)	19 years	19 years
Licenses [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization periods (in years)	20 years	20 years
Cost	$ 100	$ 50
Accumulated amortization	(7)	(6)
Impairment
Net Carrying value	93	44
Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	359	356
Accumulated amortization
Impairment	(99)
Net Carrying value	$ 260	$ 356
Finite-Lived Intangible Assets, Amortization Method	Indefinite	Indefinite
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	$ 1,519	$ 1,519
Accumulated amortization	(586)	(454)
Impairment
Net Carrying value	$ 933	$ 1,065
Customer Relationships [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization periods (in years)	3 years	3 years
Customer Relationships [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization periods (in years)	15 years	15 years
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization periods (in years)	5 years	5 years
Cost	$ 5	$ 5
Accumulated amortization	(5)	(5)
Impairment
Net Carrying value
Non-Competition Clause [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	50	50
Accumulated amortization	(50)	(50)
Impairment
Net Carrying value
Non-Competition Clause [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization periods (in years)	3 years	3 years
Non-Competition Clause [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization periods (in years)	4 years	4 years
State Pharmacy Licenses [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization periods (in years)	25 years	25 years
Cost	$ 8	$ 8
Accumulated amortization	(7)	(7)
Impairment
Net Carrying value	$ 1	$ 1

SCHEDULE OF AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 161	$ 167
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	26	32
Licenses [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	2	1
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 133	$ 134

SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2022	$ 1,602
2023	1,592
2024	1,592
2025	1,592
2026	1,586
Thereafter	7,589
Intangible assets	$ 15,553

INTANGIBLE ASSETS AND GOODWILL (Details Narrative) - USD ($) $ in Thousands		12 Months Ended
	Dec. 17, 2021	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Impairment		$ 99	$ 363
Amortization periods (in years)		20 years
Cost		$ 16,642	2,917
Accumulated amortization		(730)	(615)
Impairment		(99)	(363)
Net Carrying value		15,813	1,939
Carrying value of ggodwill		$ 0	0
Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization periods (in years)		2 years
Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization periods (in years)		5 years
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Impairment			363
Cost		966	922
Accumulated amortization		(75)	(93)
Impairment			(363)
Net Carrying value		$ 891	$ 473
Patents [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization periods (in years)		7 years	17 years
Patents [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization periods (in years)		19 years	19 years
Licenses [Member]
Finite-Lived Intangible Assets [Line Items]
Impairment
Amortization periods (in years)		20 years	20 years
Cost		$ 100	$ 50
Accumulated amortization		(7)	(6)
Impairment
Net Carrying value		93	44
Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Impairment		99
Cost		359	356
Accumulated amortization
Impairment		(99)
Net Carrying value		$ 260	$ 356
Finite-Lived Intangible Assets, Amortization Method		Indefinite	Indefinite
New Drug Applications [Member]
Finite-Lived Intangible Assets [Line Items]
Impairment
Amortization periods (in years)		10 years
Cost		$ 13,635
Accumulated amortization
Impairment
Net Carrying value		13,635
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Impairment
Cost		1,519	1,519
Accumulated amortization		(586)	(454)
Impairment
Net Carrying value		$ 933	$ 1,065
Customer Relationships [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization periods (in years)		3 years	3 years
Customer Relationships [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization periods (in years)		15 years	15 years
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Impairment
Amortization periods (in years)		5 years	5 years
Cost		$ 5	$ 5
Accumulated amortization		(5)	(5)
Impairment
Net Carrying value
Non-Competition Clause [Member]
Finite-Lived Intangible Assets [Line Items]
Impairment
Cost		50	50
Accumulated amortization		(50)	(50)
Impairment
Net Carrying value
Non-Competition Clause [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization periods (in years)		3 years	3 years
Non-Competition Clause [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization periods (in years)		4 years	4 years
State Pharmacy Licenses [Member]
Finite-Lived Intangible Assets [Line Items]
Impairment
Amortization periods (in years)		25 years	25 years
Cost		$ 8	$ 8
Accumulated amortization		(7)	(7)
Impairment
Net Carrying value		$ 1	$ 1
Novartis Technology LLC And Novartis opthalmics AG [Member] \| Asset Purchase Agreement [Member]
Finite-Lived Intangible Assets [Line Items]
Asset acquisition description of acquired entity	the Company entered into the NVS Agreement (see Note 10), pursuant to which the Company purchased from NVS the exclusive commercial rights to the NVS Products in the U.S. The Company made a one-time payment of $14,050 to NVS for the U.S. rights to the NVS Products and their related intellectual property	the exclusive commercial rights, including the New Drug Applications (“NDAs”), to assets associated with ophthalmic products Moxeza, Iopidine 1% and 0.5%, and Maxitrol eyedrops suspension (collectively the “ NVS Products”) in the United States of America(“U.S.”).
Asset Acquisition, Consideration Transferred	$ 14,050	$ 14,050

