10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

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

For the fiscal year ended December 31, 2017

OR

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

For the transition period from ________ to __________

Commission file number 000-55181

TWINLAB CONSOLIDATED HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada	46-3951742
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

4800 T-Rex Avenue, Suite 305 Boca Raton, Florida	33431
(Address of principal executive offices)	(Zip Code)

(561) 443-4301

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: common stock, par value $0.001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to Form 10-K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company" and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	(Do not check if a smaller reporting company)
		Smaller reporting company	☑
		Emerging growth company	☑

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

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

The aggregate market value of common stock held by non-affiliates of the registrant at June 30, 2017 was $24,893,196 (computed by reference to the average bid and asked price on such date).

The number of shares of common stock, $0.001 par value, outstanding on April 2, 2018 was 253,275,066 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Specified portions of the registrant’s definitive proxy statement for the 2018 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days after the end of the year covered by this report, are incorporated by reference into Part III of this report.

TABLE OF CONTENTS

PART I
Item 1.	Business	3
Item 1A.	Risk Factors	11
Item 1B.	Unresolved Staff Comments	19
Item 2.	Properties	19
Item 3.	Legal Proceedings	20
Item 4.	Mine Safety Disclosures	20
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	21
Item 6.	Selected Financial Data	21
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 8.	Financial Statements and Supplemental Data	26
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	26
Item 9A.	Controls and Procedures	26
Item 9B.	Other Information	27
PART III.
Item 10.	Directors, Executive Officers and Corporate Governance	28
Item 11.	Executive Compensation	28
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	28
Item 13.	Certain Relationships and Related Transactions, and Director Independence	28
Item 14.	Principal Accounting Fees and Services	28
PART IV
Item 15.	Exhibits and Financial Statements Schedules	29
Item 16.	Form 10-K Summary	35
SIGNATURES		36

PART I

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements in this Annual Report on Form 10-K ("Report" or "10-K") that are not descriptions of historical facts are forward-looking statements that are based on management's current expectations and assumptions and are subject to risks and uncertainties. If such risks or uncertainties materialize or such assumptions prove incorrect, our business, operating results, financial condition and stock price could be materially negatively affected. In some cases, you can identify forward-looking statements by terminology including "anticipates," "believes," "can," "continue," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "should," "will," "would" or the negative of these terms or other comparable terminology. Factors that could cause actual results to differ materially from those currently anticipated include those set forth in the section titled "Risk Factors" including, without limitation, risks relating to:

• our need for substantial additional funds in order to continue our operations, and the uncertainty of whether we will be able to obtain the funding we need;

• our ability to retain or hire key management personnel;

• our ability to protect our intellectual property rights that are valuable to our business, including trademark and other intellectual property rights;

• dependence on third-party manufacturers, suppliers, distributors and other potential commercial partners;

• our ability to obtain favorable credit terms from material suppliers and other commercial partners;

• the size and growth of the potential markets for our products, and the rate and degree of market acceptance of any of our products;

• competition in our industry;

• regulatory developments in the United States and foreign countries;

• consumer perception of our products due to adverse scientific research or findings, regulatory investigations, litigation, national media attention and other publicity regarding nutritional supplements;

• potential slow or negative growth in the vitamin, mineral and supplement market;

• increases in the cost of borrowings or unavailability of additional debt or equity capital, or both;

• volatile conditions in the capital, credit and commodities markets and in the overall economy;

• dependency on retail stores for sales;

• the loss of significant customers;

• compliance with new and existing federal, state, local or foreign legislation or regulation, or adverse determination by regulators anywhere in the world (including the banning of products) and, in particular, Food and Drug Administration Good Manufacturing Practices ("cGMP"), Dietary Supplement Health and Education Act of 1994 ("DSHEA"), Food Safety Modernization Act ("FSMA") and California's Safe Drinking Water and Toxic Enforcement Act of 1986 ("Proposition 65") in the United States, the Natural Health Products Regulations in Canada, the Food Supplements Directive and Traditional Herbal Medicinal Products Directive (the "Herbal Products Directive") in Europe and greater enforcement by any such federal, state, local or foreign governmental entities;

• material product liability claims and product recalls;

• our inability to obtain or renew insurance, or to manage insurance costs;

• international market exposure and compliance with anti-corruption laws in the U.S. and foreign jurisdictions;

• difficulty entering new international markets;

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• legal proceedings initiated by regulators in the U.S. or abroad;

• unavailability of, or our inability to consummate, advantageous acquisitions in the future, or our inability to integrate acquisitions into our business;

• loss of certain third-party suppliers;

• the availability and pricing of raw materials;

• disruptions in manufacturing operations that produce nutritional supplements and loss of manufacturing certifications;

• increased competition and failure to compete effectively;

• our inability to respond to changing consumer preferences;

• interruption of business or negative impact on sales and earnings due to acts of God, acts of war, sabotage, terrorism, bio-terrorism, civil unrest or disruption of delivery service;

• work stoppages at our facilities;

• increased raw material, utility and fuel costs;

• fluctuations in foreign currencies, including, in particular, the Euro, the Canadian Dollar and the Chinese Renminbi;

• interruptions in information processing systems and management information technology, including system interruptions and security breaches;

• failure to maintain and/or upgrade our information technology systems;

• our exposure to, and the expense of defending and resolving, product liability claims, intellectual property claims and other litigation;

• failure to maintain effective controls over financial reporting;

• other factors disclosed in this Report; and

• other factors beyond our control.

We operate in a very competitive and rapidly changing environment and new risks emerge from time to time. As a result, it is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. The forward-looking statements included in this Report speak only as of the date hereof, and except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Report to conform these statements to actual results or to changes in our expectations.

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Item 1.          Business.

(All amounts presented in this Form 10-K are in thousands, except share, per share amounts, number of employees, and square feet of office space)

General Development of Business

Twinlab Consolidated Holdings, Inc. (references to “we”, “our”, “us”, the “company”, or “TCH”) was incorporated on October 24, 2013 under the laws of the State of Nevada.

In September 2014, TCH became a holding company with the completion of a Plan of Merger (“Merger”) between Twinlab Consolidation Corporation (“TCC”) and a subsidiary of TCH with TCC surviving the Merger as a wholly-owned subsidiary of TCH. Operational focus redirected to TCC, which through its operating subsidiaries developed, manufactured and marketed high-quality, science-based nutritional supplements, as well as to our consolidation strategy of additional acquisitions and integration of acquired companies, as more fully described below under "Business Strategy." As part of such strategy, following the Merger, we focused significantly on successfully obtaining funding for and completing two acquisitions for which TCC had acquired options prior to the Merger, and which in combination with the TCC operating businesses acquired in the Merger form the foundation for our consolidation and growth strategy. The first was the acquisition of the customer relationships of Nutricap Labs, LLC ("Nutricap"), a provider of dietary supplement contract manufacturing services, into our subsidiary NutraScience Labs, Inc. ("NutraScience") on February 6, 2015, and the second was completed on October 5, 2015 with the acquisition of 100% of the equity interests of Organic Holdings, LLC ("Organic Holdings"), a market leader in the healthy aging and beauty from within categories and owner of the award-winning Reserveage™ Nutrition brand.

TCC was incorporated on October 1, 2013 in the state of Delaware. TCC was formed to effect a consolidation strategy in the fragmented vitamin, mineral, herbal and other nutritional supplements sectors of the health and wellness industry (the "H&W Industry"). Since TCC's formation we have executed on this strategy in an effort to capitalize on the opportunity for consolidation that we believe exists in the H&W Industry.

In August 2014, TCC acquired Idea Sphere Inc., a Michigan corporation ("Idea Sphere"), and its subsidiaries. Also in August 2014, the name of Idea Sphere was changed to Twinlab Holdings, Inc. (“THI”), which is a holding company that owns and operates Twinlab Corporation, Inc., manufacturer and marketer of high-quality, science-based nutritional supplements under a number of brand names.

THI was incorporated on April 10, 2001. In November 2005, THI completed the acquisition of Metabolife International, Inc. and its subsidiary Alpine Health Products, LLC. Through this acquisition, THI expanded its presence in the diet and energy category. In September 2006, THI acquired the assets of Cole Water Company, LLC ("Cole Water"), which owned an aquifer with a recharging spring of naturally calcium-enriched water. This transaction included the acquisition of real property at 51 Strawtown Pike, Peru, Indiana that holds the natural aquifer as well as a bottling facility. Cole Water has marketed calcium-enriched water under a number of brand names. In December 2013, THI discontinued operations of its water products line.

In November 2013, THI acquired certain assets of PatentHealth LLC, primarily the Trigosamine® brand, out of receivership, expanding THI's brand footprint to include the fast growing joint support category in the mass market and drugstore channels. In February 2015, TCC’s NutraScience acquired the customer relationships of Nutricap, a provider of nutritional supplement contract manufacturing services. In October 2015, TCC acquired all of the membership units of Organic Holdings, which, through its subsidiaries, is engaged in the business of developing and selling premium nutritional supplements, including the award-winning Reserveage™ Nutrition brand. With this acquisition, we significantly expanded our brand portfolio through the addition of a market leader for resveratrol and collagen supplements in the expanding healthy aging and beauty from within categories.

We maintain our principal executive offices at 4800 T-Rex Avenue, Suite 305, Boca Raton, Florida. TCC's wholly owned subsidiaries are THI, NutraScience, NutraScience Labs IP Corporation, and Organic Holdings. THI's wholly owned subsidiaries are Twinlab Corporation (sometimes referred to herein as "Twinlab"), which manufactures and markets nutritional supplements under its own brands and for others, and ISI Brands, Inc. ("ISI"), which holds title to the intellectual property used in the manufacturing and marketing activities of Twinlab Corporation. Organic Holdings' wholly-owned operating subsidiaries are CocoaWell, LLC, Fembody, LLC, InnoVitamin Organics, LLC, Joie Essance, LLC, Organics Management LLC, Re-Body, LLC, Reserve Life Organics, LLC, ResVitale, LLC, Reserve Life Nutrition, L.L.C., and Innovita Specialty Distribution LLC.

For convenience in this report, the terms "Company," "we" and "us" may be used to refer to Twinlab Consolidated Holdings, Inc. and/or its subsidiaries, except where indicated otherwise, and the term "TCC" may be used to refer to Twinlab Consolidation Corporation and/or its subsidiaries.

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Business Overview

General

We are an integrated manufacturer, marketer, distributor and retailer of branded nutritional supplements and other natural products sold to and through domestic health and natural food stores, mass market retailers, specialty stores retailers, on-line retailers and websites. Internationally, we market and distribute branded nutritional supplements and other natural products to and through health and natural product distributors and retailers.

Our products include vitamins, minerals, specialty supplements and sports nutrition products sold under the Twinlab® brand name (including the Twinlab® Fuel brand of sports nutrition products); a market leader in the healthy aging and beauty from within categories sold under the Reserveage™ Nutrition and ResVitale® brand names; diet and energy products sold under the Metabolife® brand name; the Re-Body® brand name; and a full line of herbal teas sold under the Alvita® brand name. To accommodate consumer preferences, our products come in various formulations and delivery forms, including capsules, tablets, softgels, chewables, liquids, sprays and powders. These products are sold primarily through health and natural food stores and on-line retailers, supermarkets, and mass-market retailers.

We also perform contract manufacturing services for private label products.  Our contract manufacturing business involves the manufacture of custom products to the specifications of a customer who requires finished product under the customer’s own brand name.  We do not market these private label products as our business is to manufacture and sell the products to the customer, who then markets and sells the products to retailers or end consumers.

Business Strategy

We target consumers searching for high quality nutritional supplements and other natural products. We believe many of these consumers shop in sales channels that offer meaningful education, service and support to their customers.

The primary channel that offers this type of support to consumers in the United States has been the health and natural food channel ("HNF"). Our primary focus and strength has been and remains on this channel. This strategy has enabled us to benefit from the growth of the HNF channel. The HNF channel consists of approximately 35,500 retailers, including (i) independent health and natural food stores, (ii) health and natural food stores affiliated with local, regional and national health and natural food chains (including health and natural food store chains, such as Whole Foods Market, and vitamin store chains, such as The Vitamin Shoppe and Vitamin World) and (iii) GNC stores. The HNF channel principally caters to our primary target consumers: those who desire product education, service and high quality nutritional supplements and other natural products.

We develop, manufacture, market and distribute a majority of our branded products, particularly for the Twinlab®, Alvita® and Metabolife® brands. We market our branded products through a combination of our own sales force and independent brokers dedicated to the HNF channel. We continue to seek out partners that have strong customer relationships, reach into our target channels and have taken action to realign our independent broker network to gain share. The key to the strength of our brands and market position is innovation, as we seek to be a market leader in the development of new and innovative products. We believe that we benefit from greater customer and product diversification than many of our competitors due to our research and development, manufacturing and sales and marketing capabilities.

We also believe that consumers seeking high quality products are also purchasing them through other channels, such as health care practitioners and direct to consumer channels and we continue to seek opportunities to reach our target consumers through these and additional channels.

An integral part of our business strategy has been to acquire, integrate and operate businesses in the natural products industry that manufacture, market and distribute branded nutritional supplements. We believe that the consolidation and integration of these acquired businesses provides ongoing financial and operational synergies through increased scale and market penetration, as well as strengthened customer relationships. Our near-term focus is on harnessing the respective strengths of our existing businesses, while continuing to seek longer-term opportunities that will either strengthen our product offering, and/or expand our distribution and geographic reach.

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Industry

According to Nutrition Business Journal, the total retail natural products market (the "Natural Products Market") is highly fragmented and totaled approximately $194.0 billion in retail sales in 2016. The Natural Products Market is comprised of the following submarkets (with estimated 2016 sales indicated): (i) natural and organic personal care, $18.6 billion, (ii) natural and organic foods, $75.2 billion, (iii) functional foods, $59.1 billion and (iv) vitamins, minerals and supplements, $41.2 billion. Historically, our primary focus has been on vitamins, minerals and supplements (the "VMS Market"). Our business plan includes expansion into one or several of the other three channels of the Natural Products Market: natural and organic personal care, natural and organic foods, and functional foods.

The total retail VMS Market is highly fragmented with estimated sales of $41.2 billion in 2016, $38.8 billion in 2015 and $36.7 billion in 2014. We believe that the VMS Market reached its present size due to a number of factors, including (i) interest in healthier lifestyles, living longer and living well, (ii) the publication of research findings supporting the positive health effects of certain nutritional supplements and (iii) the aging of the "Baby Boom" generation combined with the tendency of consumers to purchase more nutritional supplements and natural foods as they age.

Products

We primarily manufacture and market nutritional supplements. Our products include vitamins, minerals, specialty supplements and sports nutrition products primarily under the Twinlab® (including the Twinlab® Fuel brand of sports nutrition products), Reserveage™ and ResVitale® brands. We also manufacture and sell diet and energy products under the Metabolife® and Re-Body® brands and a full line of herbal teas under the Alvita® brand. To accommodate consumer preferences, our products come in various formulations and delivery forms, including capsules, tablets, softgels, chewables, liquids, sprays, and powders.

We currently market our products through a multiple brand strategy to offer more customer choice and to encourage retailers to allocate additional shelf space to our brands. We have worked to enhance the strength of our brands by instituting business strategies that have included (i) consolidating our product assortment to focus on top selling, profitable products, (ii) engaging independent brokers to support sales across the US, (iii) creating performance and growth-based incentives for sales representatives, (iv) conducting cost savings initiatives to identify opportunities for improved margin, (v) reviewing competitive product pricing to make recommendations for market pricing alignment and (vi) completing product certifications to increase our competitive position. We believe our current portfolio of products resonates well with target consumers and retailers, and provides us with significant competitive differentiation.

Sales, Marketing and Promotion

Our marketing and sales efforts are directed to promote demand for our products by educating retailers, who in turn educate their customers, on the quality and attributes of our natural nutritional supplements and other products. Our branded products are sold globally and our primary market is the United States where our key sales channel is HNF. We believe that our products are attractive to HNF retailers due to factors such as the strength of our brand names, the breadth of our product offerings, the quality and efficacy of our products and the availability of service, sales support and educational materials. We have developed numerous Internet sites (including www.alvita.com, www.metabolife.com, www.reserveage.com, www.resvitale.com, and www.twinlab.com) that provide information about our branded lines and the various products within each brand. We have included our Internet sites here and elsewhere only as an inactive textual reference. The information contained on the Internet site is not incorporated by reference into this Report.

Sales

We employ a sales force dedicated to each of the individual channels in which we sell our products. The dynamics and buying patterns of the various channels require strategic initiatives and tactics. Our sales strategy includes several models that are applied to best serve the respective channels where our products are sold:

(i) Direct sales representatives regularly visit each assigned customer in their respective areas to assist in the procurement of orders for products, provide related product sales assistance and introduce new products to buyers.

(ii) In addition to our field representatives, we dedicate a skilled sales force that maintains communication with customers based on their purchasing history.

(iii) We also engage an independent broker network, where we leverage their particular expertise and relationships with customers.

(iv) Additionally, our products are sold through the sales force of distributors who carry select product lines.

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Marketing and Promotion

TCC markets to consumers shopping through numerous retail channels and online e-tailers. Each channel demands a different approach that meets its distinctive needs. The following is a brief overview of the channels in which we market our varied brands:

Sales Channel	Specifics
Health and Natural Foods (“HNF”)	Retailers who specialize in supplements (i.e., The Vitamin Shoppe, Vitamin World and GNC) and retailers ranging from Whole Foods to small health food stores and their associated online platforms
Performance	Retailers and e-tailers that focus on sports nutrition (i.e., Max Muscle Sports Nutrition and Bodybuilding.com)
Food, Drug and Mass Market (“FDM”)	Retailers ranging from national and regional grocery to ‘big box’ stores (such as Target) and their associated online platforms
Direct to Consumer (“DTC”)	Television (QVC) and internet
International	Distributors found in the countries in which we currently do business
Internet	Online e-tailers ranging from Amazon to Vitacost, whose primary store is digital

Marketing Efforts by Brand

Reserveage™ Nutrition

Reserveage™ Nutrition uses consistent messaging to emphasize our use of premium and traceable ingredients that are backed by published clinical studies. The brand takes a 360 degree marketing approach to drive sales to our retail partners. The focus is to grow brand awareness and increase sales directed at both the retail community and our end consumers.

Marketing strategies for Reserveage™ Nutrition include two main initiatives: 1) introduce new users to our core categories – anti-aging and beauty from within – through innovation, product trial, advertising and promotional programs and 2) increase in-store education through dedicated brand ambassadors in strategic markets.

Marketing and promotional efforts for Reserveage™ Nutrition focus on both trade and consumer tactics:

Public Relations/Bloggers – Outreach to media and blogger influencers has resulted in features and reviews in online and print media channels. This channel is especially important in our beauty from within line of products, where online influencers can both positively or negatively affect the success of a product.

Sampling – Many products are immediately experiential either because of their taste or effect. We use samples and retail demo programs to allow for trial and education of our products. These are generally conducted in-store using our own brand ambassadors or third party representatives.