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Accounts payable	$ 5,174	$ 3,645
Other accrued expenses	49	49
Accrued interest (see Note 13)	1,114	238
Accrued exit fee for note payable (see Note 13)		800
Total accounts payable and accrued expenses	6,337	4,732
Less: Current portion	(6,337)	(3,932)
Non-current total accrued expenses		$ 800

SUMMARY OF FUTURE MINIMUM PAYMENTS (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Debt Disclosure [Abstract]
2022	$ 6,469
2023	6,469
2024	6,469
2025	6,469
2026	77,158
Total minimum payments	103,034
Less: amount representing interest payments	(28,034)
Notes payable, gross	75,000
Less: unamortized discount, net of premium	(3,346)
Notes payable, net of unamortized discount	$ 71,654	$ 12,378

DEBT (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended					12 Months Ended
	Feb. 01, 2026	Jun. 30, 2021	May 31, 2021	Apr. 30, 2021	Apr. 30, 2020	Jul. 31, 2017	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Share price							$ 4.29
Amortization of debt issuance costs and discount							$ 677	$ 457
Interest paid-in-kind								358
PPP loan balance							1,967
Term Loan and Security Agreement [Member]
Debt Instrument [Line Items]
Debt principal amount						$ 16,000
Interest expense, debt							647	1,767
Amortization of debt issuance costs and discount							96	$ 354
Debt instrument interest rate description						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 had achieved a leverage ratio as of such date of less than 3.00:1:00, the Margin Rate shall equal 7.00%
Debt instrument, additional principal amount					$ 1,000
Interest paid-in-kind					358
Debt issuance expenses				$ 15,540
Extinguishment of debt							756
Term Loan and Security Agreement [Member] \| Base Rate [Member]
Debt Instrument [Line Items]
Debt instrument interest rate						10.00%
Term Loan and Security Agreement [Member] \| Minimum [Member] \| London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Debt instrument interest rate						2.00%
Business Loan Agreement [Member] \| Paycheck Protection Program Loan [Member]
Debt Instrument [Line Items]
Debt principal amount					$ 1,967
PPP loan balance							1,967
8.625% Senior Notes due 2026 [Member]
Debt Instrument [Line Items]
Debt principal amount				$ 50,000
Additional notes issued		$ 20,000	$ 5,000
Premium on issuance of debt		$ 322
Debt instrument, interest rate				8.625%
Interest Expense, debt							5,132
Amortization of debt issuance costs and discount							$ 581
8.625% Senior Notes due 2026 [Member] \| Forecast [Member]
Debt Instrument [Line Items]
Debt instrument, redemption, description	redemption price equal to 100% of the principal amount of the Notes to be redeemed
8.625% Senior Notes due 2026 [Member] \| Investor [Member]
Debt Instrument [Line Items]
Share price		$ 25.75		$ 25.00
Proceeds from issuance of debt		$ 19,164		$ 51,909
Debt issuance costs and discounts				$ 3,091
Interest expense, debt		278
Debt issuance costs		$ 1,158

SCHEDULE OF FUTURE LEASE PAYMENT UNDER OPERATING LEASES (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Leases
2022	$ 674
2023	740
2024	760
2025	579
2026	594
Thereafter	6,378
Total minimum lease payments	9,725
Less: amount representing interest payments	(3,441)
Total operating lease liabilities	6,284
Less: current portion, operating lease liabilities	(272)	$ (580)
Operating lease liabilities, net of current portion	$ 6,012	$ 6,652

SCHEDULE OF FUTURE LEASE PAYMENT UNDER FINANCE LEASE (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Leases
2022	$ 9
2023	9
2024	1
Total minimum lease payments	19
Less: amount representing interest payments	(1)
Present value of future minimum lease payments	18
Less: current portion, finance lease obligation	(8)	$ (8)
Finance lease obligation, net of current portion	$ 10	$ 17

LEASES (Details Narrative) $ in Thousands	12 Months Ended
LEASES (Details Narrative) $ in Thousands	Dec. 31, 2021 USD ($) ft²	Dec. 31, 2020 USD ($)
Lease expiration date description	December 2021
Operating Lease, Weighted Average Discount Rate, Percent	6.30%	6.30%
Operating Lease, Weighted Average Remaining Lease Term	14 years 7 months 6 days	11 years 2 months 12 days
Operating Lease, Payments \| $	$ 1,000	$ 1,052
Operating Lease, Expense \| $	912	$ 1,066
Monthly payments of finance lease \| $	$ 1
Finance Lease, Weighted Average Discount Rate, Percent	6.36%	6.36%
Finance Lease, Weighted Average Remaining Lease Term	2 years 29 days	3 years 29 days
Amortization \| $	$ 8	$ 8
Finance Lease, Interest Expense \| $	$ 1	$ 2
San Diego [Member]
Area of Land \| ft²	10,200
Lease expiration date description	expiration date in December 2021
Carlsbad [Member]
Area of Land \| ft²	5,789
Lease expiration date description	July 2027
Ledgewood [Member]
Area of Land \| ft²	35,326
Lease expiration date description	July 2026
Lease term, option to extend	an option to extend the term for two additional five-year periods
Additional square footage \| ft²	1,400
Nashville [Member]
Area of Land \| ft²	5,500
Lease expiration date description	December 2024
Lease term, option to extend	an option to extend the term for two additional five-year periods
Office and Laboratory Space [Member] \| Minimum [Member]
Lease term	1 year
Office and Laboratory Space [Member] \| Maximum [Member]
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, 2021 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares, Outstanding, Beginning balance \| shares	3,030,033
Weighted Avg. Exercise Price, Outstanding, Beginning balance \| $ / shares	$ 5.43
Number of shares, Options granted \| shares	77,000
Weighted Avg. Exercise Price, Options granted \| $ / shares	$ 8.13
Number of shares, Options exercised \| shares	(25,480)
Weighted Avg. Exercise Price, Options exercised \| $ / shares	$ 2.62
Number of shares, Options cancelled/forfeited \| shares	(42,007)
Weighted Avg. Exercise Price, Options cancelled/forfeited \| $ / shares	$ 5.80
Number of shares, Outstanding, Ending balance \| shares	3,039,546
Weighted Avg. Exercise Price, Outstanding, Ending balance \| $ / shares	$ 5.52
Weighted Avg. Remaining Contractual Life, Options outstanding	4 years 9 months 10 days
Aggregate Intrinsic Value, Options outstanding \| $	$ 9,561
Number of shares, Options exercisable \| shares	2,461,824
Weighted Avg. Exercise Price, Exercisable Ending Balance \| $ / shares	$ 5.10
Weighted Avg. Remaining Contractual Life, Options exercisable	4 years 6 months 10 days
Aggregate Intrinsic Value, Options exercisable \| $	$ 8,778
Number of shares, Options vested and expected to vest \| shares	2,981,774
Weighted Avg. Exercise Price, Vested and expected to vest \| $ / shares	$ 5.48
Weighted Avg. Remaining Contractual Life, Options vested and expected to vest	4 years 9 months 3 days
Aggregate Intrinsic Value, Options vested and expected to vest \| $	$ 9,483

SCHEDULE OF FAIR VALUE ASSUMPTIONS (Details) - Options Granted to Employees [Member] - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average fair value of options granted	$ 4.97	$ 3.86
Expected volatility, minimum	69.00%	67.00%
Expected volatility, maximum	74.00%	71.00%
Risk-free interest rate, minimum	0.39%	0.34%
Risk-free interest rate, maximum	0.45%	1.64%
Dividend yield
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected terms (in years)	5 years	6 months
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected terms (in years)	6 years 1 month 9 days	6 years 1 month 9 days

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	3,039,546
Weighted Average Remaining Contractual Life in Years	4 years 9 months 10 days
Weighted Average Exercise Price	$ 5.52
Number Exercisable \| shares	2,461,824
Weighted Average Exercisable Exercise Price	$ 5.10
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	750,955
Weighted Average Remaining Contractual Life in Years	4 years 7 months 9 days
Weighted Average Exercise Price	$ 2.06
Number Exercisable \| shares	750,763
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	2.76
Range of Exercise Prices, maximum	$ 4.66
Number of Options Outstanding \| shares	505,000
Weighted Average Remaining Contractual Life in Years	4 years 8 months 15 days
Weighted Average Exercise Price	$ 3.99
Number Exercisable \| shares	459,370
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	470,350
Weighted Average Remaining Contractual Life in Years	6 years 1 month 2 days
Weighted Average Exercise Price	$ 6.12
Number Exercisable \| shares	414,645
Weighted Average Exercisable Exercise Price	$ 6.14
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	1,313,241
Weighted Average Remaining Contractual Life in Years	4 years 5 months 4 days
Weighted Average Exercise Price	$ 7.87
Number Exercisable \| shares	837,046
Weighted Average Exercisable Exercise Price	$ 7.93

SCHEDULE OF SHARE BASED COMPENSATION PERFORMANCE STOCK UNITS AWARD ACTIVITY (Details)