Retail Activation – Utilizing on-shelf promotional tactics, including coupons and associate engagement tools, to generate awareness and differentiate our brand.

Consumer and Trade Print Ads – Print advertising is coordinated with product introductions.

Digital/Social Activation - Target and retarget prospective consumers through search engine optimization, search engine marketing, and social media campaigns.

Re-Body®

Re-Body® products are science-backed dietary supplements and foods that help consumers achieve their weight-loss goals and maintain a healthy weight. The Re-Body® brand is primarily sold through the direct to consumer channel and QVC, a home shopping network.

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ResVitale®

The ResVitale® brand of dietary supplements is marketed and sold exclusively to GNC. Marketing strategies for the ResVitale® brand include two main initiatives: 1) introduce new users to our core categories – anti-aging and beauty from within – through awareness campaigns and product trial and 2) increase in-store education through brand ambassadors in strategic markets.

Twinlab® Brand Vitamins

Twinlab® is a heritage brand of vitamins that has been in the market for nearly 50 years and carries a great deal of brand awareness amongst health and natural food consumers. Since Twinlab® is a distributed brand (shipping to certain major retailers, but also to nationwide distributors who resell to smaller retailers), we deliver training to distributor sales teams and participate in distributor and retailer shows designed to reach retailers and store managers.

Marketing strategies for Twinlab® include two main initiatives: 1) awareness and trial of key existing products and 2) awareness, trial and education for new products.

Marketing and promotional efforts for Twinlab® focus on both trade and consumer tactics:

Public Relations and Bloggers – Outreach to media and blogger influencers has resulted in features and reviews in online and print media channels.

Retailer Promotions – In-store promotional programs can drive consumer awareness when they are making purchase decisions. Manufacturer charge-backs, which deduct the cost of these programs from retailer product purchases, are created for retailers to support product features and promotions throughout the year. These programs are designed to incentivize the retailer to display products in secondary placement (multiple store locations) and often provide a discount to create excitement and deliver incremental savings in order to drive consumer purchases.

Coupons – Coupons are incorporated into different communication vehicles when appropriate to drive product trial use and create excitement.

Consumer and Trade Print Ads – Print advertising is coordinated with product introductions.

Trade Shows – Retailer relations and new product launches are the main areas of focus during trade shows. Display and promotion of products at several industry trade shows annually is a key component of support for Twinlab®.

Twinlab® Fuel

Marketing and promotional efforts for Twinlab® Fuel focus on consumer tactics:

Promotions - Promotional activity, including branded gear, helps keep consumers interested in the brand dynamic.

International Marketing - Internationally, we partner with our top distributors who follow a similar strategy at a local level, helping to create awareness, interest and drive sales. 

Social Media - Instagram and Facebook are mainstays for our digital strategy, with exploration into new “Live” video options offered by each platform, allowing us to deepen our connection with our consumers. 

Alvita® Teas

Started in 1922, Alvita® Teas is an herbal therapeutic tea line with a rich history and loyal customer base. The herb alfalfa, long known for its beneficial nutrients, was packaged in tea bags and sold to an emerging health food market. This product became known as Alvita®. Over 90 years later, Alvita® has become the oldest herbal tea brand. Today, Alvita® has more than 40 single ingredient high potency teas, each with distinct health benefits. Each tea is committed to third party certifications and offers the purity standards of Organic, Gluten-free, non-GMO, caffeine free and Kosher certifications.

Marketing tactics for Alvita® include retailer promotions, coupons and trade show participation.

NutraScience Labs, Inc.

NutraScience Labs helps dietary supplement companies bring high-quality formulations to the market by delivering best-in-class, turnkey manufacturing, packaging design, and fulfillment services “under one roof”. Marketing activities for NutraScience Labs focuses on acquiring new customers through digital marketing and trade media.

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Research and Development; Quality Control

We have a commitment to research and development (“R&D”) and to introducing innovative products to correspond with consumer trends and scientific research. We believe that product quality and innovation are fundamental to our long-term growth and success. Through our R&D efforts, we seek to (i) test the safety, purity and potency of products, (ii) develop testing methods for ensuring and verifying the consistency of the dosage of ingredients included in our products, (iii) develop new, more effective product delivery forms and (iv) develop new products either by combining existing ingredients used in nutritional supplements or identifying new ingredients that can be used in nutritional supplements. Our efforts are designed to lead not only to the development of new and improved products, but also to ensure effective manufacturing quality control measures.

We conduct R&D in our own facilities and also work with outside firms to perform testing and other aspects of R&D. We currently employ various professionals in R&D and quality control with expertise in, among other things, chemistry, microbiology and engineering. In addition, we retain the services of outside laboratories to validate our product standards and manufacturing protocols.

We spent approximately $1,377 and $1,266 for R&D for the fiscal years ended December 31, 2017 and 2016, respectively. The key to our strategy is innovation and we intend to continue to allocate the appropriate resources to ensure our products remain top of choice with consumers, retailers, and our strategic partners.

Our quality control and safety programs seek to ensure the safety and superior quality of our products and that they are manufactured in accordance with current Good Manufacturing Practices (“cGMPs”). We have always had a focus on safety, quality, efficacy and compliance with law. Our processing methods are monitored closely to ensure that only quality ingredients are used and to ensure product purity.

Significant Customers

Sales to our top three customers aggregated to approximately 30% and 27% of total consolidated sales in 2017 and 2016, respectively. Sales to one of those customers were approximately 12% of total sales in 2017 and 2016. Accounts receivable from these customers were approximately 36% and 29% of total accounts receivable as of December 31, 2017 and 2016, respectively. Our strategy remains to diversify our offerings and channels so as to lessen dependence upon any one customer or customers.

Manufacturing

We currently manufacture domestically in Utah, at which a significant majority of our Twinlab® and Alvita® branded products are manufactured, and also have certain of our products manufactured by highly qualified third-party providers located primarily in the U.S. and Canada. We have industry-standard manufacturing and production equipment in our 170,000 square foot facility in American Fork, Utah.

Our manufacturing process generally consists of the following operations: (i) sourcing ingredients for products, (ii) warehousing raw ingredients, (iii) measuring ingredients for inclusion in products, (iv) blending, grinding, and chilsonating ingredients into a mixture with a homogeneous consistency and (v) encapsulating, tableting, pouring, pouching, bagging or boxing the blended mixture into the appropriate dosage form using either automatic or semiautomatic equipment. The next step, bottling and packaging, involves placing the product in packaging with appropriate tamper-evident features and sending the packaged product to a distribution point for delivery to retailers. We place special emphasis on quality control, including raw material verification, homogeneity testing, weight deviation measurements and quality sampling. See "Research and Development; Quality Control."

Some of our products are made by contract manufacturers geographically spread across the country. These contract manufacturers include softgel manufacturers, liquid manufacturers and other specialty manufacturers as and when needed. These contract manufacturers do business with us under both short and long term contracts depending on our needs. We do not manufacture any of the basic materials used in packaging (bottles, boxes, shipping cartons, caps, tamper resistant films, etc.). We believe that increasing manufacturing capabilities through our contract manufacturer partners, provides us with competitive advantages.

In 2018, we will transition out of the Utha facility and leverage the supply chain of the company’s successful subsidiary, NutraScience Labs. This will allow us to utilize exclusive technologies and processes that will contribute to product innovation, while still providing the high quality products our customers know us for.

Materials and Suppliers

We employ a supply chain staff that works with marketing, product development, formulations and quality control personnel to source raw materials for products as well as other items purchased by us. Raw materials are sourced by a variety of domestically and internationally approved suppliers principally from the United States, Europe and China. We believe our relationships with our principal suppliers, such as Bactolac Pharmaceutical, Inc. and Rasi Laboratories, Inc., are good. These major vendors accounted for 16% and 14% of purchases for the year ended December 31, 2017, respectively. We have adopted dual sourcing for raw materials where available to mitigate the impact of raw materials shortages that happen from time to time.

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Government Regulation

The formulation, manufacturing, packaging, labeling, advertising, distribution and sale of our products are subject to regulation by a number of federal agencies, including the Food and Drug Administration ("FDA"), the Federal Trade Commission ("FTC"), the Consumer Product Safety Commission ("CPSC"), the United States Department of Agriculture (“USDA”), Department of Labor Occupational Safety and Health Agency (“OSHA”), Department of Homeland Security Customs and Boarder Protection (“CBP”), Department of Transportation (“DOT”), and the Environmental Protection Agency (“EPA”), by various governmental agencies for the states and localities in which our products are sold, and by governmental agencies in countries outside the United States in which our products are sold.

The FDA regulates the formulation, manufacturing, packaging, labeling, distribution and sale of food, including dietary supplements, cosmetics, and over-the-counter ("OTC") drugs. The FTC regulates the advertising of these products. Federal agencies, primarily the FDA and the FTC, have a variety of procedures and enforcement remedies available to them, including initiating investigations, issuing warning letters and cease-and-desist orders, requiring corrective labeling or advertising, requiring consumer redress, seeking injunctive relief or product seizures, imposing civil penalties or commencing criminal prosecution. In addition, certain state agencies have similar authority.

The Dietary Supplement Health and Education Act (“DSHEA”) was enacted in 1994, amending the Federal Food, Drug, and Cosmetic Act (“FDCA”). Dietary ingredients marketed in the United States before October 15, 1994 may be marketed without the submission of a "new dietary ingredient" premarket notification to the FDA. New dietary ingredients, with exception, not marketed in the United States before October 15, 1994, are required to be submitted to the FDA at least seventy-five days before marketing. Among other things, DSHEA prevents the FDA from regulating dietary ingredients in dietary supplements as "food additives" and allows the use of statements of structure function claims on product labels and in labeling, so long as those statements do not constitute disease claims and are truthful and sufficiently substantiated. Some of our products are also regulated as conventional foods under the Nutrition Labeling and Education Act of 1990 (“NLEA”).

The FDA issued a Final Rule on GMPs (Good Manufacturing Practices) for dietary supplements in June 2007. The GMPs cover manufacturers, packagers, labelers, distributors, and holders of finished dietary supplement products, including dietary supplement products manufactured outside the United States that are imported for sale into the United States. Among other things, these GMPs require identity testing on all incoming dietary ingredients, call for a "scientifically valid system" for ensuring finished products meet all specifications, include requirements related to process controls such as statistical sampling of finished batches for testing and requirements for written procedures and require extensive recordkeeping.

The Dietary Supplement and Nonprescription Drug Consumer Protection Act went into effect in December 2007. The law requires, among other things, that companies that manufacture or distribute nonprescription drugs or dietary supplements report serious adverse events allegedly associated with their products to the FDA and institute recordkeeping requirements for all adverse events (serious and non-serious).

The Consumer Product Safety Improvement Act of 2008 ("CPSIA") primarily addresses children's product safety but also improves the administrative process of the CPSC. Among other things, the CPSC/CPSIA impact on dietary supplements is principally in requirements for use of child resistant closures, performance validation of such closures, and requirements for packaging and labeling of iron-containing products. The CPSIA also requires testing and certification of certain products and enhances the CPSC's authority to order recalls.

The FDA Food Safety Modernization Act ("FSMA"), enacted in January 2011, amended the FDCA to significantly enhance the FDA's authority over various aspects of food regulation. The FSMA granted the FDA mandatory recall authority when the FDA determines there is a reasonable probability that a food is adulterated or misbranded and that the use of, or exposure to, the food will cause serious adverse health consequences or death to humans or animals. Other changes include, but are not limited to, the FDA's expanded access to records; the authority to suspend food facility registrations and require high risk imported food to be accompanied by a certification; stronger authority to administratively detain food; the authority to refuse admission of an imported food if it is from a foreign establishment to which a U.S. inspector is refused entry for an inspection; and the requirement that importers verify that the foods they import meet domestic standards.

Although dietary supplement facilities are exempt from preventive controls requirements, dietary ingredient facilities might not qualify for the exemption. FDA's proposed preventative controls regulations would require that facilities develop and implement preventive controls to assure that identified hazards are significantly minimized or prevented, monitor the effectiveness of the preventive controls, and maintain numerous records related to those controls.

California Proposition 65 (“Prop 65”) is particularly impactful and imposing among state regulations. Its impact on product formulations, testing, and labeling are extensive and significant. Because of national brand distribution, the impact of Prop 65 is far reaching. TCC has several Prop 65 consent agreements which afford compliance protections.

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The sale of our products in countries outside the United States is regulated by the governments of those countries. Our plans to commence or expand sales in those countries may be prevented or delayed or even suspended by such regulations or regulators in those countries. In countries in which we have distributors, compliance with such regulations is generally undertaken by our distributors, but even in these cases we often cooperate by providing information to distributors. In the case of Canada, TCC complies with Health Canada’s Natural Health Products Directorate (“NHPD”) with “site licensing” of the TCC manufacturing plant and registration of products.

Competition

Health and Natural Foods

The Natural Products Market and the VMS Market are highly competitive. Our principal competitors in the VMS market that sell to the health and natural foods channel include a number of large, nationally-known brands (such as Bluebonnet, Country Life, Enzymatic Therapy, Garden of Life, Jarrow Formulas, Natural Factors, Nature's Plus, Nature's Way, Nordic Naturals, Now Foods, New Chapter and Solgar) and many smaller brands, manufacturers and distributors of nutritional supplements. Because both the health and natural foods market and the VMS Market generally have low barriers to entry, additional competitors enter the market regularly.

Private label products of our customers also provide competition to our products. Whole Foods Market, The Vitamin Shoppe, Sprouts Farmers Market, Natural Grocers and many health and natural food stores also sell a portion of their offerings under their own private labels. Private label products are often sold at a discount to branded products.

We believe that stores in the HNF channel are increasingly likely to align themselves with those companies that offer a wide variety of high-quality products, have a loyal consumer base, support their brands with strong marketing and education programs and provide consistently high levels of customer service. We believe that we compete favorably with other nutritional supplement companies because of our comprehensive line of products and brands, premium brand names, commitment to quality, ability to rapidly introduce innovative products, competitive pricing, strong and effective sales force, distribution strategy and sophisticated marketing and promotional support. The wide variety and diversity of the forms, potencies and categories of our products are important points of differentiation between us and many of our competitors.

Mass Market

Metabolife® is our primary focus in the Mass Market retail channel. It is possible that as an increasing numbers of companies (or brands) sell nutritional supplement products and other natural products in the mass market channels, such as Pharmavite (Nature Made), KKR & Co. L.P. (Nature's Bounty), Reckitt Benckiser Group (Schiff), Hain Celestial and Church & Dwight, our mass market brands will be negatively impacted. In addition, several major pharmaceutical companies continue to offer nutritional supplement lines in the mass market channel, including Pfizer (Centrum) and Bayer (One-A-Day).

Performance

The performance channel is primarily made up of independent retailers that focus their product mix on performance products, as well as gyms, health clubs and other health and fitness locations that house small stores to cater to the needs of their clients. There is also a small vibrant market serviced by bicycle shops and other specialty sports equipment retailers, and even larger sporting goods stores, like Dick’s Sporting Goods, which are testing sports nutrition sets in their stores. The retail performance channel is supplied by a specialty distributor that focuses exclusively on this channel (Europa Sports Nutrition). In recent years the performance channel has become dominated by several online retailers (www.allstarhealth.com, www.bodybuilding.com, www.dpsnutrition.com, www.muscleandstrength.com, www.netrition.com, and www.supplementwarehouse.com) that have the advantage of broad selection and aggressive pricing.

Competition in this channel is intense. The character of the target customer makes the barriers to entry in sports nutrition extremely low as consumers look for the next great product that will help them optimize their workout. As a result, competition includes the somewhat large stable core brands (BSN, CytoSport, Five Star, Met-Rx, MHP, MRI, MusclePharm, Optimum Nutrition, Twinlab®, VPX, etc.) as well as a secondary level of innovative, small companies with niche products focused on this specific targeted customer.

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Intellectual Property

We own numerous trademarks that have been registered with the United States Patent and Trademark Office and have filed applications to register additional trademarks. In addition, we claim domestic trademark and service mark rights in numerous additional marks that we use. We own a number of trademark registrations in countries outside the United States. Federally registered trademarks in the United States have a perpetual life, as long as they are maintained and renewed on a timely basis and used properly as trademarks, subject to the rights of third parties to seek cancellation of the trademarks if they claim priority or confusion of usage. Most foreign trademark offices use similar trademark renewal processes. Additionally, we hold several patents that have been registered with the United States Patent and Trademark Office and may file additional applications. We regard our trademarks, patents and other proprietary rights as valuable assets and believe they make a significant positive contribution to the marketing of our products.

We protect our legal rights concerning our intellectual property by appropriate legal action. We rely on common law trademark rights to protect our unregistered trademarks. Common law trademark rights do not provide us with the same level of protection as afforded by a United States federal registration of a trademark. In addition, common law trademark rights are limited to the geographic area in which the trademark is actually used. We have registered and intend to register certain trademarks in certain limited jurisdictions outside the United States where our products are sold, but we may not register all or even some of our trademarks in every country in which we conduct business or intend to conduct business.

We sell a number of products that include patented ingredients. We purchase these ingredients from parties that we believe have the right to manufacture and sell those ingredients to us. However, there are a large number of patents that have been granted or applied for in the dietary supplement industry, and there may be an increased possibility that third parties will seek to compel us and our competitors to purchase their patented ingredients or file infringement actions. The cost of these patented ingredients is typically higher than the cost of non-patented ingredients.

Employees

As of April 2, 2018, we had 195 full-time employees and 2 part-time employees. None of our employees is represented by a labor union or covered by a collective bargaining agreement. We consider our relationship with our employees to be good.

Item 1A. Risk Factors

Our business, financial condition, results of operations, cash flows, prospects, and the prevailing market price and performance of our common stock may be adversely affected by a number of factors, including the matters discussed below. Certain statements and information set forth in this Annual Report on Form 10-K, including without limitation statements regarding our strategic initiatives and expectations for the future performance of our business, as well as other written or oral statements made from time to time by us, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact, including statements that describe our objectives, plans, or goals, are, or may be deemed to be, forward-looking statements. Known and unknown risks, uncertainties, and other factors may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by these statements. The risks, uncertainties, and other factors that our stockholders and prospective investors should consider include the following:

Regulatory, Product Liability and Insurance Risks

Our products are subject to government regulation, both in the United States and abroad, which could increase our costs significantly and limit or prevent the sale of our products.

The manufacture, packaging, labeling, advertising, promotion, distribution and sale of our products are subject to regulation by numerous national and local governmental agencies in the United States and other countries. The primary regulatory bodies in the United States are the FDA and FTC, and we are also subject to similar regulatory bodies in all the countries in which we do business. Failure to comply with regulatory requirements may result in various types of penalties or fines. These include injunctions, product withdrawals, recalls, product seizures, fines and criminal prosecutions. Individual U.S. states also regulate nutritional supplements. A state may seek to interpret claims or products presumptively valid under federal law as illegal under that state's regulations. For example, in February 2015, the New York Attorney General issued cease and desist letters to several national retailers regarding certain herbal supplements and since that time both the New York Attorney General and other states Attorneys General have engaged in inquiries regarding the manufacture and sale of various supplements, and pursuant to such inquiries could seek to take actions against industry participants or amend applicable regulations in their State. In markets outside the United States, we are usually required to obtain approvals, licenses, or certifications from a country's ministry of health or comparable agency, as well as labeling and packaging regulations, all of which vary from country to country. Approvals or licensing may be conditioned on reformulation of products or may be unavailable with respect to certain products or product ingredients. Any of these government agencies, as well as legislative bodies, can change existing regulations, or impose new ones, or could take aggressive measures, causing or contributing to a variety of negative consequences, including:

• requirements for the reformulation of certain or all products to meet new standards,

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• the recall or discontinuance of certain or all products,

• additional record keeping,

• expanded documentation of the properties of certain or all products,

• expanded or different labeling,

• adverse event tracking and reporting, and

• additional scientific substantiation.

Any or all of these requirements could have a material adverse effect on us. There can be no assurance that the regulatory environment in which we operate will not change or that such regulatory environment, or any specific action taken against us, will not result in a material adverse effect on us.

If we experience regulatory investigations or product recalls, we may incur significant and unexpected costs, and our business reputation could be adversely affected.

We may be exposed to regulatory investigations or product recalls and adverse public relations if our products are alleged to cause injury or illness, or if we are alleged to have violated governmental regulations. A regulatory investigation or product recall could result in substantial and unexpected expenditures, which would reduce operating profit and cash flow. In addition, a regulatory investigation or product recall may require significant management attention. Regulatory investigations and product recalls may hurt the value of our brands and lead to decreased demand for our products. Regulatory investigations or product recalls also may lead to increased scrutiny by federal, state or international regulatory agencies of our operations and increased litigation and could have a material adverse effect on our business, results of operations, financial condition and cash flows. Regulatory investigations or product recalls could also result in our incurring substantial costs, losing revenues and implementing a change in the design, manufacturing process or the indications for which our products may be used, each of which could harm our business.

We may experience product liability claims and litigation to prosecute such claims, and although we maintain product liability insurance, which we believe to be adequate for our needs, there can be no assurance that our insurance coverage will be adequate or that we will be able to obtain adequate insurance coverage in the future. In addition, we may be subject to consumer fraud claims, including consumer class action claims regarding product labeling and advertising, and litigation to prosecute such claims; these claims are generally not covered by insurance.

As a manufacturer and a distributor of products for human consumption, we experience from time to time product liability claims and litigation to prosecute such claims. Additionally, the manufacture and sale of these products involves the risk of injury to consumers as a result of tampering by unauthorized third parties or product contamination. We carry insurance coverage in the types and amounts that we consider reasonably adequate to cover the risks we face from product liability claims. If insurance coverage is inadequate or unavailable or premium costs continue to rise, we may face additional claims not covered by insurance, and claims that exceed coverage limits or that are not covered could have a material adverse effect on us. Moreover, liability claims arising from a serious adverse event may in addition to increasing our costs through higher insurance premiums and deductibles, may make it more difficult to secure adequate insurance coverage in the future. In addition, consumer fraud claims, including consumer class action claims regarding product labeling and advertising, are increasingly common as to food and dietary supplement products. Because insurance is generally hard to obtain for such claims, these could have a material adverse effect on us. A product liability claim, regardless of its merit or ultimate outcome, could result in:

• injury to our reputation,

• decreased demand for our products,

• diversion of management’s attention,

• a change in the design, manufacturing process or the indications for which our marketed products may be used,

• loss of revenue, and

• an inability to commercialize product candidates.

We may be required to indemnify our contract manufacturing customers, the payment of which could have a material adverse effect on our business, financial condition and operating results.

We provide certain rights of indemnification to our contract manufacturing customers. In the past we have had a claim tendered to us to defend approximately forty putative class actions alleging primarily that two products failed to contain sufficient active ingredients to meet label claims. We accepted such tender subject to a reservation of various rights and vigorously defend these cases.  The matter culminated in a confidential settlement with the plaintiffs, which did not have a material adverse effect on our financial condition/results of operations or cash flows or liquidity at that time; however, any litigation involves risk and is inherently unpredictable. If any plaintiff is successful in certifying a class and thereafter prevailing on the merits of their complaint, such an adverse result could have a material adverse effect on us. In addition, due to the nature and scope of the indemnity and defense we will likely need to provide, the legal fees associated with such indemnification could be significant enough to have a material adverse effect on our cash flows until such matters are fully and finally resolved.

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We may experience Lanham Act claims by competitors, and litigation to prosecute such claims.

The Lanham Act empowers competitors to file suit regarding any promotional statements that the competitor believes to be false or misleading. If a competitor prevails, it could obtain monetary damages (including potentially treble damages and attorneys' fees). A court can also order corrective advertising, or even a product recall if the offending claims are found on the product's packaging and labeling. If we experience a Lanham Act claim filed against us, this could have a material adverse effect on us and on our products' reputation.

Market and Channel Risks

Our success is linked to the size and growth rate of the vitamin, mineral and supplement market and an adverse change in the size or growth rate of that market could have a material adverse effect on us.

An adverse change in size or growth rate of the vitamin, mineral and supplement market could have a material adverse effect on us. Underlying market conditions are subject to change based on economic conditions, consumer preferences and other factors that are beyond our control, including media attention and scientific research, which may be positive or negative.

Because a substantial portion of our sales are to or through health food stores, we are dependent to a large degree upon the success of this channel as well as the success of specific retailers in the channel.

We sell primarily in the United States and, in this market, a significant portion of our sales are through health food stores. Because of this, we are dependent to a large degree upon the success of that channel as well as the success of specific retailers in the channel. There are some large chains of health food stores, such as Whole Foods Market and The Vitamin Shoppe, but many health food stores are individual stores or very small chains. We rely on these health food stores to purchase, market, and sell our products. A fair portion of our success is dependent, to a large degree, on the growth and success of the health and natural foods channel, which is outside our control. There can be no assurance that the health and natural foods channel will be able to grow or prosper as it faces price and service pressure from other channels, including the mass market. There can be no assurance that retailers in the health and natural foods channel, in the aggregate, will respond or continue to respond to our stated loyalty to this channel.

We are highly dependent upon consumers' perception of the safety and quality of our products as well as similar products distributed by other companies in our industry, and adverse publicity and negative public perception regarding particular ingredients or products or our industry in general could limit our ability to increase revenue and grow our business.

Decisions about purchasing made by consumers of our products may be affected by adverse publicity or negative public perception regarding particular ingredients or products or our industry in general. This negative public perception may include publicity regarding the legality or quality of particular ingredients or products in general or of other companies or our products or ingredients specifically. Negative public perception may also arise from regulatory investigations, regardless of whether those investigations involve us. We are highly dependent upon consumers' perception of the safety and quality of our products as well as similar products distributed by other companies. Thus, the mere publication of reports asserting that such products may be harmful could have a material adverse effect on us, regardless of whether these reports are scientifically supported. Publicity related to nutritional supplements may also result in increased regulatory scrutiny of our industry and/or the healthy foods industry. Adverse publicity may have a material adverse effect on our business, financial condition and results of operations. There can be no assurance of future favorable scientific results and media attention or of the absence of unfavorable or inconsistent findings.

We face intense competition from competitors that are larger, more established and that possess greater resources than we do, and if we are unable to compete effectively, we may be unable to maintain sufficient market share to sustain profitability.

Numerous manufacturers and retailers compete actively for consumers. There can be no assurance that we will be able to compete in this intensely competitive environment. In addition, nutritional supplements can be purchased in a wide variety of channels of distribution. These channels include mass market retail stores and the Internet. Because these markets generally have low barriers to entry, additional competitors could enter the market at any time. Private label products of our customers also provide competition to our products. Additional national or international companies may seek in the future to enter or to increase their presence in the healthy foods industry or the vitamin, mineral and supplement market. Increased competition in either or both could have a material adverse effect on us. 

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The nutritional supplement industry increasingly relies on intellectual property rights and although we seek to ensure that we do not infringe the intellectual property rights of others, there can be no assurance that third parties will not assert intellectual property infringement claims against us, which claims may result in substantial costs and diversion of management and other resources and could have a material adverse effect on our business, financial condition and operating results. Our inability to acquire, protect or maintain our intellectual property could harm our ability to compete or grow.

Recently it has become more and more common for suppliers and competitors to apply for patents or develop proprietary technologies and processes. We seek to ensure that we do not infringe the intellectual property rights of others, but there can be no assurance that third parties will not assert intellectual property infringement claims against us. These developments could prevent us from offering or supplying competitive products or ingredients in the marketplace. They could also result in litigation or threatened litigation against us related to alleged or actual infringement of third-party rights. If an infringement claim is asserted or litigation is pursued, we may be required to obtain a license of rights, pay royalties on a retrospective or prospective basis or terminate our manufacturing and marketing of our products that are alleged to have infringed. Litigation with respect to such matters could result in substantial costs and diversion of management and other resources and could have a material adverse effect on our business, financial condition and results of operations. We have numerous United States and foreign trademarks and service marks. There can be no assurance that the protection afforded by these trademarks and service marks will provide us with a competitive advantage or that we will be able to assert our intellectual property rights in infringement actions.

We may be affected adversely by increased utility and fuel costs.

Increasing fuel costs may affect our results of operations adversely in that consumer traffic to health and natural food stores may be reduced and the costs of our sales may increase as we incur fuel costs in connection with our manufacturing operations and the transportation of goods from our warehouse and distribution facilities to health and natural food stores. Also, high oil costs can affect the cost of our raw materials and components and the competitive environment in which we operate may limit our ability to recover higher costs resulting from rising fuel prices.

Adverse economic conditions may harm our business.

Inflation or other changes in economic conditions that affect demand for nutritional supplements could adversely affect our revenue. Uncertainty about current global economic conditions poses a risk as consumers and businesses may postpone spending in response to tighter credit markets, negative financial news and/or declines in income or asset values, each of which could have a material negative effect on the demand for our products. Other factors that could influence demand include conditions in the residential real estate and mortgage markets, labor and healthcare costs, access to credit, consumer confidence and other macroeconomic factors affecting consumer spending behavior. These and other economic factors could have a material adverse effect on demand for our products and on our financial condition and results of operations.

Business Strategy and Operational Risks

If we are unable to retain key personnel, our ability to manage our business effectively and continue our growth could be negatively impacted.

Key management employees of the company and its subsidiaries include Naomi L. Whittel as the Chief Executive Officer, Alan S. Gever, Chief Financial Officer and Chief Operating Officer, Brent Baker, President of Sports Nutrition, Jerry Seidl, Executive Vice President of Sales and Marketing, and Gregory T. Grochoski as Executive Vice President and Chief Science Officer. These key management employees are primarily responsible for our day-to-day operations, and we believe our success depends in part on our ability to retain them and to continue to attract additional qualified individuals to our management team. The loss or limitation of the services of any of our key management employees or the inability to attract additional qualified management personnel could have a material adverse effect on our business, financial condition and results of operations.

As a part of our business strategy, we have made and may make acquisitions in the future that could disrupt our operations and harm our operating results.

An element of our strategy includes expanding our product offerings, gaining shelf-space and gaining access to new skills and other resources through strategic acquisitions when attractive opportunities arise. Acquiring additional businesses and the implementation of other elements of our business strategy are subject to various risks and uncertainties. Some of these factors are within our control and some are outside our control. These risks and uncertainties include, but are not limited to, the following:

• any acquisition may result in significant expenditures of cash, stock and/or management resources,

• acquired businesses may not perform in accordance with expectations,

• we may encounter difficulties, delays and costs with the integration of the acquired businesses,

• we may be unable to achieve the anticipated operating and cost synergies or long-term strategic benefits we expect,

• management's attention may be diverted from other aspects of our business,

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• we may face unexpected problems entering geographic and product markets in which we have limited or no direct prior experience,

• we may lose key employees of acquired or existing businesses,

• we may incur liabilities and claims arising out of acquired businesses,

• we may be unable to obtain financing,

• we may incur indebtedness or issue additional capital stock which could be dilutive to holders of our common stock, and

• we may acquire a substantial amount of goodwill and other intangible assets as a result of acquisitions and as a result we may experience in the future impairments of goodwill or other intangible assets.

There can be no assurance that attractive acquisition opportunities will be available to us, that we will be able to obtain financing (on acceptable terms or at all) for or otherwise consummate any future acquisitions, including those described below, or that any acquisitions which are consummated will prove to be successful. There can be no assurance that we can successfully execute all aspects of our business strategy.

Because we depend on outside suppliers with whom we may not have long-term agreements for raw materials, we may be unable to obtain adequate supplies of raw materials for our products at favorable prices or at all, which could result in product shortages and back orders for our products, with a resulting loss of net sales and profitability.

We acquire all of our raw materials for the manufacture of our products from third-party suppliers. Currently, we rely on third-party co-packers for some of our products, and expect to increase our reliance on them as we wind down our Utah manufacturing facility this year. We have selective agreements for the continued supply of materials and products. We have selective agreements for the continued supply of these materials and products. A number of our products contain one or more ingredients that may only be available from a single source or supplier. Any of our suppliers could discontinue selling to us at any time. In certain situations, we may be required to alter our products or substitute different materials from different alternative sources. Our suppliers or government regulators may interpret new regulations (including cGMP regulations) in such a way as to cause a disruption in our supply chain as these parties undertake increased scrutiny of raw materials and components of raw materials and products, causing certain suppliers or us to discontinue, change or suspend the sale of certain ingredients or components. Although we believe that we could establish alternate sources for most of these materials, any delay in locating and establishing relationships with other sources could result in product shortages and back orders for the products, with a resulting loss of net sales and profitability. We are also subject to delays associated with raw materials. These can be caused by conditions not within our control, including:

• weather,

• crop conditions,

• transportation interruptions,

• strikes by supplier employees, and

• natural disasters or other catastrophic events.

These factors could result in a delay in or disruption of the supply of certain raw materials. Any significant delay in or disruption of the supply of raw materials could have a material adverse effect upon us.

We rely on our information systems to conduct our business, and any failure to protect these systems against security breaches or failure of these systems themselves could adversely affect our business, results of operations and liquidity and could result in litigation and penalties. If these systems fail or become unavailable for any significant period of time, our business could be harmed. Additionally, the inappropriate use of social media vehicles could harm our reputation and adversely impact our business.

The efficient operation of our business is dependent on computer hardware and software systems. Among other things, these systems collect and store certain personal information from customers, vendors and employees and process customer payment information. Our information systems and those maintained by our third party vendors and the sensitive data they are designed to protect are vulnerable to security breaches by computer hackers, cyber terrorists and other cyber attackers. We rely on industry accepted security measures and technology to securely maintain confidential and proprietary information maintained on our information systems, and we rely on our third party vendors to take appropriate measures to protect the confidentiality of the information on those information systems. However, these measures and technology may not adequately prevent security breaches. Our information systems may become unavailable or fail to perform as anticipated for any reason, including viruses, loss of power or human error. Any significant interruption or failure of our information systems or those maintained by our third party vendors or any significant breach of security could adversely affect our reputation with our customers, vendors and employees and could adversely affect our business, results of operations and liquidity and could result in litigation against us or the imposition of penalties. A significant interruption, failure or breach of the security of our information systems or those of our third party vendors could also require us to expend significant resources to upgrade the security measures and technology that guard sensitive data against computer hackers, cyber terrorists and other cyber attackers.

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Additionally, we rely on search engine marketing and social media platforms to attract and retain customers as part of our marketing efforts. A variety of risks are associated with the use of social media, including the improper disclosure of proprietary information, negative comments about our company and our products, exposure of personally identifiable information, fraud, or outdated information. The inappropriate use of social media vehicles by our customers or employees could increase our costs, lead to litigation or result in negative publicity that could damage our reputation.

To the extent that we currently rely on third-party manufactures, now and in the future, we are dependent upon the uninterrupted and efficient operation of those third-party facilities, which may experience power failures, the breakdown, failure or substandard performance of equipment, the improper installation or operation of equipment, natural or other disasters and the need to comply with the requirements or directives of government agencies, including the FDA.

We are dependent upon the uninterrupted and efficient operation of our third-party manufacturing partners. Those operations may experience power failures, the breakdown, failure or substandard performance of equipment, the improper installation or operation of equipment, natural or other disasters and the need to comply with the requirements or directives of government agencies, including the FDA. There can be no assurance that the occurrence of these or any other operational problems at our facility would not have a material adverse effect on our business, financial condition and results of operations.

We may become a party to lawsuits that arise in the ordinary course of business in the future.

We may become a party to lawsuits that arise in the ordinary course of business in the future. The possibility of such litigation, and its timing, is in large part outside our control. It is possible that future litigation could arise that could have material adverse effects on us.

If our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings.

Under generally accepted accounting principles, we review our amortizable intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill and indefinite-lived intangible assets are tested for impairment at least annually. Factors that may indicate that the carrying value of our goodwill or intangible assets may not be recoverable include a decline in stock price and market capitalization, reduced future cash flow estimates and slower growth rates in our industry. During the fourth quarter of fiscal 2017, we completed our annual impairment test of goodwill and intangible assets and recognized impairment charges, see Note 5 in the Notes to Consolidated Financial Statements included in this report.

We may need additional capital in the future to finance our operations and to execute our business strategy, which we may not be able to raise or it may only be available on terms unfavorable to us and or our stockholders. This may result in our inability to fund our working capital requirements and harm our operational results.

Our current cash on hand is insufficient to fund our operations. We believe that cash flows from operations and other committed sources of additional liquidity will be sufficient to fund our operations in the ordinary course of business through fiscal 2018. However, if we experience extraordinary expenses or other events beyond our control, we will need to raise additional funds to continue our operations.

Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited.

Changes in accounting standards, especially those that relate to management estimates and assumptions, are unpredictable and may materially impact how we report and record our financial condition.

Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations. Some of these policies require use of estimates and assumptions that may affect the value of our assets or liabilities and financial results and are critical because they require management to make difficult, subjective and complex judgments about matters that are inherently uncertain. From time to time the Financial Accounting Standards Board ("FASB") and the Securities and Exchange Commission (the "SEC") change the financial accounting and reporting standards that govern the preparation of our financial statements. In addition, accounting standard setters and those who interpret the accounting standards (such as the FASB, the SEC, banking regulators and our outside auditors) may change or even reverse their previous interpretations or positions on how these standards should be applied. These changes can be hard to predict and can materially impact how we record and report our financial condition and results of operations. In some cases, we could be required to apply a new or revised standard retroactively, resulting in our restating prior period financial statements.

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We are an "emerging growth company" under the JOBS Act of 2012, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act of 2012 ("JOBS Act"), and we take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We have elected to adopt these reduced disclosure requirements. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates.

We will remain an "emerging growth company" for up to five years, although we will lose that status sooner if our revenues exceed $1,000,000, if we issue more than $1,000,000 in non-convertible debt in a three-year period, or if the market value of our common stock that is held by non-affiliates exceeds $700,000 and as a result we become a large accelerated filer.