Dec. 31, 2021

$ / shares

Share-based Payment Arrangement, Tranche One [Member]

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

Number of Shares | shares

223,988

Target Share Price | $ / shares

$ 11.70

^[1]

Share-based Payment Arrangement, Tranche Two [Member]

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

Number of Shares | shares

335,981

Target Share Price | $ / shares

$ 15.60

^[1]

Share-based Payment Arrangement, Tranche Three [Member]

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

Number of Shares | shares

447,975

Target Share Price | $ / shares

$ 19.50

^[1]

Share-based Payment Arrangement, Tranche Four [Member]

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

Number of Shares | shares

559,969

Target Share Price | $ / shares

$ 21.45

^[1]

[1]	Target Share Price assumes that no dividends or like distributions are made to shareholders of the Company. If such distributions are made, the Target Share Price would decrease accordingly, to the benefit of the employee, to account for the dividend/distribution as a part of TSR.

SCHEDULE OF RESTRICTED STOCK UNITS ACTIVITY (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of RSUs unvested, Outstanding, Beginning balance	1,601,509	1,411,930
Weighted Average Grant Date Fair Value, Beginning balance	$ 3.14	$ 2.76
Number of RSUs granted	1,906,490	251,524
Weighted Average Grant Date Fair Value, RSUs granted	$ 6.91	$ 6.11
Number of RSUs vested	(1,274,797)	(61,945)
Weighted Average Grant Date Fair Value, RSUs vested	$ 2.40	$ 6.46
Number of RSUs cancelled/forfeited
Number of RSUs unvested, Outstanding, Ending balance	2,233,202	1,601,509
Weighted Average Grant Date Fair Value, Ending balance	$ 6.78	$ 3.14

SCHEDULE OF STOCK BASED COMPENSATION GRANTED TO EMPLOYEES DIRECTORS CONSULTANTS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Share-based Payment Arrangement, Expense	$ 5,745	$ 2,858
Employees [Member] \| Selling, General and Administrative [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Share-based Payment Arrangement, Expense	4,800	2,289
Employees [Member] \| Employees Research and Development [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Share-based Payment Arrangement, Expense	527
Director [Member] \| Selling, General and Administrative [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Share-based Payment Arrangement, Expense	418	473
Consultants [Member] \| Selling, General and Administrative [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Share-based Payment Arrangement, Expense		$ 96

SCHEDULE OF WARRANTS ACTIVITY (Details) - Warrant [Member]	12 Months Ended
	Dec. 31, 2021 $ / 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
Share-based Payment Award, Non-Option Equity Instruments, Exercised	(406,539)
Weighted Avg. Exercise Price, Exercised \| $ / shares	$ 2.16
Share-based Payment Award, Non-Option Equity Instruments, Expirations
Number of Shares Warrants Outstanding, ending balance	373,847
Weighted Avg. Exercise Price, Outstanding,ending balance \| $ / shares	$ 2.08
Weighted average remaining contractual life of the outstanding warrants in years	2 years 6 months 18 days

SCHEDULE OF WARRANTS OUTSTANDING AND WARRANTS EXERCISABLE (Details)	12 Months Ended
	Dec. 31, 2021 $ / shares shares
Warrant [Member]
Class of Warrant or Right [Line Items]
Warrants Outstanding \| shares	373,847
Exercise Price \| $ / shares	$ 2.08
Lender Warrants [Member]
Class of Warrant or Right [Line Items]
Issue Date	Jul. 19, 2017
Warrants Outstanding \| shares	373,847
Exercise Price \| $ / shares	$ 2.08
Expiration Date	Jul. 19, 2024

STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended	6 Months Ended	12 Months Ended
	Jun. 04, 2020	Jul. 31, 2015	May 31, 2021	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Preferred Stock, Shares Authorized					5,000,000	5,000,000
Preferred stock, par value					$ 0.001	$ 0.001
Preferred Stock, Shares Outstanding					0	0
Preferred Stock, Shares Issued					0	0
Sale of Stock, Number of Shares Issued in Transaction					1,518,000
Common stock, par value					50,000,000	50,000,000
Common Stock, Par or Stated Value Per Share					$ 0.001	$ 0.001
Stock Issued During Period, Shares, New Issues					1,567,913
Value of stock withheld for payroll tax purposes					$ (3,228)
Number of restrcited shares, value
Options exercise price, minimum						$ 1.47
Options exercise price, maximum						$ 8.99
Stock-based compensation					5,745	$ 2,775
Fair value of PSUs					$ 10,113
Derivative volatility rate					75.00%
Derivative, Variable Interest Rate					0.72%
Baum Performance Option [Member]
Class of Stock [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
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%
2017 Incentive Stock and Awards Plan [Member]
Class of Stock [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized					6,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant					2,399,649
Range One [Member]
Class of Stock [Line Items]
Options exercise price, minimum						$ 1.47
Options exercise price, maximum						2.60
Range Two [Member]
Class of Stock [Line Items]
Options exercise price, minimum						2.76
Options exercise price, maximum						$ 4.66
Common Stock [Member]
Class of Stock [Line Items]
Shares issued of restricted common stock, shares					1,207,500	185,785
Number of stock withheld for payroll tax purposes					391,461
Value of stock withheld for payroll tax purposes
Number of restrcited shares, value					$ 1
Common shares issued under share-based arrangement						30,000
Mark L. Baum [Member] \| Common Stock [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues					715,871
Number of stock withheld for payroll tax purposes					334,129
Value of stock withheld for payroll tax purposes					$ 2,760
Andrew R. Boll [Member] \| Common Stock [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues					100,168
Number of stock withheld for payroll tax purposes					57,332
Value of stock withheld for payroll tax purposes					$ 468
Minimum [Member] \| Baum Performance Option [Member]
Class of Stock [Line Items]
Average stock price		9
Maximum [Member] \| Baum Performance Option [Member]
Class of Stock [Line Items]
Average stock price		$ 15
Restricted Stock Units (RSUs) [Member]
Class of Stock [Line Items]
Shares issued of restricted common stock, shares						30,000
Shares vested during period					267,761	200,463
Number of restrcited shares, value						$ 167
Number of RSUs unvested, Outstanding, Beginning balance				1,601,509	1,601,509	1,411,930
Weighted Average Grant Date Fair Value, Beginning balance				$ 3.14	$ 3.14	$ 2.76
Number of RSUs granted					1,906,490	251,524
Weighted Average Grant Date Fair Value, RSUs granted					$ 6.91	$ 6.11
Number of RSUs vested					(1,274,797)	(61,945)
Weighted Average Grant Date Fair Value, RSUs vested					$ 2.40	$ 6.46
Number of RSUs cancelled/forfeited
Number of RSUs unvested, Outstanding, Ending balance					2,233,202	1,601,509
Weighted Average Grant Date Fair Value, Ending balance					$ 6.78	$ 3.14
Restricted Stock Units (RSUs) [Member] \| Common Stock [Member]
Class of Stock [Line Items]
Shares issued of restricted common stock, shares						185,785
Restricted stock units vested						26,721
Restricted Stock Units (RSUs) [Member] \| Mark L. Baum [Member]
Class of Stock [Line Items]
Shares issued of restricted common stock, shares					1,050,000
Restricted Stock Units (RSUs) [Member] \| Andrew R. Boll [Member]
Class of Stock [Line Items]
Shares issued of restricted common stock, shares					157,500
Restricted Stock Units (RSUs) [Member] \| Director [Member]
Class of Stock [Line Items]
Shares issued of restricted common stock, shares						35,224
Shares vested during period					67,297
Restricted Stock Units (RSUs) [Member] \| Employees [Member]
Class of Stock [Line Items]
Shares issued of restricted common stock, shares					300,000	161,000
Number of restrcited shares, value					$ 2,670	$ 1,025
Restricted Stock Units (RSUs) [Member] \| Board of Directors [Member]
Class of Stock [Line Items]
Shares issued of restricted common stock, shares					38,576	90,524
Number of restrcited shares, value					$ 400	$ 511
Share-based Payment Arrangement, Option [Member]
Class of Stock [Line Items]
Common stock withheld for payroll tax withholdings, shares						3,564
mmon stock withheld for payroll tax withholdings, value						$ 8
Share-based Payment Arrangement, Option [Member] \| Range One [Member]
Class of Stock [Line Items]
Number of common stock issued on cashless exercise						4,161
Common shares issued under share-based arrangement						16,750
Options exercise price, minimum						$ 1.70
Options exercise price, maximum						$ 4.05
Share-based Payment Arrangement, Option [Member] \| Range Two [Member]
Class of Stock [Line Items]
Number of common stock issued on cashless exercise						2,998
Common shares issued under share-based arrangement						2,998
Options exercise price, minimum						$ 3.04
Options exercise price, maximum						$ 3.20
Stock Option Plan [Member]
Class of Stock [Line Items]
Closing price of common stock price per share					$ 8.64
Intrinsic value of options exercised					$ 146
Forfeiture factor, percentage					10.00%
Unrecognized compensation expense related to unvested stock options granted under the plan					$ 1,397
Expense expected to recognize over the weighted-average remaining vesting period					5 years 1 month 6 days
Stock-based compensation					$ 1,636	$ 1,579
Stock Option Plan [Member] \| Employees and Consultant [Member]
Class of Stock [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, 2021 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
Performance Stock Units PSU [Member] \| Employees [Member]
Class of Stock [Line Items]
PSUs term					five-year
Unvested RSUs [Member]
Class of Stock [Line Items]
Unrecognized compensation expense related to unvested stock options granted under the plan					$ 10,550
Expense expected to recognize over the weighted-average remaining vesting period					1 year 5 months 23 days
Stock-based compensation					$ 4,022	1,167
Subsidiary Stock [Member] \| Mayfield pharmaceuticals inc [Member]
Class of Stock [Line Items]
Stock-based compensation					87	$ 26
Series B Cumulative Preferred Stock Redeemed [Member]
Class of Stock [Line Items]
Preferred stock, par value			$ 0.001
Sale of Stock, Number of Shares Issued in Transaction			440,000	440,000
Preferred Stock, Liquidation Preference Per Share			$ 25.00	$ 25.00
Payments of Stock Issuance Costs			$ 10,655
Preferred Stock, Voting Rights			Series B Preferred Stock was not convertible into our common stock, had no voting rights
Preferred Stock, Dividend Rate, Percentage			9.50%
Accrued and unpaid dividends				$ 11,127
Preferred stock, cash dividends					$ 472
Common Stock [Member] \| Warrant [Member]
Class of Stock [Line Items]
Shares issued of restricted common stock, shares					311,369
Number of securities called by warrants					406,539
Common Stock [Member] \| Warrant [Member] \| Minimum [Member]
Class of Stock [Line Items]
Warrants exercise price					$ 1.79
Common Stock [Member] \| Warrant [Member] \| Maximum [Member]
Class of Stock [Line Items]
Warrants exercise price					$ 3.75
Common Stock [Member] \| Options Held [Member]
Class of Stock [Line Items]
Number of securities called by warrants					25,480
Stock Issued During Period, Shares, New Issues					25,480
Proceeds from Issuance of Common Stock					$ 65
Common Stock [Member] \| Options Held [Member] \| Minimum [Member]
Class of Stock [Line Items]
Warrants exercise price					$ 1.70
Common Stock [Member] \| Options Held [Member] \| Maximum [Member]
Class of Stock [Line Items]
Warrants exercise price					$ 4.29

SCHEDULE OF PROVISION FOR INCOME TAXES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Federal
State	133	4
Total current	133	4
Federal	(425)	(771)
State	(1,944)	138
Change in valuation allowance	2,369	633
Total deferred
Income tax provision (benefit)	$ 133	$ 4

- 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, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
U.S. federal statutory tax rate	21.00%	21.00%
State tax benefit, net	(3.24%)	(0.11%)
Employee stock-based compensation	7.00%	5.52%
Other	(7.53%)	(0.38%)
Write off of NOLs due to previous change in ownership	(14.77%)	0.00%
Write off of credits due to previous change in ownership	(1.71%)	0.00%
Reduction of valuation allowance for write off of NOLs and credits due to previous change in ownership	16.48%	0.00%
Valuation allowance	(18.82%)	(26.14%)
Effective income tax rate	(0.74%)	(0.11%)

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
NOL	$ 12,337	$ 19,678
Depreciation and amortization	680	535
Other	59	413
Research and development credits	90	596
Deferred stock compensation	4,642	4,024
Basis Difference in Melt		398
Basis Difference in Surface		502
Basis Difference in Eton	(2,511)	(8,626)
Capital Losses		63
Sintetica License Agreement	2,329
License Agreement	(1)
Novartis License Agreement	(138)
Park stock purchase identifiable intangibles	(255)	(274)
Basis difference in Melt loan	869
Limitation Under 163(j)		195
Operating lease liabilities	1,856	2,192
Operating lease right-of-use assets	(1,753)	(2,061)
Total deferred tax assets, net	18,204	15,835
Valuation allowance	(18,204)	(15,835)
Net deferred tax liabilities

SCHEDULE OF UNRECOGNIZED TAX BENEFITS (Details)	12 Months Ended
SCHEDULE OF UNRECOGNIZED TAX BENEFITS (Details)	Dec. 31, 2021 USD ($)
Income Tax Disclosure [Abstract]
Balance at January 1, 2021
Additions for tax positions related to current year
Additions/(reductions) for tax positions related to prior years
Balance at December 31, 2021
Total unrecognized tax benefits as of December 31, 2021