Because of our history of accumulated deficits, recurring losses and negative cash flows from operating activities, we must improve profitability and may be required to obtain additional funding if we are to continue as a "going concern."

We incurred negative cash flows from operating activities and recurring net operating losses in fiscal year 2017.  We had negative working capital at the end of fiscal year 2017 and 2016.  As of December 31, 2017 and 2016, our accumulated deficit was $253,963 and $224,472, respectively.  These factors raise substantial doubt about our ability to continue as a going concern. The financial statements included with this report do not include any adjustments that might result from the outcome of this uncertainty.  In order for us to remove substantial doubt about our ability to continue as a going concern, we must achieve profitability, generate positive cash flows from operating activities and obtain necessary debt or equity funding.  

Our financial statements have been prepared on a going concern basis, which assumes continuity of operations and realization of assets and liabilities in the ordinary course of business.  Our independent registered public accounting firm has issued its report dated April 2, 2018, which includes an explanatory paragraph stating that our recurring losses, among other things, raise substantial doubt about our ability to continue as a going concern.  It has been necessary to rely upon debt and the sale of our equity securities to sustain operations.  Our management anticipates that we may require additional capital over the next 12 months to fund ongoing operations.  There can be no guarantee that we will be able to obtain such funds, or obtain them on satisfactory terms, and that such funds would be sufficient.   

Risks Relating to Our Common Stock

Our common stock currently has very limited trading volume and holders of our securities may not be able to sell quickly any significant number of shares.

Our common stock is quoted on the OTCPK. There has been very limited trading volume of our common stock. Because of this, holders of our securities may not be able to sell quickly any significant number of such shares, and any attempted sale of a large number of our shares will likely have a material adverse impact on the price of our common stock. The price per share of our common stock is subject to volatility and may be subject to rapid price swings in the future.

Because the trading price of our common stock is below $5.00 per share it is deemed a low-priced "Penny" stock and an investment in our common stock should be considered high risk and subject to marketability restrictions.

Since our common stock is a penny stock, as defined in Rule 3a51-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), it will be more difficult for investors to liquidate their investment even if and when a market develops for the common stock. Since the trading price of the common stock is below $5.00 per share, trading in the common stock will be subject to the penny stock rules of the Exchange Act specified in rules 15g-1 through 15g-10. Those rules require broker-dealers, before effecting transactions in any penny stock, to:

• Approve the customer for the specific penny stock transaction and receive from the customer a written agreement to the transaction,

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• Deliver to the customer, and obtain a written receipt for, a disclosure document describing risks of investing in penny stocks,

• Disclose certain recent price information about the stock,

• Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer,

• Send monthly statements to customers with market and price information about the penny stock, and

• In some circumstances, approve the purchaser's account under certain standards and deliver written statements to the customer with information specified in the rules.

Consequently, the penny stock rules may restrict the ability or willingness of broker-dealers to sell the common stock and may affect the ability of holders to sell their common stock in the secondary market and the price at which such holders can sell any such securities. These additional procedures could also limit our ability to raise additional capital in the future.

We have the ability to issue additional shares of our common stock and shares of preferred stock without asking for stockholder approval, which could cause your investment to be diluted.

Our Articles of Incorporation authorize the Board of Directors to issue up to 5,000,000,000 shares of common stock and 500,000,000 shares of preferred stock. The power of the Board of Directors to issue shares of common stock, preferred stock or warrants or options to purchase shares of common stock or preferred stock is generally not subject to stockholder approval. Shares of preferred stock could be given voting rights, dividend rights, liquidation rights or other similar rights superior to those of our shares of common stock. Additionally, any additional issuance of our common stock, or preferred stock that may be convertible into common stock, may have the effect of diluting your investment.

FINRA sales practice requirements may also limit a stockholder's ability to buy and sell our stock.

In addition to the "penny stock" rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Our internal controls have been inadequate in the past. However, to improve our internal controls, in 2017 management implemented a number of initiatives and based on these measures, management has tested the internal controls processes and found them to be effective.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements. 

In 2016, we identified material weakness in our system of internal control over financial reporting disclosure controls and procedures primarily as a result of insufficient time to document, validate and update the prior controls and procedures of the company that we adopted as a result of our reverse merger. The material weakness was due to our lack of documentation or testing and correction procedures of internal control procedures as the accounting staff of TCC had been solely focused on accounting work to be completed for a private company. Accordingly, we engaged an experienced certified public accountant as a consultant to assist us to assess and improve our controls and financials and engaged a Sarbanes-Oxley consultant in order to assess our timeline for full compliance. As a result, we made significant progress in 2017, in identifying the changes to our procedures and controls that are necessary to remediate the material weakness.

Concurrent with year-end reporting, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of the overall design of our system of internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission 2013 (COSO). Under standards established by the Public Company Accounting Oversight Board of the United States, a material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

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To remediate the material weakness described above, management implemented a number of initiatives, including but not limited to the following:

• Engaged and worked throughout the year with our independent Sarbanes-Oxley Act consultant to help improve the overall testing of our system of internal control over financial reporting, so we promptly identified and refined controls prior to the year-end assessment date. Specifically, we were able to:

○ Refine our key control and compensating control procedures to properly address financial reporting risks.

○ Implement periodic control validation and testing to ensure controls continue to operate consistently and as designed.

○ Assign and train an employee within the accounting department to be responsible for managing the day-to-day responsibilities of maintaining appropriate evidence of operating effectiveness of key controls over financial reporting.

• Made various staff changes during 2017 in both our finance and accounting department, as well as our IT department to enable us to broaden the scope and quality of our controls relating to the oversight and review of financial statements and to properly apply all relevant accounting.

• Implemented and improved systems to automate certain financial reporting processes and improved information accuracy.

Based on these measures, management has tested the internal control activities and found them to be effective and has concluded that the material weaknesses described above has been remediated as of December 31, 2017.

An excess of a majority of our outstanding voting securities are beneficially owned by two individuals, and these two individuals can elect all directors (except for one director that may be appointed by a lender pursuant to a loan agreement) who in turn elect all officers, without the votes of any other stockholders.

The Chairman of our Board of Directors and one other stockholder beneficially own approximately 81.1% of our outstanding voting securities and, accordingly, have effective control of us and may have effective control of us for the near and long term future. Votes of other stockholders can have little effect when we are managed by our Board of Directors and operated through our officers, all of whom can be elected by two individuals.

We do not expect to pay dividends in the near future.

We do not expect to declare or pay any dividends on our common stock in the foreseeable future. The declaration and payment in the future of any cash or stock dividends on the common stock will be at the discretion of our Board of Directors and will depend upon a variety of factors, including our ability to service our outstanding indebtedness, if any, and to pay dividends on securities ranking senior to the common stock, our future earnings, if any, capital requirements, financial condition and such other factors as our Board of Directors may consider to be relevant from time to time. Our earnings, if any, are expected to be retained for use in expanding our business.

Item 1B.            Unresolved Staff Comments.

Not Applicable.

Item 2.               Properties 

We occupy approximately 3,600 rentable square feet of office space in Grand Rapids, Michigan under a month-to-month lease. We have possession of the 5^th and 6^th floor of an office building which is approximately 30,600 rentable square feet of office space in St. Petersburg, Florida under a lease that expires April 30, 2027. On December 1, 2016, we entered into a sublease for approximately 15,300 square feet on the 5^th floor. We occupy approximately 170,000 square feet of manufacturing, R&D, warehousing and shipping space, which includes roughly 30,000 square feet of office space, in American Fork, Utah under a lease that expires in February 2028, all or portions of which we may explore sub-leasing in 2018, as we expect to wind down the use of this facility in the first half of 2018. We occupy approximately 13,000 rentable square feet in Boca Raton, Florida under a lease that expires February 2026. We occupy certain space at Nutriscience's offices in Farmingdale, New York under a lease agreement that expires May 2021. We also own a water capture and bottling facility that has been discontinued in Peru, Indiana that is approximately 47,000 square feet. We believe that our facilities are sufficient to meet our current needs and that suitable additional space will be available as and when needed.

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TCH Properties

Twinlab Manufacturing Facility and Offices (Manufacturing, R&D, Finance, Sales and Administration)	Leased	American Fork, Utah
Twinlab Executive Offices (Marketing, Sales and Legal)	Leased	Boca Raton, Florida
Twinlab Corporate Offices (Regulatory and Marketing)	Leased	Grand Rapids, Michigan
NutraScience Labs Facilities	Leased	Farmingdale, New York
Additional Office Space	Leased	St. Petersburg, Florida
Cole Water Aquifer and Bottling Facility (Water Capture and Bottling)	Owned	Peru, Indiana

Item 3.               Legal Proceedings

In re: Herbal Supplements Marketing and Sales Practice Litigation, MDL No. 2619, Case No. 1:15-cv-5070, U.S. District Court for the Northern District of Illinois, filed on June 9, 2015, and Amy Mathews v. Wal-Mart Stores, Inc. and Wal-Mart Stores Arkansas LLC, Case No. CV-2015-0294, in the Circuit Court of Independence County, Arkansas, Civil Division.  We were not a a named party in these matters, which concerned multidistrict litigation class actions arising from allegations raised that certain herbal supplement products did not contain the herbal ingredients stated on the label.  Pursuant to our contractual obligations to some of our customers, who were named, we provided indemnity and defense with respect to certain of the claims in this litigation, taking all necessary steps to vigorously defend this matter. On August 18, 2017, on behalf of the defendants (under our indemnity obligation)  we entered into a confidential settlement of this matter with the plaintiffs, which did not have a material adverse effect on our financial condition/results of operations or cash flows or liquidity.

Item 4.              Mine Safety Disclosures.

Not Applicable.

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PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common stock is traded in the OTC Markets PK (OTCPK), under the symbol "TLCC". We have been eligible to participate in the OTCPK since June 25, 2014 and from that time until the date of this Report our common stock has had only minimal trading.

Holders of Common Stock

As of April 2, 2018, there were approximately 379 stockholders of record of our common stock. This number does not include shares held by brokerage clearing houses, depositories or others in unregistered form.

Dividends

We have not declared or paid any cash dividends on our common stock during our two most recent fiscal years. Any decisions regarding dividends will be made by our Board of Directors. We currently intend to retain and use any future earnings for the development and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Our Board of Directors has complete discretion on whether to pay dividends. Even if our Board of Directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the Board of Directors may deem relevant.

Item 6. Selected Financial Data.

We are a smaller reporting company as defined by Regulation S-K and, as such, we are not required to provide the information contained in this item pursuant to Regulation S-K.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. (Amounts in thousands, except per share amounts and per square feet.)

Overview

This Annual Report on Form 10-K contains forward-looking statements. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The words “believes,” “anticipates,” “plans,” “expects,” ‘intends” and similar expressions identify some of the forward-looking statements. Forward-looking statements are not guarantees of performance or future results and involve risks, uncertainties and assumptions. The factors discussed elsewhere in this Form 10-K and in subsequent Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K, could also cause actual results to differ materially from those indicated by our forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements.

Our Operations

We are an integrated manufacturer, marketer, distributor and retailer of branded nutritional supplements and other natural products sold to and through domestic health and natural food stores, mass market retailers, specialty retailers, on-line retailers and websites. Internationally, we market and distribute branded nutritional supplements and other natural products to and through health and natural product distributors and retailers.

Our products include vitamins, minerals, specialty supplements and sports nutrition products sold under the Twinlab® brand name (including the Twinlab® Fuel brand of sports nutrition products); a market leader in the healthy aging and beauty from within categories sold under the Reserveage™ Nutrition and ResVitale® brand names; diet and energy products sold under the Metabolife® brand name; the Re-Body® brand name; and a full line of herbal teas sold under the Alvita® brand name. To accommodate consumer preferences, our products come in various formulations and delivery forms, including capsules, tablets, softgels, chewables, liquids, sprays and powders. These products are sold primarily through health and natural food stores and on-line retailers, supermarkets, and mass-market retailers.

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We also perform contract manufacturing services for private label products.  Our contract manufacturing business involves the manufacture of custom products to the specifications of a customer who requires a finished product under the customer’s own brand name.  We do not market these private label products as our business is to manufacture and sell the products to the customer, who then markets and sells the products to retailers or end consumers.

Going Concern Uncertainty

The accompanying consolidated financial statements have been prepared on a going concern basis, which assumes continuity of operations and realization of assets and liabilities in the ordinary course of business. In most periods since our formation, we have generated losses from operations. At December 31, 2017, we had an accumulated deficit of $253,963. Historical losses are primarily attributable to lower than planned sales resulting from low fill rates on demand due to limitations of our working capital, delayed product introductions and postponed marketing activities, merger-related and other restructuring costs, and interest and refinancing charges associated with our debt refinancing. Losses have been funded primarily through issuance of common stock and third-party or related party debt.

Because of our history of operating losses, increase in debt over time, and the recording of significant derivative liabilities, we have a working capital deficiency of $68,064 at December 31, 2017. We also have $68,093 of debt, net of discount, which could be due within the next 12 months. These continuing conditions, among others, raise substantial doubt about our ability to continue as a going concern.

Management has addressed operating issues through the following actions: focusing on growing the core business and brands; continuing emphasis on major customers and key products; reducing manufacturing and operating costs and continuing to negotiate lower prices from major suppliers.  We believe that we may need additional capital to execute our business plan. If additional funding is required, there can be no assurance that sources of funding will be available when needed on acceptable terms or at all.

The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Critical Accounting Policies and Estimates

This discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which we have prepared in accordance with U.S. generally accepted accounting principles. The preparation of our financial statements required us to make estimates and assumptions that affected the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of net sales and expenses during the reported periods. Significant estimates include values and useful lives assigned to acquired intangible assets, reserves for customer returns and allowances, uncollectible accounts receivable, valuation adjustments for slow moving, obsolete and/or damaged inventory and valuation, recoverability of long-lived assets, intangibles and goodwill, estimated values of stock options and warrants, share-based compensation, and the identification and valuation of derivatives. Actual results may differ from these estimates.

Our critical accounting policies and estimates include the following:

Revenue Recognition

Revenue from product sales, net of estimated returns and allowances, is recognized when evidence of an arrangement is in place, related prices are fixed and determinable, contractual obligations have been satisfied, title and risk of loss have been transferred to the customer and collection of the resulting receivable is reasonably assured. Shipping terms are generally freight on board shipping point. We sell predominately in the North American and European markets, with international sales transacted in U.S. Dollars.

Accounts Receivable and Allowances

We grant credit to customers and generally do not require collateral or other security. We perform credit evaluations of our customers and provide for expected claims, related to promotional items; customer discounts; shipping shortages and damages; and doubtful accounts based upon historical bad debt and claims experience.

Inventories

Inventories are stated at the lower of cost or net realizable value and are reduced by an estimated reserve for obsolete inventory.

Intangible Assets

Intangible assets consist primarily of trademarks and customer relationships, which are amortized on a straight-line basis over their estimated useful lives ranging from 3 to 30 years. The valuation and classification of these assets and the assignment of amortizable lives involve significant judgment and the use of estimates.

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We believe that our long-term growth strategy supports our fair value conclusions. For intangible assets, the recoverability of these amounts is dependent upon achievement of our projections and the execution of key initiatives related to revenue growth and improved profitability.

Goodwill

Goodwill is not subject to amortization, but is reviewed for impairment annually, or more frequently whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. An impairment charge is recorded to the extent the carrying value of goodwill exceeds its estimated fair value. The testing of goodwill under established guidelines for impairment requires significant use of judgment and assumptions. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations.

Impairment of Long-Lived Assets

Long-lived assets, including intangible assets subject to amortization, are reviewed for impairment when changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the carrying amount of the asset exceeds the expected undiscounted cash flows of the asset, an impairment charge is recognized equal to the amount by which the carrying amount exceeds fair value. The testing of these intangibles under established guidelines for impairment requires significant use of judgment and assumptions. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations.

Indefinite-Lived Intangible Assets

Indefinite-lived intangible assets relating to the asset acquisition of Organic Holdings are determined to have an indefinite useful economic life and as such are not amortized. Indefinite-lived intangible assets are tested for impairment annually which consists of a comparison of the fair value of the asset with its carrying value.

Value of Warrants Issued with Debt

We estimate the grant date value of certain warrants issued with debt, a valuation method, such as the Black-Scholes option pricing model, or, if the terms are more complex, using an outside professional valuation firm, which uses the Monte Carlo option lattice model.  We record the amounts as interest expense or debt discount, depending on the terms of the agreement. These estimates involve multiple inputs and assumptions, including the market price of the Company’s common stock, stock price volatility and other assumptions to project earnings before interest, taxes, depreciation and amortization (“EBITDA”) and other reset events. These inputs and assumptions are subject to management’s judgment and can vary materially from period to period.

Derivative Liabilities

We have recorded certain warrants as derivative liabilities at estimated fair value, as determined based on the Company’s use of an outside professional valuation firm, due to the variable terms of the warrant agreements. The value of the derivative liabilities is generally estimated using Monte Carlo option lattice model with multiple inputs and assumptions, including the market price of the Company’s common stock, stock price volatility and other assumptions to project EBITDA and other reset events. These inputs and assumptions are subject to management’s judgment and can vary materially from period to period.

Share-Based Compensation

We record share-based compensation, including grants of restricted stock units, based on their grant date fair values and record compensation expense over the vesting period of the restricted stock awards.

Income Taxes

We account for income taxes using an asset and liability approach. Deferred income taxes are determined by applying currently enacted tax laws and rates to the cumulative temporary differences between the carrying values of assets and liabilities for financial statement and income tax purposes. Valuation allowances against deferred income tax assets are recorded when we are unable to conclude that it is more likely than not that such deferred income tax assets will be realized.

Results of Operations

Net Sales

Our net sales decreased $822 or 1%, to $85,501 for the year ended December 31, 2017 from $86,323 for the year ended December 31, 2016. The decrease in our net sales is primarily related to a decline in Twinlab and Organic Holdings branded sales which is due to lost distribution from out-of-stock conditions caused by order fulfillment shortfalls from 2016.

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Gross Profit

Our gross profit decreased $2,080, or 10%, to $19,013 for the year ended December 31, 2017 from $21,093 for the year ended December 31, 2016. The decrease in our gross profit is derived from aged inventory write-offs, shifts in the margin mix of sales, and lower net sales.

Selling, General and Administrative Expenses

Our selling, general and administrative expenses decreased $4,420, or 13%, to $29,032 for the year ended December 31, 2017 from $33,452 for the year ended December 31, 2016.  The decreases in our selling, general and administrative expenses are primarily due to our reduction in force to right-size the number of employees which began in 2016.

Impairment of Goodwill and Intangible Assets

During the fourth quarter of fiscal 2017, we completed our annual impairment test of goodwill and intangible assets and recognized impairment charges of $6,301 for goodwill related to Organic Holdings and an aggregate impairment loss of intangible assets of $4,805. We did not record any impairment losses for fiscal year 2016. During the fourth quarter of fiscal 2017, management updated the fiscal 2017 budget and financial projections beyond fiscal 2017. Due to a decline in Metabolife sales we determined that the carrying value of the trademark exceeded its fair value. We also determined that due to an increase in debt, our weighted average cost of capital increased, which created an impairment in both Reserveage and Rebody tradenames as well as Organic Holdings goodwill.

Loss on Stock Purchase Price Guarantee

On August 6, 2016, the 18-month anniversary of the closing of a share purchase agreement, we were required to pay the purchaser of the common stock the difference between $2.29 per share and either a defined market price or a price per share determined by a valuation firm acceptable to both parties. Based on an outside professional valuation performed on the Company’s common stock, the Company estimated the stock price guarantee payment to be $3,210. Accordingly, the Company recorded a loss on the stock purchase price guarantee of $3,210 and a corresponding liability for the same amount in 2016, which was included in accrued expenses and other current liabilities in the accompanying consolidated balance sheet as of December 31, 2016.  On June 2, 2017, the two parties came to an agreement in which we were required to issue an Unsecured Promissory Note (“Huntington Note”) in favor of Huntington Holdings, LLC (“Huntington”). The Huntington Note matures on June 2, 2019 with the principal amount of $3,200 payable at maturity. Interest on the outstanding principal accrued at a rate of 8.5% per year from August 6, 2016 to August 15, 2017, and increased to 10% per year thereafter. We paid $50 to Huntington related to accrued interest from August 6, 2016 through the date of issuance of the Huntington Note. Huntington was required to return 778,385 shares of the Company’s common stock which were issued into escrow. We were required to provide certain piggyback registration rights to Huntington in regards to the remaining 749,999 shares of the Company’s common stock held by Huntington. If the Huntington Note was paid off prior to August 14, 2017, the 778,385 shares held in escrow were to be released from escrow and transferred to the Company for no additional consideration. If the note remained outstanding on August 15, 2017, we had the right, but not the obligation, to pay $140 to Huntington to purchase 764,192 of the Subject Shares held in escrow. Upon the exercise of this purchase option, the Subject Shares were to be released from escrow and transferred to the Company.  If the Huntington Note remained outstanding on August 15, 2017 and we did not exercise the option to purchase the shares, the shares were to be returned from escrow to Huntington and we would no longer have repurchase rights. On August 15, 2017, the note was outstanding and we did not exercise the repurchase right. The 778,385 shares were returned from escrow to Huntington.

Interest Expense, Net

Our interest expense increased $86, or 1%, to $8,934 for the year ended December 31, 2017 from $8,848 for the year ended December 31, 2016. The increase in our interest expense is primarily due to an increase in notes payable.

Gain (Loss) on Change in Derivative Liabilities

The number of shares of common stock issuable pursuant to certain warrants issued in 2015 will be increased if our audited adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) or the market price of the Company’s common stock do not meet certain defined amounts.  We have recorded the estimated fair value of the warrants as of the date of issuance and each subsequent balance sheet reporting date.  Due to the variable terms of the warrant agreements, changes in the estimated fair value of the warrants from the date of issuance to each balance sheet reporting date are recorded as gain (loss) on change in derivative liabilities in our consolidated statements of operations.  During the year ended December 31, 2017, we reported a loss on change in derivative liabilities of $336. During the year ended December 31, 2016, we reported a gain on change in derivative liabilities of $24,661.

Liquidity and Capital Resources

At December 31, 2017, we had an accumulated deficit of $253,963, primarily because of significant losses from operations, interest expense, and our intangible and goodwill asset impairment.  We have a working capital deficiency of $68,064 at December 31, 2017.  Losses have been funded primarily through issuances of common stock, borrowings from our stockholders and third-party or related party debt and proceeds from the exercise of warrants. As of December 31, 2017, we had cash of $1,350.  On an ongoing basis, we also seek to improve operating cash through trade receivables and payables management as well as reduced inventory stocking levels. We used net cash in operating activities of $6,503 for the year ended December 31, 2017.  During the year ended December 31, 2017, we incurred new debt of $6,267, remitted debt repayments of $2,119, and had a net decrease in borrowings on our senior credit facility of $1,240.

Our total liabilities increased by $9,254 to $100,314 at December 31, 2017 from $91,060 at December 31, 2016. This increase in our total liabilities was primarily due to a net increase of $8,857 in debt, principally due to new debt financings obtained during 2017 as well as an increase in our non-cash derivative liabilities of $336. For discussion of our debt financings completed during 2017, see Notes 6 and 7 in the Notes to Consolidated Financial Statements included in this report.

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Cash Flows from Operating, Investing and Financing Activities

Net cash used in operating activities was $6,503 for the year ended December 31, 2017 as a result of our net loss of $29,491, offset by a non-cash loss on change in derivative liabilities of $336, impairment losses of $11,106, as well as non-cash expenses totaling $5,566 and a decrease in net operating assets and liabilities of $5,980.  By comparison, for the year ended December 31, 2016, net cash used in operating activities was $25,330 as a result of our net loss of $684, a non-cash gain on change in derivative liabilities of $24,661 as well as other net non-cash expenses totaling $11,076 and an increase in net operating assets and liabilities of $11,061. See Consolidated Statements of Cash Flows included in this report for additional information.

Net cash used in investing activities for the year ended December 31, 2017 and 2016 was $152 and $120 respectively, consisting of the purchase of property and equipment.

Net cash provided by financing activities was $2,908 for the year ended December 31, 2017, primarily consisting of proceeds from the issuance of debt of $6,267, partially offset by net repayment of $1,240 under our revolving credit facilities and repayment of debt of $2,119. Net cash provided by financing activities was $29,307 for the year ended December 31, 2016, primarily consisting of proceeds from the issuance of debt of $29,270, net borrowings of $3,479 under our revolving credit facilities, partially offset by repayment of debt of $3,442.

Ongoing Funding Requirements

As set forth above, we have obtained additional debt financing during 2017, and again in 2018, to support operations. We need additional funding to enable us to fund our operating expenses and capital expenditure requirements.

Until such time, if ever, as we can generate substantial product revenues and income from operations, we intend to finance our cash needs through a combination of equity offerings, debt financings, collaborations, strategic alliances and licensing arrangements. There can be no assurance that any of those sources of funding will be available when needed on acceptable terms or at all. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interests of existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of existing stockholders. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise funds through collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or we may have to grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings or relationships with third parties when needed or on acceptable terms, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts; abandon our business strategy of growth through acquisitions; or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.

Recent Accounting Pronouncements

In May 2017, FASB amended its guidance regarding the scope of modification accounting for share-based compensation arrangements. The amendments provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. For public entities, the amendments in this update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. The amendments in this update should be applied prospectively to an award modified on or after the adoption date. We do not expect the new guidance to have a significant impact on our consolidated financial statements or related disclosures.

In January 2017, FASB issued ASU No. 2017-04, “Simplifying the Test for Goodwill Impairment (Topic 350)” which removes Step 2 of the goodwill impairment test that requires a hypothetical purchase price allocation.  A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.  The amendments in this ASU are effective for fiscal years beginning after December 15, 2019.  Early adoption is permitted after January 1, 2017.  We do not expect the new guidance to have a significant impact on our consolidated financial statements or related disclosures.

In February 2016, FASB issued ASU No. 2016-02, “Leases (Topic 842)”, which requires companies to recognize all leases as assets and liabilities on the consolidated balance sheet. This ASU retains a distinction between finance leases and operating leases, and the classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the current accounting literature. The result of retaining a distinction between finance leases and operating leases is that under the lessee accounting model in Topic 842, the effect of leases in a consolidated statement of comprehensive income and a consolidated statement of cash flows is largely unchanged from previous GAAP. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Earlier application is permitted. The Company is currently evaluating the impact that the adoption of this ASU will have on its Consolidated Financial Statements.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”. ASU 2014-09 amends the guidance for revenue recognition to replace numerous, industry-specific requirements and converges areas under this topic with those of the International Financial Reporting Standards. The ASU implements a five-step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. Other major provisions include the capitalization and amortization of certain contract costs, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016; however, in July 2015, the FASB agreed to delay the effective date by one year. The proposed deferral may permit early adoption, but would not allow adoption any earlier than the original effective date of the standard. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption.  Our status as an emerging growth company allows us to defer the adoption until the year (and interim periods therein) beginning January 1, 2019. We have chose to delay our adoption until January 1, 2019.

25

Although there are several other new accounting pronouncements issued or proposed by FASB, which we have adopted or will adopt, as applicable, we do not believe any of these accounting pronouncements has had or will have a material impact on our consolidated financial position or results of operations.

Material Contractual Obligations

As of December 31, 2017, we have total debt of $71,476, of which $54,623 is considered to be related-party debt. For discussion of our debt financings, see Notes 6 and 7 in the Notes to Consolidated Financial Statements included in this report.

On December 27, 2017, we entered into the Agreement for Equity in Exchange for Services with Platinum Advisory Services LLC (“Platinum”). Pursuant to the Agreement, we will issue from time to time shares of the Company’s common stock with an aggregate purchase price of $3,000 in exchange for payment in-kind consisting of the provision of media support and services performed by Platinum or its affiliates.

On December 15, 2016, we entered into an operating lease agreement for approximately 13,000 square feet of office space in Boca Raton, Florida.  The agreement expires in February 2026, and has a monthly base rent of $17 in year 1 to $21 in year 8. The commencement date is August 2017.

Effective April 7, 2015, we entered into an operating lease agreement for approximately 31,000 square feet of office space in St. Petersburg, Florida. The agreement expires in April 2027 and has a monthly base rent of $59 for year 1 to $76 for year 12.

Effective February 6, 2013, we entered into an operating lease agreement for approximately 170,000 square feet of manufacturing, research and development, warehousing and shipping space, which includes roughly 30,000 square feet of office space, in American Fork, Utah.  The agreement expires in February 2028 and has a monthly base rent of $60, provided that commencing on the five-year anniversary date thereafter, the base rent shall be increased by 10% over the base rent for every preceding five-year period. 

Off-Balance Sheet Arrangements

None.

Item 7a. Quantitative and Qualitative Disclosures About Market Risk.

This item is not applicable as we are currently considered a smaller reporting company.

Item 8. Financial Statements and Supplementary Data.

The report of the independent registered public accounting firm and consolidated financial statements listed in the accompanying index is filed as part of this Report. See "Index to Consolidated Financial Statements" on page 29.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Internal Control Over Financial Reporting

Background

We previously reported a material weakness in internal control over financial reporting for the years ended December 31, 2016 and 2015 related to the following:

• Information technology general controls (including access to programs and data, program changes, data backups) were not appropriately designed or followed.

• There is a lack of segregation of duties in accounting functions.

• There is a lack of documentation of proper review and approval.

• Necessary adjustments and accruals were not recorded on a timely basis.

• Deficient controls for calculating diluted earnings per share

26

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. As disclosed below, management has concluded that the material weakness has been remediated as of December 31, 2017.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2017 pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined by Rule 13a-15(f) under the Exchange Act). In assessing the effectiveness of our internal control over financial reporting as of December 31, 2017, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Based on our assessment using those criteria, our management has concluded that our internal control over financial reporting was effective as of December 31, 2017.

Inherent Limitation on the Effectiveness of Internal Control

The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurances. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but we cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.

Changes in Internal Control over Financial Reporting

To remediate the material weakness described above, management implemented a number of initiatives, including but not limited to the following:

• Engaged and worked throughout the year with our independent Sarbanes-Oxley Act consultant to help improve the overall testing of our system of internal control over financial reporting, so we promptly identified and refined controls prior to the year-end assessment date. Specifically, we were able to:

○ Refine our key controls and compensating control procedures to properly address financial reporting risks.

○ Implement periodic control validation and testing to ensure controls continue to operate consistently and as designed.

○ Assign and train an employee within the accounting department to be responsible for managing the day-to-day responsibilities of maintaining appropriate evidence of operating effectiveness of key controls over financial reporting.

• Made various staff changes during 2017 in both our finance and accounting department, as well as our IT department to enable us to broaden the scope and quality of our controls relating to the oversight and review of financial statements and to properly apply all relevant accounting.

• Implemented and improved systems to automate certain financial reporting processes and improved information accuracy.

Based on these measures, management has tested the internal control activities and found them to be effective and has concluded that the material weakness described above have been remediated as of December 31, 2017.

Other than the remediation efforts related to our prior material weakness, there were no changes in our internal control over financial reporting during the quarter ended December 31, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.      Other Information.

None.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Information regarding our directors, executive officers and corporate governance is incorporated herein by reference from our Definitive Proxy Statement for the 2018 Annual Meeting of Stockholders (“2018 Proxy”) to be filed pursuant to Regulation 14A within 120 days after the close of the fiscal year ended December 31, 2017.

Item 11. Executive Compensation

Information on executive compensation is incorporated herein by reference from our 2018 Proxy to be filed pursuant to Regulation 14A within 120 days after the close of the fiscal year ended December 31, 2017.  

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Information on security ownership of certain beneficial owners and management and related stockholder matters is incorporated herein by reference from our 2018 Proxy to be filed pursuant to Regulation 14A within 120 days after the close of the fiscal year ended December 31, 2017. 

Item 13. Certain Relationships and Related Transactions, And Director Independence.

Information on certain relationships and related transactions and director independence is incorporated herein by reference from our 2018 Proxy to be filed pursuant to Regulation 14A within 120 days after the close of the fiscal year ended December 31, 2017.

Item 14. Principal Accountant Fees and Services

Information on principal accounting fees and services is incorporated herein by reference from our 2018 Proxy to be filed pursuant to Regulation 14A within 120 days after the close of the fiscal year ended December 31, 2017. 

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PART IV

Item 15.     Exhibits and Financial Statement Schedules.

(a)(1)	The following consolidated financial statements are filed as a part of this 2017 10-K Report:
	(i)	Report of Independent Registered Certified Public Accounting Firm	37
	(ii)	Consolidated Balance Sheets	38
	(iii)	Consolidated Statements of Operations	39
	(iv)	Consolidated Statements of Stockholders’ Equity (Deficit)	40
	(v)	Consolidated Statements of Cash Flows	41
	(vi)	Notes to Consolidated Financial Statements	43
(a)(2)	Consolidated financial statement schedules have been omitted either because the required information is set forth in the consolidated financial statements or notes thereto, or the information called for is not required.

(b) Exhibits. The following exhibits are filed as part of the report on Form 10-K:

Exhibit
Number Exhibit Description

2.1	Agreement and Plan of Merger, dated September 4, 2014. (1)
2.1.1	First Amendment to Agreement and Plan of Merger dated September 16, 2014. (2)
2.2	Asset Purchase Agreement, dated as of February 4, 2015, by and among Nutricap Labs, LLC, Vitacap Labs, LLC, Canyon Marketing V, LLC, Canyon Marketing II, Inc., Canyon Marketing III, LLC and TCC CM Subco I, Inc. (13)
3.1	Articles of Incorporation. (3)
3.1.1	Amendment to Articles of Incorporation. (4)
3.1.(c)	Certificate of Change, dated August 28, 2014. (5)
3.2	Bylaws. (3)
4.1	Subscription and Surrender Agreement, dated as of September 3, 2014 between Twinlab Consolidation Corporation and Thomas Tolworthy. (6)
10.1	Twinlab Consolidation Corporation 2013 Stock Incentive Plan. (6) *
10.2	Debt Repayment Agreement dated as of July 31, 2014 between Little Harbor LLC and Twinlab Holdings, Inc. (f/k/a Idea Sphere Inc.) (6)
10.3	Commercial Lease Agreement dated August 22, 2014 between Essex Capital Corporation and Twinlab Corporation. (6)
10.4	Restricted Stock Purchase Agreement dated as of November 4, 2013 between Twinlab Consolidation Corporation and Thomas Tolworthy. (6)
10.5	Series A Warrant, dated as of September 30, 2014, issued by Twinlab Consolidated Holdings, Inc. to Capstone Financial Group, Inc. (7)
10.6	Series B Warrant, dated as of September 30, 2014, issued by Twinlab Consolidated Holdings, Inc. to Capstone Financial Group, Inc. (7)
10.7	Common Stock Put Agreement, dated as of September 30, 2014, by and between Twinlab Consolidated Holdings, Inc. and Capstone Financial Group, Inc. (7)
10.8	Registration Rights Agreement, dated as of September 30, 2014, by and between Twinlab Consolidated Holdings, Inc. and Capstone Financial Group, Inc. (7)
10.9	Note and Warrant Purchase Agreement, dated as of November 13, 2014, by and between Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation and Penta Mezzanine SBIC Fund I, L.P. (8)
10.10	Initial Note, dated as of November 13, 2014, made by Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc. and Twinlab Corporation payable to Penta Mezzanine SBIC Fund I, L.P. (8)
10.11	Warrant, dated November 13, 2014, issued by Twinlab Consolidated Holdings, Inc. to Penta Mezzanine SBIC Fund I, L.P. (8)
10.12	Security Agreement, dated as of November 13, 2014, made by Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., and Twinlab Corporation in favor of Penta Mezzanine SBIC Fund I, L.P. (8)
10.13	Form of Deferred Draw Note made by Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc. and Twinlab Corporation payable to Penta Mezzanine SBIC Fund I, L.P. (8)
10.14	Form of Warrant issued by Twinlab Consolidated Holdings, Inc. to Penta Mezzanine SBIC Fund I, L.P. (8)
10.15	Employment Agreement, dated as of December 1, 2014, between Twinlab Consolidation Corporation and Glenn Wolfson. (9) *
10.16	Amendment No. 1 to Common Stock Put Agreement, dated as of December 15, 2014, by and between Twinlab Consolidated Holdings, Inc. and Capstone Financial Group, Inc. (10)
10.17	Credit and Security Agreement, dated as of January 22, 2015, by and among Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., Twinlab Corporation, ISI Brands Inc., TCC CM Subco I, Inc. and TCC CM Subco II, Inc. and MidCap Financial Trust. (11)
10.18	Revolving Loan Note, dated January 22, 2015, by Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, TCC CM Subco I, Inc. and TCC CM Subco II, Inc. to the order of MidCap Financial Trust. (11)
10.19	Pledge Agreement, dated as of January 22, 2015, by and between Twinlab Consolidated Holdings, Inc. and MidCap Financial Trust. (11)