INCOME TAXES (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
INCOME TAXES (Details Narrative) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	$ 2,369	$ 633
Federal net operating loss carryforwards	34,400
State net operating loss carryforwards	$ 53,200
State net operating loss expiration date	2027
Federal net operating loss carryforward description	In addition, the Company has federal net operating loss carryforward of $3,900 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	$ 47
State research and development tax credits	54
Income tax examination penalties and interest accrued	0
Internal Revenue Service (IRS) [Member]
Operating Loss Carryforwards [Line Items]
Federal net operating loss carryforwards	12,600
State net operating loss carryforwards	9,400
[custom:FederalTaxCreditFromDeferredTaxAssetsWithCorrespondingReductionOfValuationAllowance-0]	300
[custom:StateTaxCreditFromDeferredTaxAssetsWithCorrespondingReductionOfValuationAllowance-0]	$ 300
Reasearch and Development [Member]
Operating Loss Carryforwards [Line Items]
Federal and state research and development tax credits expiration date	2026

EMPLOYEE SAVINGS PLAN (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
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	$ 282	$ 272

- 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
	Dec. 17, 2021	Nov. 08, 2021	Aug. 31, 2021	Jul. 31, 2021	May 31, 2021	Dec. 31, 2019	Apr. 30, 2017	Dec. 31, 2021	Dec. 31, 2020
Loss Contingencies [Line Items]
Litigation settlement agreement, description		On November 8, 2021, following a jury trial, the Company and NDS entered into a voluntary settlement agreement (the “Settlement Agreement”) to resolve all claims and pending matters related to this lawsuit. During the year ended December 31, 2021, the Company recorded $1,500 in selling, general and administrative expenses related to the Settlement Agreement. Except for the one-time payment of $1,500, the Company does not expect the Settlement Agreement will have any future material impact on the Company’s consolidated cash flows, financial position, and results of operations.
Estimated one-time payment		$ 1,500
Sales and Marketing Agreements [Member]
Loss Contingencies [Line Items]
Description for commission payments								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
Additional paid-in capital related to stock-based payments								$ 0	$ 83
Commission expenses								$ 3,640	2,434
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%
Asset Purchase, License and Related Agreements [Member]
Loss Contingencies [Line Items]
Accounts payable and other accrued liabilities								$ 251	224
Royalty expense								$ 991	682
Asset Purchase Agreement [Member]
Loss Contingencies [Line Items]
Shares returned					350,000
Asset Purchase Agreement [Member] \| Novartis Technology LLC And Novartis opthalmics AG [Member]
Loss Contingencies [Line Items]
Asset acquisition description of acquired entity	the Company entered into the NVS Agreement (see Note 10), pursuant to which the Company purchased from NVS the exclusive commercial rights to the NVS Products in the U.S. The Company made a one-time payment of $14,050 to NVS for the U.S. rights to the NVS Products and their related intellectual property							the exclusive commercial rights, including the New Drug Applications (“NDAs”), to assets associated with ophthalmic products Moxeza, Iopidine 1% and 0.5%, and Maxitrol eyedrops suspension (collectively the “ NVS Products”) in the United States of America(“U.S.”).
Asset acquisition, consideration transferred	$ 14,050							$ 14,050
Sintetica Agreement [Member]
Loss Contingencies [Line Items]
Royalty payments				$ 18,000
Sintetica Agreement [Member] \| Due Within Thirty Days [Member]
Loss Contingencies [Line Items]
Royalty payments				$ 5,000
Wakamoto Agreement [Member]
Loss Contingencies [Line Items]
Royalty payments			$ 2,000
Commercial payments for royalties			$ 6,200
Dexycu Agreement [Member]
Loss Contingencies [Line Items]
[custom:CommissionExpirationDate]								Aug. 01, 2025
[custom:CommissionRevenues]								$ 3,253	357
Klarity License Agreement [Member]
Loss Contingencies [Line Items]
Royalty expense								160	129
Milestone payment in cash								165	149
Additional milestone payment in cash								30	35
Klarity License Agreement [Member] \| Richard L. Lindstrom, M.D [Member]
Loss Contingencies [Line Items]
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
Klarity License Agreement [Member] \| Richard L. Lindstrom, M.D [Member] \| Initial Payment [Member]
Loss Contingencies [Line Items]
Royalty expense							$ 50
Klarity License Agreement [Member] \| Richard L. Lindstrom, M.D [Member] \| Second Payment [Member]
Loss Contingencies [Line Items]
Royalty expense							50
Net sales							50
Klarity License Agreement [Member] \| Richard L. Lindstrom, M.D [Member] \| Final Payment [Member]
Loss Contingencies [Line Items]
Royalty expense							50
Net sales							$ 100
Injectable Asset Purchase Agreement [Member]
Loss Contingencies [Line Items]
Royalty expense								29	55
Milestone payment in cash								28	55
Milestone payments on payables								8	7
Injectable Asset Purchase Agreement [Member] \| Richard L. Lindstrom, M.D [Member]
Loss Contingencies [Line Items]
Royalty payment description						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
Presbyopia Asset Purchase Agreement [Member]
Loss Contingencies [Line Items]
Royalty expense								0	0
Milestone payment in cash								0	0
Milestone payments on payables								0	$ 0
Presbyopia Asset Purchase Agreement [Member] \| Richard L. Lindstrom, M.D [Member]
Loss Contingencies [Line Items]
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
License Agreement [Member]
Loss Contingencies [Line Items]
Shares returned					300,000
Stowe License Agreement [Member]
Loss Contingencies [Line Items]
Shares returned					1,750,000
Selling, General and Administrative Expenses [Member]
Loss Contingencies [Line Items]
Estimated litigation settlement expense								1,500
Research and Development Expense [Member] \| Sintetica Agreement [Member]
Loss Contingencies [Line Items]
Royalty payments								$ 3,117