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10.20	Pledge Agreement, dated as of January 22, 2015, by and between Twinlab Consolidation Corporation and MidCap Financial Trust. (11)
10.21	Pledge Agreement, dated as of January 22, 2015, by and between Twinlab Holdings, Inc. and MidCap Financial Trust. (11)
10.22	Warrant, dated January 22, 2015, issued by Twinlab Consolidated Holdings, Inc. to MidCap Funding X Trust. (11)
10.23	Registration Rights Agreement, dated as of January 22, 2015, by and between Twinlab Consolidated Holdings, Inc. and MidCap Funding X Trust. (11)
10.24	Note and Warrant Purchase Agreement, dated as of January 22, 2015, by and between Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, TCC CM Subco I, Inc., TCC CM Subco II, Inc. and JL-BBNC Mezz Utah, LLC. (11)
10.25	Note, dated as of January 22, 2015, made by Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, TCC CM Subco I, Inc. and TCC CM Subco II, Inc. payable to JL-BBNC Mezz Utah, LLC. (11)
10.26	Warrant, dated January 22, 2015, issued by Twinlab Consolidated Holdings, Inc. to JL-BBNC Mezz Utah, LLC. (11)
10.27	Security Agreement, dated as of January 22, 2015, made by Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, TCC CM Subco I, Inc. and TCC CM Subco II, Inc. in favor of JL-BBNC Mezz Utah, LLC. (11)
10.28	Trust Deed, dated January 22, 2015, among Twinlab Corporation, as Trustor, Ryan B. Hancey, as Trustee, and JL-BBNC Mezz Utah, LLC. (11)
10.29	Pledge Agreement, dated as of January 22, 2015, by and between Twinlab Consolidated Holdings, Inc. and JL-BBNC Mezz Utah, LLC. (11)
10.30	Pledge Agreement, dated as of January 22, 2015, by and between Twinlab Consolidation Corporation and JL-BBNC Mezz Utah, LLC. (11)
10.31	Pledge Agreement, dated as of January 22, 2015, by and between Twinlab Holdings, Inc. and JL-BBNC Mezz Utah, LLC. (11)
10.32	Letter, dated January 16, 2015, from Fifth Third Bank to Twinlab Corporation, Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, ISI Brands Inc., Twinlab Holdings, Inc., David L. Van Andel, William W. Nicholson and MidCap Financial Trust. (11)
10.33	First Amendment to Note and Warrant Purchase Agreement, Consent and Joinder, dated as of January 22, 2015 by and between Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, TCC CM Subco I, Inc., TCC CM Subco II, Inc. and Penta Mezzanine SBIC Fund I, L.P. (11)
10.34	Amended and Restated Note, dated as of January 22, 2015, by Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, TCC CM Subco I, Inc., TCC CM Subco II, Inc. in favor of Penta Mezzanine SBIC Fund I, L.P. (11)
10.35	Warrant, dated January 22, 2015, issued by Twinlab Consolidated Holdings, Inc. to Penta Mezzanine SBIC Fund I, L.P. (11)
10.36	Pledge Agreement, dated as of January 22, 2015, by and between Twinlab Consolidated Holdings, Inc. and Penta Mezzanine SBIC Fund I, L.P. (11)
10.37	Pledge Agreement, dated as of January 22, 2015, by and between Twinlab Consolidation Corporation and Penta Mezzanine SBIC Fund I, L.P. (11)
10.38	Pledge Agreement, dated as of January 22, 2015, by and between Twinlab Holdings, Inc. and Penta Mezzanine SBIC Fund I, L.P. (11)
10.39	Employment Agreement, dated as of January 30, 2015, by and between Twinlab Consolidated Holdings, Inc. and Mark Jaggi. (12) *
10.40	Employment Agreement, dated as of January 30, 2015, by and between Twinlab Consolidated Holdings, Inc. and Richard Neuwirth. (12) *
10.41	Employment Agreement, dated as of January 30, 2015, by and between Twinlab Consolidated Holdings, Inc. and Kathleen C. Pastor. (12) *
10.42	Amendment No. 1 to Credit and Security Agreement and Limited Consent, dated as of February 4, 2015, by and among Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, TCC CM Subco I, Inc. and TCC CM Subco II, Inc. and MidCap Funding X Trust. (13)
10.43	First Amendment to Note and Warrant Purchase Agreement and Consent, dated as of February 4, 2015, by and between Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, TCC CM Subco I, Inc., TCC CM Subco II, Inc. and JL-BBNC Mezz Utah, LLC. (13)
10.44	Warrant, dated February 4, 2015, issued by Twinlab Consolidated Holdings, Inc. to JL-BBNC Mezz Utah, LLC. (13)
10.45	Second Amendment to Note and Warrant Purchase Agreement and Consent, dated as of February 4, 2015, by and between Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, TCC CM Subco I, Inc., TCC CM Subco II, Inc. and Penta Mezzanine SBIC Fund I, L.P. (13)
10.46	Unsecured Promissory Note, dated February 6, 2015, in the amount of $2,500,000 made by TCC CM Subco I, Inc. payable to Nutricap Labs, LLC. (13)
10.47	Unsecured Promissory Note, dated February 6, 2015, in the amount of $1,478,000 made by TCC CM Subco I, Inc. payable to Nutricap Labs, LLC. (13)
10.48	Transition Services Agreement, dated February 6, 2015, by and between TCC CM Subco I, Inc., Nutricap Labs, LLC and Vitacap Labs, LLC. (13)
10.49	Registration Rights Agreement, dated as of February 6, 2015, by and between Twinlab Consolidated Holdings, Inc. and 2014 Huntington Holdings, LLC. (13)
10.50	Office Lease Agreement, dated April 7, 2015, by and between First Central Tower, Limited Partnership and Twinlab Consolidated Holdings, Inc. and Twinlab Consolidation Corporation, as Joint Tenants. (14)
10.51	Reimbursement Agreement, dated as of April 30, 2015, by and between Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation and JL Properties, Inc. (15)
10.52	Warrant, dated April 30, 2015, issued by Twinlab Consolidated Holdings, Inc. to JL Properties, Inc. (15)
10.53	Warrant, dated April 30, 2015, issued by Twinlab Consolidated Holdings, Inc. to JL Properties, Inc. (15)
10.54	Amendment No. 3 to Credit and Security Agreement and Limited Consent, dated as of April 30, 2015, by and among Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, NutraScience Labs, Inc. and NutraScience Labs IP Corporation and MidCap Funding X Trust. (15)
10.55	Third Amendment to Note and Warrant Purchase Agreement and Consent, dated as of April 30, 2015, by and between Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, NutraScience Labs, Inc., NutraScience Labs IP Corporation and Penta Mezzanine SBIC Fund I, L.P. (15)

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10.56	Second Amendment to Note and Warrant Purchase Agreement and Consent, dated as of April 30, 2015, by and between Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, NutraScience Labs, Inc., NutraScience Labs IP Corporation and JL-BBNC Mezz Utah, LLC. (15)
10.57	Compromise Agreement, dated May 28, 2015, by and between Twinlab Consolidated Holdings, Inc. and Capstone Financial Group, Inc. (16)
10.58	Amendment No. 1 to Series B Warrant, dated as of May 28, 2015, by and between Twinlab Consolidated Holdings, Inc. and Capstone Financial Group, Inc. (16)
10.59	Stock Purchase Agreement, dated as of June 2, 2015, by and between Twinlab Consolidated Holdings, Inc. and the David L. Van Andel Trust, under Trust Agreement dated November 30, 1993. (17)
10.60	Warrant, dated June 2, 2015, by and between Twinlab Consolidated Holdings, Inc. and the David L. Van Andel Trust, under Trust Agreement dated November 30, 1993. (17)
10.61	Warrant, dated June 2, 2015, by and between Twinlab Consolidated Holdings, Inc. and the David L. Van Andel Trust, under Trust Agreement dated November 30, 1993. (17)
10.62	Stock Purchase Agreement, dated as of June 2, 2015, by and between Twinlab Consolidated Holdings, Inc. and Little Harbor, LLC. (17)
10.63	Warrant, dated June 2, 2015, by and between Twinlab Consolidated Holdings, Inc. and Little Harbor, LLC. (17)
10.64	Amendment No. 4 to Credit and Security Agreement and Limited Waiver, dated as of June 30, 2015, by and among Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, NutraScience Labs, Inc., NutraScience Labs IP Corporation and MidCap Funding X Trust. (18)
10.65	Amendment No. 5 to Credit and Security Agreement and Limited Waiver, dated as of June 30, 2015, by and among Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, NutraScience Labs, Inc., NutraScience Labs IP Corporation and MidCap Funding X Trust. (18)
10.66	Stock Purchase Agreement, dated as of June 30, 2015, by and between Twinlab Consolidated Holdings, Inc. and Penta Mezzanine SBIC Fund I, L.P. (18)
10.67	Warrant, dated June 30, 2015, by and between Twinlab Consolidated Holdings, Inc. and Penta Mezzanine SBIC Fund I, L.P. (18)
10.68	Fourth Amendment to Note and Warrant Purchase Agreement, Limited Consent and Limited Waiver, dated as of June 30, 2015, by and between Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, NutraScience Labs, Inc., NutraScience Labs IP Corporation and Penta Mezzanine SBIC Fund I, L.P. (18)
10.69	Stock Purchase Agreement, dated as of June 30, 2015, by and between Twinlab Consolidated Holdings, Inc. and JL-BBNC Mezz Utah, LLC. (18)
10.70	Warrant, dated June 30, 2015, by and between Twinlab Consolidated Holdings, Inc. and JL-BBNC Mezz Utah, LLC. (18)
10.71	Third Amendment to Note and Warrant Purchase Agreement, Limited Consent and Limited Waiver, dated as of June 30, 2015, by and between Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, NutraScience Labs, Inc., NutraScience Labs IP Corporation and JL-BBNC Mezz Utah LLC. (18)
10.72	Amended and Restated Unsecured Promissory Note, dated June 30, 2015, payable by NutraScience Labs, Inc. to Nutricap Labs, LLC. (18)
10.73	Payment Guaranty, made as of June 30, 2015, by Twinlab Consolidation Corporation to and for the benefit of Nutricap Labs, LLC. (18)
10.74	Bill of Sale, dated June 30, 2015, by Twinlab Corporation to Essex Capital Corporation. (18)
10.75	Commercial Lease Agreement, dated June 30, 2015, by and between Essex Capital Corporation and Twinlab Corporation. (18)
10.76	Commercial Lease Agreement, dated June 30, 2015, by and between Essex Capital Corporation and Twinlab Corporation. (18)
10.77	Warrant, dated June 30, 2015, by and between Twinlab Consolidated Holdings, Inc. and Essex Capital Corporation. (18)
10.78	Warrant, dated August 14, 2015, by and between Twinlab Consolidated Holdings, Inc. and Penta Mezzanine SBIC Fund I, LP. (19)
10.79	Amendment No. 1 to Twinlab Consolidated Holdings, Inc. Warrant, dated as of August 14, 2015, by and among Twinlab Consolidated Holdings, Inc. and the David L. Van Andel Trust, Under Trust Agreement Dated November 30, 1993. (19)
10.80	Amendment No. 1 to Twinlab Consolidated Holdings, Inc. Warrant, dated as of August 14, 2015, by and among Twinlab Consolidated Holdings, Inc. and the David L. Van Andel Trust, Under Trust Agreement Dated November 30, 1993. (19)
10.81	Amendment No. 1 to Twinlab Consolidated Holdings, Inc. Warrant, dated as of August 14, 2015, by and among Twinlab Consolidated Holdings, Inc. and Little Harbor, LLC. (19)
10.82	Amendment No. 1 to Twinlab Consolidated Holdings, Inc. Warrant, dated as of August 14, 2015, by and among Twinlab Consolidated Holdings, Inc. and JL-BBNC Mezz Utah, LLC. (19)
10.83	Put Agreement Related to Exercise of Warrant 2015-17, dated as of September 9, 2015, by and among Twinlab Consolidated Holdings, Inc. and the David L. Van Andel Trust under trust agreement dated November 30, 1999. (20)
10.84	Amendment No. 6 to Credit and Security Agreement, Limited Consent and Limited Waiver, dated as of September 9, 2015, by and among Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, NutraScience Labs, Inc., NutraScience Labs IP Corporation and MidCap Funding X Trust. (20)
10.85	Fifth Amendment to Note and Warrant Purchase Agreement and Limited Consent, dated as of September 9, 2015, by and between Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, NutraScience Labs, Inc., NutraScience Labs IP Corporation and Penta Mezzanine SBIC Fund I, L.P. (20)
10.86	Fourth Amendment to Note and Warrant Purchase Agreement and Limited Consent, dated as of September 9, 2015, by and between Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, NutraScience Labs, Inc., NutraScience Labs IP Corporation and JL-Mezz Utah LLC. (20)
10.87	Stock Purchase Agreement, dated as of October 1, 2015, by and between Twinlab Consolidated Holdings, Inc. and GREAT HARBOR CAPITAL, LLC. (21)
10.88	Securities Purchase Agreement, dated as of October 2, 2015, by and between Twinlab Consolidated Holdings, Inc. and Golisano Holdings LLC. (22)
10.89	Common Stock Purchase Warrant, dated October 5, 2015, by and between Twinlab Consolidated Holdings, Inc. and Golisano Holdings LLC. (22)
10.90	Registration Rights Agreement, dated as of October 5, 2015, by and between Twinlab Consolidated Holdings, Inc. and Golisano Holdings LLC. (22)
10.91	Voting Agreement, dated as of October 5, 2015, among Twinlab Consolidated Holdings, Inc., Golisano Holdings LLC, and Thomas A. Tolworthy, Little Harbor, LLC, Great Harbor Capital, LLC and the David L. Van Andel Trust U/A dated November 30, 1993. (22)

31

10.92	Voting Agreement, dated as of October 2, 2015, among Twinlab Consolidated Holdings, Inc., Great Harbor Capital, LLC and Golisano Holdings LLC, Thomas A. Tolworthy, Little Harbor, LLC, and the David L. Van Andel Trust U/A dated November 30, 1993. (22)
10.93	Surrender Agreement, dated as of October 5, 2015, between Twinlab Consolidated Holdings, Inc. and Thomas A. Tolworthy. (22)
10.94	Amendment No. 7 and Joinder Agreement to Credit and Security Agreement, dated as of October 5, 2015, by and among Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, NutraScience Labs, Inc., NutraScience Labs IP Corporation, Organic Holdings, LLC, Reserve Life Organics, LLC, Resvitale, LLC, Re-Body, LLC, Innovitamin Organics, LLC, Organics Management LLC, Cocoawell, LLC, Fembody, LLC, Reserve Life Nutrition, L.L.C., Innovita Specialty Distribution, LLC and Joie Essance, LLC and MidCap Funding X Trust. (22)
10.95	First Amended and Restated Revolving Loan Note, dated October 5, 2015, by Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, NutraScience Labs, Inc., NutraScience Labs IP Corporation, Organic Holdings, LLC, Reserve Life Organics, LLC, Resvitale, LLC, Re-Body, LLC, Innovitamin Organics, LLC, Organics Management LLC, Cocoawell, LLC, Fembody, LLC, Reserve Life Nutrition, L.L.C., Innovita Specialty Distribution, LLC and Joie Essance, LLC. (22)
10.96	Sixth Amendment to Note and Warrant Purchase Agreement, dated as of October 5, 2015, by and between Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, NutraScience Labs, Inc., NutraScience Labs IP Corporation and Penta Mezzanine SBIC Fund I, L.P. (22)
10.97	Limited Waiver to Note Warrant and Purchase Agreement, dated as of October 2, 2015, by and between Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, NutraScience Labs, Inc., NutraScience Labs IP Corporation and Penta Mezzanine SBIC Fund I, L.P. (22)
10.98	Fifth Amendment to Note and Warrant Purchase Agreement, dated as of October 5, 2015, by and between Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, NutraScience Labs, Inc., NutraScience Labs IP Corporation and JL-Mezz Utah LLC (f/k/a JL-BBNC Mezz Utah, LLC). (22)
10.99	Limited Waiver to Note Warrant and Purchase Agreement, dated as of October 2, 2015, by and between Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, NutraScience Labs, Inc., NutraScience Labs IP Corporation and JL-Mezz Utah LLC (f/k/a JL-BBNC Mezz Utah, LLC). (22)
10.100	Amendment No. 1 to Agreement for Limited Waiver of Non-Circumvention Provision and to Compromise Agreement and Release, dated as of October 1, 2015, by and between Twinlab Consolidated Holdings, Inc. and Capstone Financial Group, Inc. (22)
10.101	Unit Purchase Agreement, dated as of September 2, 2014, by and among Naomi L. Balcombe, Robert Whittel and Twinlab Consolidation Corporation. (22)
10.102	Amendment No. 1 to Unit Purchase Agreement, dated as of July 17, 2015, by and among Naomi L. Balcombe, Robert Whittel and Twinlab Consolidation Corporation. (22)
10.103	Employment Agreement, dated as of October 2, 2015, between Twinlab Consolidation Corporation and Naomi L. Balcombe. (22) *
10.104	Stock Purchase Agreement, dated as of October 21, 2015, by and between Twinlab Consolidated Holdings, Inc. and Jonathan B. Rubini. (23)
10.105	Stock Purchase Agreement, dated as of October 21, 2015, by and between Twinlab Consolidated Holdings, Inc. and Clare Bertucio. (23)
10.106	Stock Purchase Agreement, dated as of October 21, 2015, by and between Twinlab Consolidated Holdings, Inc. and Michael Corrigan. (23)
10.107	Stock Purchase Agreement, dated as of October 21, 2015, by and between Twinlab Consolidated Holdings, Inc. and the Jonathan B. Rubini 2009 Family Exempt Trust, created under the Jonathan B. Rubini Family Trust, under trust agreement dated October 9, 2009. (23)
10.108	Stock Purchase Agreement, dated as of October 21, 2015, by and between Twinlab Consolidated Holdings, Inc. and Mark Kroloff. (23)
10.109	Surrender Agreement, dated as of October 21, 2015, by and between Twinlab Consolidated Holdings, Inc. and Thomas A. Tolworthy. (23)
10.110	Unsecured Promissory Note, dated January 28, 2016, issued by Twinlab Consolidated Holdings, Inc. in favor of Golisano Holdings LLC. (24)
10.111	Warrant, dated January 28, 2016, by and between Twinlab Consolidated Holdings, Inc. and Golisano Holdings LLC. (24)
10.112	Unsecured Promissory Note, dated January 28, 2016, issued by Twinlab Consolidated Holdings, Inc. in favor of GREAT HARBOR CAPITAL, LLC. (24)
10.113	Warrant, dated January 28, 2016, by and between Twinlab Consolidated Holdings, Inc. and GREAT HARBOR CAPITAL, LLC. (24)
10.114	Amendment No. 8 to Credit and Security Agreement, dated as of January 28, 2016, by and among Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, NutraScience Labs, Inc., NutraScience Labs IP Corporation, Organic Holdings, LLC, Reserve Life Organics, LLC, Resvitale, LLC, Re-Body, LLC, Innovitamin Organics, LLC, Organics Management LLC, Cocoawell, LLC, Fembody, LLC, Reserve Life Nutrition, L.L.C., Innovita Specialty Distribution, LLC and Joie Essance, LLC and MidCap Funding X Trust.(24)
10.115	Seventh Amendment to Note and Warrant Purchase Agreement, dated as of January 28, 2016, by and between Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, NutraScience Labs, Inc., NutraScience Labs IP Corporation, Organic Holdings LLC, Reserve Life Organics, LLC, Resvitale, LLC, Re-Body, LLC, Innovitamin Organics, LLC, Organics Management LLC, Cocoawell, LLC, Fembody, LLC, Reserve Life Nutrition, L.L.C., Innovita Specialty Distribution, LLC, and Joie Essance, LLC and Penta Mezzanine SBIC Fund I, L.P. (24)
10.116	SixthAmendmenttoNoteandWarrantPurchaseAreementdatedasofJanuar282016bandbetweenTwinlabConsolidatedHoldinsInc. Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, NutraScience Labs, Inc., NutraScience Labs IP Corporation, Organic Holdings LLC, Reserve Life Organics, LLC, Resvitale, LLC, Re-Body, LLC, Innovitamin Organics, LLC, Organics Management LLC, Cocoawell, LLC, Fembody, LLC, Reserve Life Nutrition, L.L.C., Innovita Specialty Distribution, LLC, and Joie Essance, LLC and JL-Mezz Utah LLC (f/k/a JL-BBNC Mezz Utah, LLC). (24)
10.117	Unsecured Promissory Note, dated March 21, 2016, issued by Twinlab Consolidated Holdings in favor of Golisano Holdings LLC. (25)
10.118	Warrant, dated March 21, 2016, by and between Twinlab Consolidated Holdings, Inc. and Golisano Holdings LLC. (25)
10.119	Unsecured Promissory Note, dated March 21, 2016, issued by Twinlab Consolidated Holdings, Inc. in favor of GREAT HARBOR CAPITAL, LLC. (25)
10.120	Warrant, dated March 21, 2016, by and between Twinlab Consolidated Holdings, Inc. and GREAT HARBOR CAPITAL, LLC. (25)
10.121	Amendment No. 1 to Unsecured Promissory Note, dated as of March 21, 2016, by and between Twinlab Consolidated Holdings, Inc. and Golisano Holdings LLC. (25)