SCHEDULE OF SEGMENT NET REVENUES, SEGMENT OPERATING EXPENSES AND SEGMENT CONTRIBUTION (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Total revenues	$ 72,476	$ 48,871
Cost of sales	(18,214)	(14,463)
Gross profit	54,262	34,408
Selling, general and administrative	41,315	31,247
Research and development	11,084	2,413
Operating income	10,143	8,109
Amortization	8	8
Operating Segments [Member]
Segment Reporting Information [Line Items]
Total revenues	72,476	48,871
Cost of sales	(18,214)	(14,463)
Gross profit	54,262	34,408
Selling, general and administrative	27,465	22,835
Research and development	9,762	847
Segment contribution	17,035	10,726
Operating income	1,614	385
Amortization	(161)	(167)
Asset sales and impairments, net	(249)	(363)
Operating Segments [Member] \| Research and Development Expense [Member]
Segment Reporting Information [Line Items]
Operating income	(1,322)	(1,566)
Operating Segments [Member] \| Pharmaceutical Compounding [Member]
Segment Reporting Information [Line Items]
Total revenues	72,476	48,871
Cost of sales	(18,214)	(14,463)
Gross profit	54,262	34,408
Selling, general and administrative	27,465	22,691
Research and development	1,088	759
Segment contribution	25,709	10,958
Operating Segments [Member] \| Pharmaceutical Drug Development [Member]
Segment Reporting Information [Line Items]
Total revenues
Cost of sales
Gross profit
Selling, general and administrative		144
Research and development	8,674	88
Segment contribution	(8,674)	(232)
Corporate, Non-Segment [Member]
Segment Reporting Information [Line Items]
Operating income	$ (13,689)	$ (8,245)

SEGMENT INFORMATION AND CONCENTRATIONS (Details Narrative) - Segment	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Revenue, Major Customer [Line Items]
Number of operating segments	2
Cost of Goods and Service, Product and Service Benchmark [Member] \| Supplier Concentration Risk [Member] \| Three Main Suppliers [Member]
Revenue, Major Customer [Line Items]
Concentration risk percentage	74.00%	77.00%
Two Product Concentration Risk [Member] \| Revenue Benchmark [Member] \| Product Concentration Risk [Member]
Revenue, Major Customer [Line Items]
Concentration risk percentage	35.00%	35.00%

SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended		12 Months Ended
	Feb. 28, 2022	Jan. 31, 2022	Dec. 31, 2021
Subsequent Event [Line Items]
Number of common stock issued			1,567,913
Subsequent Event [Member] \| Mark L. Baum [Member]
Subsequent Event [Line Items]
Cashless exercise of options, shares		125,000
Cashless exercise of options, price per shares		$ 2.40
Common stock withheld on cashless exercise		36,014
Common stock withheld for payroll tax withholdings, shares		35,392
Subsequent Event [Member] \| Andrew R. Boll [Member]
Subsequent Event [Line Items]
Number of common stock issued	29,395
Common stock withheld for payroll tax withholdings, shares	20,605
Number of restricted stock units granted	50,000
Common stock withheld for payroll tax withholdings, value	$ 162
Subsequent Event [Member] \| John P. Saharek [Member]
Subsequent Event [Line Items]
Number of common stock issued	24,077
Common stock withheld for payroll tax withholdings, shares	25,923
Number of restricted stock units granted	50,000
Common stock withheld for payroll tax withholdings, value	$ 204
Subsequent Event [Member] \| Common Stock [Member] \| Mark L. Baum [Member]
Subsequent Event [Line Items]
Number of common stock issued		53,594