32

10.122	Amendment No. 1 to Unsecured Promissory Note, dated as of March 21, 2016, by and between Twinlab Consolidated Holdings, Inc. and GREAT HARBOR CAPITAL, LLC. (25)
10.123	Separation and Release Agreement, dated as of March 23, 2016, by and between Twinlab Consolidated Holdings, Inc. and Thomas A. Tolworthy. (26) *
10.124	Unsecured Promissory Note, dated April 5, 2016, issued by Twinlab Consolidated Holdings, Inc. in favor of JL-Utah Sub, LLC. (27)
10.125	Warrant, dated April 5, 2016, by and between Twinlab Consolidated Holdings, Inc. and JL-Utah Sub, LLC. (27)
10.126	Amendment No. 9 to Credit and Security Agreement, dated as of April 5, 2016, by and among Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, NutraScience Labs, Inc., NutraScience Labs IP Corporation, Organic Holdings LLC, Reserve Life Organics, LLC, Resvitale, LLC, Re-Body, LLC, Innovitamin Organics, LLC, Organics Management LLC, Cocoawell, LLC, Fembody, LLC, Reserve Life Nutrition, L.L.C., Innovita Specialty Distribution, LLC and Joie Essance, LLC and MidCap Funding X Trust.(27)
10.127	Eighth Amendment to Note and Warrant Purchase Agreement, dated as of April 5, 2016, by and between Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, NutraScience Labs, Inc., NutraScience Labs IP Corporation, Organic Holdings LLC, Reserve Life Organics, LLC, Resvitale, LLC, Re-Body, LLC, Innovitamin Organics, LLC, Organics Management LLC, Cocoawell, LLC, Fembody, LLC, Reserve Life Nutrition, L.L.C., Innovita Specialty Distribution, LLC, and Joie Essance, LLC and Penta Mezzanine SBIC Fund I, L.P. (27)
10.128	Seventh Amendment to Note and Warrant Purchase Agreement, dated as of April 5, 2016, by and between Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, NutraScience Labs, Inc., NutraScience Labs IP Corporation, Organic Holdings LLC, Reserve Life Organics, LLC, Resvitale, LLC, Re-Body, LLC, Innovitamin Organics, LLC, Organics Management LLC, Cocoawell, LLC, Fembody, LLC, Reserve Life Nutrition, L.L.C., Innovita Specialty Distribution, LLC, and Joie Essance, LLC and JL-Mezz Utah LLC (f/k/a JL-BBNC Mezz Utah, LLC). (27)
10.129	Amendment No. 2 to Unsecured Promissory Note, dated as of April 5, 2016, by and between Twinlab Consolidated Holdings, Inc. and Golisano Holdings LLC. (27)
10.130	Amendment No. 1 to Unsecured Promissory Note, dated as of April 5, 2016, by and between Twinlab Consolidated Holdings, Inc. and Golisano Holdings LLC. (27)
10.131	Amendment No. 2 to Unsecured Promissory Note, dated as of April 5, 2016, by and between Twinlab Consolidated Holdings, Inc. and GREAT HARBOR CAPITAL, LLC. (27)
10.132	Amendment No. 1 to Unsecured Promissory Note, dated as of April 5, 2016, by and between Twinlab Consolidated Holdings, Inc. and GREAT HARBOR CAPITAL, LLC. (27)
10.133	Unsecured Delayed Draw Promissory Note, dated July 21, 2016, issued by Twinlab Consolidated Holdings, Inc. in favor of Golisano Holdings LLC. (29)
10.134	Warrant, dated July 21, 2016, by and between Twinlab Consolidated Holdings, Inc. and Golisano Holdings LLC. (29)
10.135	Unsecured Delayed Draw Promissory Note, dated July 21, 2016, issued by Twinlab Consolidated Holdings, Inc. in favor of Little Harbor, LLC. (29)
10.136	Warrant, dated July 21, 2016, by and between Twinlab Consolidated Holdings, Inc. and Little Harbor, LLC. (29)
10.137	Amendment No. 3 to Unsecured Promissory Note, dated as of July 21, 2016, by and between Twinlab Consolidated Holdings, Inc. and Golisano Holdings LLC. (29)
10.138	Amendment No. 2 to Unsecured Promissory Note, dated as of July 21, 2016, by and between Twinlab Consolidated Holdings, Inc. and Golisano Holdings LLC. (29)
10.139	Amendment No. 3 to Unsecured Promissory Note, dated as of July 21, 2016, by and between Twinlab Consolidated Holdings, Inc. and GREAT HARBOR CAPITAL, LLC. (29)
10.140	Amendment No. 2 to Unsecured Promissory Note, dated as of July 21, 2016, by and between Twinlab Consolidated Holdings, Inc. and GREAT HARBOR CAPITAL, LLC. (29)
10.141	Amendment No. 1 to Unsecured Promissory Note, dated as of July 21, 2016, by and between Twinlab Consolidated Holdings, Inc. and JL-Utah Sub, LLC. (29)
10.142	Amendment No. 10 to Credit and Security Agreement, dated as of April 5, 2016, by and among Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, NutraScience Labs, Inc., NutraScience Labs IP Corporation, Organic Holdings LLC, Reserve Life Organics, LLC, Resvitale, LLC, Re-Body, LLC, Innovitamin Organics, LLC, Organics Management LLC, Cocoawell, LLC, Fembody, LLC, Reserve Life Nutrition, L.L.C., Innovita Specialty Distribution, LLC and Joie Essance, LLC and MidCap Funding X Trust. (30)
10.143	Ninth Amendment to Note and Warrant Purchase Agreement, dated as of April 5, 2016, by and between Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, NutraScience Labs, Inc., NutraScience Labs IP Corporation, Organic Holdings LLC, Reserve Life Organics, LLC, Resvitale, LLC, Re-Body, LLC, Innovitamin Organics, LLC, Organics Management LLC, Cocoawell, LLC, Fembody, LLC, Reserve Life Nutrition, L.L.C., Innovita Speciality Distribution, LLC, and Joie Essance, LLC and Penta Mezzanine SBIC Fund I, L.P. (30)
10.144	Eighth Amendment to Note and Warrant Purchase Agreement, dated as of April 5, 2016, by and between Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, NutraScience Labs, Inc., NutraScience Labs IP Corporation, Organic Holdings LLC, Reserve Life Organics, LLC, Resvitale, LLC, Re-Body, LLC, Innovitamin Organics, LLC, Organics Management LLC, Cocoawell, LLC, Fembody, LLC, Reserve Life Nutrition, L.L.C., Innovita Speciality Distribution, LLC, and Joie Essance, LLC and JL-Mezz Utah LLC (f/k/a JL-BBNC Mezz Utah, LLC). (30)
10.145	Amendment No. 11 to Credit and Security Agreement, dated as of September 2, 2016, by and among Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, NutraScience Labs, Inc., NutraScience Labs IP Corporation, Organic Holdings LLC, Reserve Life Organics, LLC, Resvitale, LLC, Re-Body, LLC, Innovitamin Organics, LLC, Organics Management LLC, Cocoawell, LLC, Fembody, LLC, Reserve Life Nutrition, L.L.C., Innovita Specialty Distribution, LLC and Joie Essance, LLC and MidCap Funding X Trust. (31)
10.146	Employment Agreement by and between the Company and Naomi L. Whittel dated September 21, 2016 and made effective as of March 16, 2016 (32) *
10.147	First Amendment to Lease Agreement, made as of November 18, 2016, by and between First Central Tower, Limited Partnership and Twinlab Consolidation Corporation and Twinlab Consolidated Holdings, Inc. (33)
10.148	Agreement of Sublease, dated as of December 1, 2016, by and among Twinlab Consolidated Holdings, Inc. and Twinlab Consolidation Corporation and Powerchord, Inc. (34)
10.149	Lease Agreement, dated as of December 15, 2016, by and between Boca T-Rex Borrower, LLC and Twinlab Consolidation Corporation.  (35)

33

10.150	Basic Lease Information Rider, dated December 15, 2016, between Boca T-Rex Borrower, LLC and Twinlab Consolidation Corporation. (36)
10.151	Unsecured Promissory Note, dated December 30, 2016, issued by Twinlab Consolidated Holdings, Inc. in favor of Golisano Holdings LLC. (37)
10.152	Warrant, dated December 30, 2016, by and between Twinlab Consolidated Holdings, Inc. and Golisano Holdings LLC. (38)
10.153	Unsecured Promissory Note, dated December 30, 2016, issued by Twinlab Consolidated Holdings, Inc. in favor of Great Harbor, LLC. (39)
10.154	Warrant, dated December 30, 2016, by and between Twinlab Consolidated Holdings, Inc. and Great Harbor, LLC. (40)
10.155	Amendment No. 4 to Unsecured Promissory Note, dated as of December 30, 2016, by and between Twinlab Consolidated Holdings, Inc. and Golisano Holdings LLC. (41)
10.156	Amendment No. 3 to Unsecured Promissory Note, dated as of December 30, 2016, by and between Twinlab Consolidated Holdings, Inc. and Golisano Holdings LLC. (42)
10.157	Amendment No. 1 to Unsecured Delayed Draw Promissory Note, dated as of December 30, 2016, by and between Twinlab Consolidated Holdings, Inc. and Golisano Holdings LLC. (43)
10.158	Amendment No. 3 to Unsecured Promissory Note, dated as December 30, 2016, by and between Twinlab Consolidated Holdings, Inc. and GREAT HARBOR CAPITAL, LLC. (44)
10.159	Amendment No. 4 to Unsecured Promissory Note, dated as December 30, 2016, by and between Twinlab Consolidated Holdings, Inc. and GREAT HARBOR CAPITAL, LLC. (45)
10.160	Amendment No. 1 to Unsecured Delayed Draw Promissory Note, dated as of December 30, 2016, by and between Twinlab Consolidated Holdings, Inc. and LITTLE HARBOR CAPITAL, LLC. (46)
10.161	Amendment No. 2 to Unsecured Promissory Note, dated as of December 30, 2016, by and between Twinlab Consolidated Holdings, Inc. and JL-Utah Sub, LLC. (47)
10.162	Unsecured Promissory Note, dated as of March 14, 2017, issued by Twinlab Consolidated Holdings, Inc. in favor of  Golisano Holdings LLC. (48)
10.163	Warrant, dated March 14, 2017, by and between Twinlab Consolidated Holdings, Inc. and Golisano Holdings LLC. (49)
10.164	Employment Agreement between Twinlab Consolidated Holdings, Inc. and Alan S. Gever, dated March 21, 2017 (50) *
10.165	Settlement Agreement, dated June 2, 2017, by and among Twinlab Consolidated Corporation, Twinlab Consolidated Holdings, Inc., Nutrascience Labs, Inc., 2014 Huntington Holdings, LLC, Carolyn Holdings, LLC, NCL Holing Company, LLC and Vitacap Labs, LLC (51)
10.166	Unsecured Promissory Note, dated June 2, 2017, issued by Twinlab Consolidated Holdings, Inc. in favor of 2014 Huntington Holdings, LLC. (51)
10.167	Subordination Agreement, dated June 2, 2017, by and among 2014 Huntington Holdings, LLC, Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, Nutrascience Labs, Inc., Nutrascience Labs IP Corporation, Organic Holdings LLC, Reserve Life Organics, LLC, Resvitale, LLC, Re-Body, LLC, Innovitamin Organics, LLC, Organics Management LLC, Cocoawell, LLC, Fembody, LLC, Reserve Life Nutrition, L.L.C., Innovita Specialty Distribution, LLC, Joie Essance, LLC, and Midcap Funding X Trust. (51)
10.168	Agreement of Lease, dated June 2, 2017, between Carolyn Holdings, LLC and Twinlab Consolidated Holdings, Inc. (51)
10.169	Rider to the Lease, dated June 2, 2017, by and between Carolyn Holdings, LLC and Twinlab Consolidated Holdings, Inc. (51)
10.170	Landlord’s Agreement, dated June 2, 2017, by and among Carolyn Holdings LLC, Twinlab Consolidated Holdings, Inc. and Midcap Funding X Trust. (51)
10.171	Secured Promissory Note, dated August 30, 2017, issued by Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, Nutrascience Labs, Inc., Nutrascience Labs IP Corporation, Organic Holdings LLC, Reserve Life Organics, LLC, Resvitale, LLC, Re-Body, LLC, Innovitamin Organics, LLC, Organics Management LLC, Cocoawell, LLC, Fembody, LLC, Reserve Life Nutrition, LLC, Innovita Specialty Distribution LLC, and Joie Essance, LLC in favor of Great Harbor Capital, LLC (52)
10.172	Warrant, dated August 30, 2017, by and between Twinlab Consolidated Holdings, Inc. and Great Harbor Capital, LLC (52)
10.173	Amendment No. 13 to Credit and Security Agreement and Limited Consent, dated as of August 30, 2017, by and among Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, NutraScience Labs, Inc., NutraScience Labs IP Corporation, Organic Holdings LLC, Reserve Life Organics, LLC, Resvitale, LLC, Re-Body, LLC, Innovitamin Organics, LLC, Organics Management LLC, Cocoawell, LLC, Fembody, LLC, Reserve Life Nutrition, L.L.C., Innovita Specialty Distribution, LLC, Joie Essance, LLC and MidCap Funding X Trust. (52)
10.174	Amendment No. 14 to Credit and Security Agreement and Limited Waiver, dated as of March 22, 2018 by and among Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, NutraScience Labs, Inc., NutraScience Labs IP Corporation, Organic Holdings LLC, Reserve Life Organics, LLC, Resvitale, LLC, Re-Body, LLC, Innovitamin Organics, LLC, Organics Management LLC, Cocoawell, LLC, Fembody, LLC, Reserve Life Nutrition, L.L.C., Innovita Specialty Distribution, LLC, Joie Essance, LLC and MidCap Funding X Trust. (53)
10.175	Agreement for Equity in Exchange for Services, dated as of December 27, 2017, by and between Platinum Advisory Services LLC and Twinlab Consolidated Holdings, Inc. (Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment). **

14.1	Code of Ethics.**
21.1	Subsidiaries of the Company.**
23.1	Consent of Tanner LLC.**
31.1	Rule 13a-14(a)/15d-14(a) Certification.**
31.2	Rule 13a-14(a)/15d-14(a) Certification. **
32.1	Certification Pursuant to 18 U.S.C. Section 1350. **
32.2	Certification Pursuant to 18 U.S.C. Section 1350. **
101.INS	XBRL Instance.
101.SCH	XBRL Taxonomy Extension Schema.
101.CAL	XBRL Taxonomy Extension Calculation.
101.DEF	XBRL Taxonomy Extension Definition.
101.LAB	XBRL Taxonomy Extension Label.
101.PRE	XRRL Taxonomy Extension Presentation

(1)	Incorporated by reference from the Company’s Current Report on Form 8-K filed on September 4, 2014.
(2)	Incorporated by reference from the Company’s Current Report on Form 8-K filed on September 17, 2014.
(3)	Incorporated by reference from the Company’s Registration Statement on Form S-1 (Reg. No. 333-193101) filed on December 27, 2013.
(4)	Incorporated by reference from the Company’s Current Report on Form 8-K filed on August 8, 2014.
(5)	Incorporated by reference from the Company’s Current Report on Form 8-K filed on August 29, 2014.
(6)	Incorporated by reference from the Company’s Current Report on Form 8-K filed on September 22, 2014.
(7)	Incorporated by reference from the Company’s Current Report on Form 8-K filed on October 6, 2014.

34

(8)	Incorporated by reference from the Company’s Current Report on Form 8-K filed on November 18, 2014.
(9)	Incorporated by reference from the Company’s Current Report on Form 8-K filed on December 5, 2014.
(10)	Incorporated by reference from the Company’s Current Report on Form 8-K filed on December 16, 2014.
(11)	Incorporated by reference from the Company’s Current Report on Form 8-K filed on January 28, 2015
(12)	Incorporated by reference from the Company’s Current Report on Form 8-K filed on February 5, 2015.
(13)	Incorporated by reference from the Company’s Current Report on Form 8-K filed on February 9, 2015.
(14)	Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015 and filed on May 14, 2015.
(15)	Incorporated by reference from the Company’s Current Report on Form 8-K filed on May 6, 2015.
(16)	Incorporated by reference from the Company’s Current Report on Form 8-K filed on June 3, 2015.
(17)	Incorporated by reference from the Company’s Current Report on Form 8-K filed on June 8, 2015.
(18)	Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 7, 2015.
(19)	Incorporated by reference from the Company’s Current Report on Form 8-K filed on August 20, 2015.
(20)	Incorporated by reference from the Company’s Current Report on Form 8-K filed on September 15, 2015.
(21)	Incorporated by reference from the Company’s Current Report on Form 8-K filed on October 7, 2015.
(22)	Incorporated by reference from the Company’s Current Report on Form 8-K filed on October 8, 2015.
(23)	Incorporated by reference from the Company’s Current Report on Form 8-K filed on October 27, 2015.
(24)	Incorporated by reference from the Company’s Current Report on Form 8-K filed on February 3, 2016.
(25)	Incorporated by reference from the Company’s Current Report on Form 8-K filed on March 25, 2016.
(26)	Incorporated by reference from the Company’s Current Report on Form 8-K filed on March 29, 2016.
(27)	Incorporated by reference from the Company’s Current Report on Form 8-K filed on April 11, 2016.
(28)	Incorporated by reference from the Company’s Current Report on Form 8-K filed on September 12, 2014.
(29)	Incorporated by reference from the Company's Current Report on Form 8-K filed on July 27, 2016.
(30)	Incorporated by reference from the Company's Current Report on Form 8-K filed on August 16, 2016.
(31)	Incorporated by reference from the Company's Current Report on Form 8-K filed on September 7, 2016 .
(32)	Incorporated by reference from the Company's Current Report on Form 8-K filed on September 26, 2016.
(33)	Incorporated by reference from the Company's Current Report on Form 8-K filed on December  6, 2016 (filed as Exhibit 10.1 therein).
(34)	Incorporated by reference from the Company's Current Report on Form 8-K filed on December  6, 2016 (filed as Exhibit 10.2 therein).
(35)	Incorporated by reference from the Company's Current Report on Form 8-K filed on December  16, 2016 (filed as Exhibit 10.1 therein).
(36)	Incorporated by reference from the Company's Current Report on Form 8-K filed on December  16, 2016 (filed as Exhibit 10.2 therein).
(37)	Incorporated by reference from the Company's Current Report on Form 8-K filed on January 6, 2017 (filed as Exhibit 10.144 therein).
(38)	Incorporated by reference from the Company's Current Report on Form 8-K filed on January 6, 2017 (filed as Exhibit 10.145 therein).
(39)	Incorporated by reference from the Company's Current Report on Form 8-K filed on January 6, 2017 (filed as Exhibit 10.146 therein).
(40)	Incorporated by reference from the Company's Current Report on Form 8-K filed on January 6, 2017 (filed as Exhibit 10.147 therein).
(41)	Incorporated by reference from the Company's Current Report on Form 8-K filed on January 6, 2017 (filed as Exhibit 10.148 therein).
(42)	Incorporated by reference from the Company's Current Report on Form 8-K filed on January 6, 2017 (filed as Exhibit 10.149 therein).
(43)	Incorporated by reference from the Company's Current Report on Form 8-K filed on January 6, 2017 (filed as Exhibit 10.150 therein).
(44)	Incorporated by reference from the Company's Current Report on Form 8-K filed on January 6, 2017 (filed as Exhibit 10.151 therein).
(45)	Incorporated by reference from the Company's Current Report on Form 8-K filed on January 6, 2017 (filed as Exhibit 10.152 therein).
(46)	Incorporated by reference from the Company's Current Report on Form 8-K filed on January 6, 2017 (filed as Exhibit 10.153 therein).
(47)	Incorporated by reference from the Company's Current Report on Form 8-K filed on January 6, 2017 (filed as Exhibit 10.154 therein).
(48)	Incorporated by reference from the Company's Current Report on Form 8-K filed on March 17, 2017 (filed as Exhibit 10.146 therein).
(49)	Incorporated by reference from the Company's Current Report on Form 8-K filed on March 17, 2017 (filed as Exhibit 10.147 therein).
(50)	Incorporated by reference from the Company's Current Report on Form 8-K filed on March 27, 2017 (filed as Exhibit 10.1 therein).
(51)	Incorporated by reference from the Company's Current Report on Form 8-K filed on June 8, 2017.
(52)	Incorporated by reference from the Company's Current Report on Form 8-K filed on September 6, 2017.
(53)	Incorporated by reference from the Company's Current Report on Form 8-K filed on March 29, 2018.

* Management contract or compensatory plan, contract or agreement as defined in Item 402(a)(3) of Regulation S-K

**Filed herewith.

Item 16.     Form 10-K Summary.

None.

35

SIGNATURES

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

	TWINLAB CONSOLIDATED HOLDINGS, INC.
Date: April 2, 2018	By:	/s/ Naomi L. Whittel
		Naomi L. Whittel
		Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURES	TITLE	DATE
/s/ Naomi L. Whittel	Chief Executive Officer	April 2, 2018
Naomi L. Whittel	and Director (Principal Executive Officer)
/s/ Alan S. Gever	Chief Financial Officer and Chief Operating Officer	April 2, 2018
Alan S. Gever	(Principal Financial Officer)
/s/ Mark J. Bugge	Director	April 2, 2018
Mark J. Bugge
/s/ Seth Ellis	Director	April 2, 2018
Seth Ellis
/s/ B. Thomas Golisano	Director	April 2, 2018
B. Thomas Golisano
/s/ David Still	Director	April 2, 2018
David Still
/s/ David L. Van Andel	Director	April 2, 2018
David L. Van Andel

36

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Twinlab Consolidated Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Twinlab Consolidated Holdings, Inc. and subsidiaries (collectively, the Company) as of December 31, 2017 and 2016, and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2017 and the related notes and schedules (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2017 and 2016, and the consolidated results of their operations and their cash flows for each of the years in the two-year period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.

Other Matter

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2, the Company has negative working capital, has incurred operating losses and negative cash flows from operating activities, and has an accumulated deficit.  These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, due to error or fraud, and performing procedures that respond to those risks.  Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.  Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company’s auditors since 2014.

/s/ Tanner LLC

Salt Lake City, Utah

April 2, 2018

37

TWINLAB CONSOLIDATED HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

	December 31,			December 31,
	2017			2016
ASSETS
Current assets:
Cash	$	1,350		$	5,097
Accounts receivable, net of allowance of $2,534 and $2,365, respectively		6,528			7,768
Inventories, net		17,168			17,601
Prepaid expenses and other current assets		2,256			2,870
Total current assets		27,302			33,336
Property and equipment, net		3,169			3,528
Intangible assets, net		23,063			30,197
Goodwill		17,797			24,098
Other assets		1,762			1,667
Total assets	$	73,093		$	92,826
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	10,146		$	7,866
Accrued expenses and other current liabilities		10,336			11,434
Derivative liabilities		6,791			6,455
Notes payable and current portion of long-term debt, net of discount of $3,451 and $2,297, respectively		68,093			11,631
Total current liabilities		95,366			37,386
Long-term liabilities:
Deferred gain on sale of assets		1,565			1,727
Deferred tax liability		-			959
Notes payable and long-term debt, net of current portion and discount of $0 and $3,451, respectively		3,383			50,988
Total long-term liabilities		4,948			53,674
Total liabilities		100,314			91,060
Commitments and contingencies
Stockholders’ equity (deficit):
Preferred stock, $0.001 par value, 500,000,000 shares authorized, no shares issued and outstanding		-			-
Common stock, $0.001 par value, 5,000,000,000 shares authorized, 388,081,117 and 387,730,078 shares issued, respectively		388			388
Additional paid-in capital		226,884			226,380
Stock subscriptions receivable		(30	)		(30	)
Treasury stock, 134,806,051 and 134,163,685 shares at cost, respectively		(500	)		(500	)
Accumulated deficit		(253,963	)		(224,472	)
Total stockholders’ equity (deficit)		(27,221	)		1,766
Total liabilities and stockholders' equity (deficit)	$	73,093		$	92,826

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

38

TWINLAB CONSOLIDATED HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

	For the Years Ended
	December 31,
	2017			2016
Net sales	$	85,501		$	86,323
Cost of sales		66,488			65,230
Gross profit		19,013			21,093
Selling, general and administrative expenses		29,032			33,452
Impairment of goodwill and intangible assets		11,106			-
Loss from operations		(21,125	)		(12,359	)
Other income (expense):
Interest expense, net		(8,934	)		(8,848	)
Loss on stock purchase guarantee		-			(3,210	)
Gain (loss) on change in derivative liabilities		(336	)		24,661
Other income (expense), net		(39	)		31
Total other income (expense)		(9,309	)		12,634
Income (loss) before income taxes		(30,434	)		275
Benefit (provision) for income taxes		943			(959	)
Total net loss	$	(29,491	)	$	(684	)
Weighted average number of common shares outstanding – basic		252,943,406			261,726,723
Net loss per common share – basic	$	(0.12	)	$	(0.00	)
Weighted average number of common shares outstanding – diluted		252,943,406			273,187,511
Net loss per common share – diluted	$	(0.12	)	$	(0.09	)

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

39

TWINLAB CONSOLIDATED HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

YEARS ENDED DECEMBER 31, 2017 AND 2016

	Common Stock				Additional Paid-in			Stock Subscriptions			Treasury Stock					Accumulated
Description	Shares		Amount		Capital			Receivable			Shares		Amount			Deficit			Total
Balance, December 31, 2015		382,210,052	$	382	$	223,165		$	(30	)		86,505,916	$	-		$	(223,788	)	$	(271	)
Issuance of common stock for:
Cash		3,000,000		3		-			-			-		-			-			3
Exercise of warrants for cash		1,697,136		2		(1	)		-			-		-			-			1
Issuance of warrants for:
Derivative liabilities		-		-		1,975			-			-		-			-			1,975
Issuance of put option for derivative liability		-		-		(3	)		-			-		-			-			(3	)
Stock-based compensation		-		-		1,244			-			-		-			-			1,244
Settlement of vested RSU shares to employees		822,890		1		-			-			-		-			-			1
Purchase of treasury shares		-		-		-			-			47,657,769		(500	)		-			(500	)
Net loss		-		-		-			-			-		-			(684	)		(684	)
Balance, December 31, 2016		387,730,078	$	388	$	226,380		$	(30	)		134,163,685	$	(500	)	$	(224,472	)	$	1,766
Stock-based compensation		351,039		-		504			-			-		-			-			504
Purchase of treasury shares		-		-		-			-			642,366		-			-			-
Net loss		-		-		-			-			-		-			(29,491	)		(29,491	)
Balance, December 31, 2017		388,081,117	$	388	$	226,884		$	(30	)		134,806,051	$	(500	)	$	(253,963	)	$	(27,221	)

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

40

TWINLAB CONSOLIDATED HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(AMOUNTS IN THOUSANDS)

	For the Years Ended
	December 31,
	2017			2016
Cash flows from operating activities:
Net loss	$	(29,491	)	$	(684	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		3,170			3,008
Amortization of debt discount		2,419			3,472
Stock-based compensation		504			1,244
Provision (benefit) for obsolete inventory		442			(174	)
Provision (recovery) for losses on accounts receivable		152			(481	)
Loss on stock purchase price guarantee		-			3,210
Impairment of goodwill and intangible assets		11,106			-
(Gain) loss on change in derivative liabilities		336			(24,661	)
Deferred income taxes		(959	)		959
Other non-cash items		(162	)		(162	)
Changes in operating assets and liabilities:
Accounts receivable		1,088			594
Inventories		(9	)		(3,699	)
Prepaid expenses and other current assets		614			(1,288	)
Other assets		(95	)		(191	)
Accounts payable		2,280			(8,888	)
Accrued expenses and other current liabilities		2,102			2,411
Net cash used in operating activities		(6,503	)		(25,330	)
Cash flows from investing activities:
Purchase of property and equipment		(152	)		(120	)
Net cash used in investing activities		(152	)		(120	)
Cash flows from financing activities:
Proceeds from the issuance of debt		6,267			29,270
Repayment of debt		(2,119	)		(3,442	)
Net (repayment) borrowings from revolving credit facility		(1,240	)		3,479
Net cash provided by financing activities		2,908			29,307
Net increase (decrease) in cash		(3,747	)		3,857
Cash at the beginning of the period		5,097			1,240
Cash at the end of the period	$	1,350		$	5,097

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

41

TWINLAB CONSOLIDATED HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(AMOUNTS IN THOUSANDS) - Continued

	For the Years Ended
	December 31,
	2017		2016
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	3,038	$	5,376
Cash paid for income taxes		-		27
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING TRANSACTIONS:
Decrease in derivative liabilities and increase in common stock and additional paid-in capital on exercise of warrants	$	-	$	1,975
Issuance of other liability for purchase of treasury shares		-		500
Accrued liability settled through the issuance of long-term debt		3,200		-
Property and equipment acquired through the issuance of capital leases		330		415

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

42

TWINLAB CONSOLIDATED HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Twinlab Consolidated Holdings, Inc. (the “Company”, “Twinlab,” “we,” “our” and “us”) was incorporated on October 24, 2013 under the laws of the State of Nevada as Mirror Me, Inc. On August 7, 2014, we amended our articles of incorporation and changed our name to Twinlab Consolidated Holdings, Inc.

Nature of Operations

We are an integrated manufacturer, marketer, distributor and retailer of branded nutritional supplements and other natural products sold to and through domestic health and natural food stores, mass market retailers, specialty stores retailers, on-line retailers and websites. Internationally, we market and distribute branded nutritional supplements and other natural products to and through health and natural product distributors and retailers.

Our products include vitamins, minerals, specialty supplements and sports nutrition products sold under the Twinlab® brand name (including the Twinlab® Fuel brand of sports nutrition products); a market leader in the healthy aging and beauty from within categories sold under the Reserveage™ Nutrition and ResVitale® brand names; diet and energy products sold under the Metabolife® brand name; the Re-Body® brand name; and a full line of herbal teas sold under the Alvita® brand name. To accommodate consumer preferences, our products come in various formulations and delivery forms, including capsules, tablets, softgels, chewables, liquids, sprays and powders. These products are sold primarily through health and natural food stores and on-line retailers, supermarkets, and mass-market retailers.

We also perform contract manufacturing services for private label products.  Our contract manufacturing business involves the manufacture of custom products to the specifications of a customer who requires finished product under the customer’s own brand name.  We do not market these private label products as our business is to manufacture and sell the products to the customer, who then markets and sells the products to retailers or end consumers.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from those estimates. Significant management estimates include those with respect to returns and allowances, allowance for doubtful accounts, reserves for inventory obsolescence, the recoverability of long-lived assets, intangibles and goodwill and the estimated value of warrants and derivative liabilities.

Revenue Recognition

Revenue from product sales, net of estimated returns and allowances, is recognized when evidence of an arrangement is in place, related prices are fixed and determinable, contractual obligations have been satisfied, title and risk of loss have been transferred to the customer and collection of the resulting receivable is reasonably assured. Shipping terms are generally freight on board shipping point. We sell predominately in the North American and European markets, with international sales transacted in U.S. dollars.

Fair Value of Financial Instruments

We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1 – inputs are quoted prices in active markets for identical assets that the reporting entity has the ability to access at the measurement date.

43

Level 2 – inputs are other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly.

Level 3 – inputs are unobservable inputs for the asset that are supported by little or no market activity and that are significant to the fair value of the underlying asset or liability.

The following table summarizes our financial instruments that are measured at fair value on a recurring basis as of December 31, 2017 and 2016:

December 31, 2017	Total		Level 1		Level 2		Level 3
Derivative liabilities	$	6,791	$	-	$	-	$	6,791

December 31, 2016	Total		Level 1		Level 2		Level 3
Derivative liabilities	$	6,455	$	-	$	-	$	6,455

Accounts Receivable and Allowances

We grant credit to customers and generally do not require collateral or other security. We perform credit evaluations of our customers and provide for expected claims related to promotional items; customer discounts; shipping shortages; damages; and doubtful accounts based upon historical bad debt and claims experience. As of December 31, 2017, total allowances amounted to $2,534, of which $329 was related to doubtful accounts receivable. As of December 31, 2016, total allowances amounted to $2,365, of which $481 was related to doubtful accounts receivable.

Inventories

Inventories are stated at the lower of cost or net realizable value and are reduced by an estimated reserve for obsolete inventory.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation, including amounts amortized under capital leases, is calculated on the straight-line method over the estimated useful lives of the related assets, which are 7 to 10 years for machinery and equipment, 8 years for furniture and fixtures and 3 years for computers. Leasehold improvements are amortized over the shorter of the useful life of the asset or the term of the lease.

Normal repairs and maintenance are expensed as incurred. When assets are retired or otherwise disposed of, the related cost and accumulated depreciation or amortization is removed from the accounts and any gain or loss is included in the results of operations.

Intangible Assets

Intangible assets consist primarily of trademarks and customer relationships, which are amortized on a straight-line basis over their estimated useful lives ranging from 3 to 30 years. The valuation and classification of these assets and the assignment of amortizable lives involve significant judgment and the use of estimates.

We believe that our long-term growth strategy supports our fair value conclusions. For intangible assets, the recoverability of these amounts is dependent upon achievement of our projections and the execution of key initiatives related to revenue growth and improved profitability.

44

Goodwill

Goodwill is not subject to amortization, but is reviewed for impairment annually, or more frequently whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. An impairment charge would be recorded to the extent the carrying value of goodwill exceeds its estimated fair value. The testing of goodwill under established guidelines for impairment requires significant use of judgment and assumptions. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations.

Impairment of Long-Lived Assets

Long-lived assets, including intangible assets subject to amortization, are reviewed for impairment when changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the carrying amount of the asset exceeds the expected undiscounted cash flows of the asset, an impairment charge is recognized equal to the amount by which the carrying amount exceeds fair value. The testing of these intangibles under established guidelines for impairment requires significant use of judgment and assumptions. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations.

Indefinite-Lived Intangible Assets

Indefinite-lived intangible assets relating to the asset acquisition of Organic Holdings, LLC (“Organic Holdings”), a market leader in the healthy aging and beauty from within categories and owner of the award-winning Reserveage™ Nutrition brand, are determined to have an indefinite useful economic life and as such are not amortized. Indefinite-lived intangible assets are tested for impairment annually which consists of a comparison of the fair value of the asset with its carrying value. The total indefinite-lived intangible assets as of December 31, 2017 and 2016 was $4,346 and $5,900, respectively. An impairment of $1,554 and $0 was recorded in the years ended December 31, 2017 and 2016, respectively (see Note 5).

Shipping and Handling Costs

Shipping and handling fees when billed to customers are included as a component of net sales. The total costs associated with shipping and handling are included as a component of cost of sales and totaled $3,521 and $3,335 in 2017 and 2016, respectively.

Advertising and Promotion Costs

We advertise our branded products through national and regional media and through cooperative advertising programs with customers. Costs for cooperative advertising programs are expensed as earned by customers and recorded in selling, general and administrative expenses. Our advertising expenses were $4,577 and $3,161 in 2017 and 2016, respectively. Customers are also offered in-store promotional allowances and certain products are also promoted with direct to consumer rebate programs. Costs for these promotional programs are recorded as incurred as a reduction to net sales.

Research and Development Costs

Research and development costs are expensed as incurred and totaled $1,377 and $1,226 in 2017 and 2016, respectively.

Income Taxes

We use the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income tax assets and liabilities are recognized for the future income tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases and operating loss and income tax credit carry-forwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in income tax rates is recongnized in the period that includes the enactment date.

45

Value of Warrants Issued with Debt

We estimate the grant date value of certain warrants issued with debt, a valuation method, such as the Black-Scholes option pricing model, or, if the terms are more complex, using an outside professional valuation firm, which uses the Monte Carlo option lattice model.  We record the amounts as interest expense or debt discount, depending on the terms of the agreement. These estimates involve multiple inputs and assumptions, including the market price of the Company’s common stock, stock price volatility and other assumptions to project earnings before interest, taxes, depreciation and amortization (“EBITDA”) and other reset events. These inputs and assumptions are subject to management’s judgment and can vary materially from period to period.

Derivative Liabilities

We have recorded certain warrants as derivative liabilities at estimated fair value, as determined based on our use of an outside professional valuation firm, due to the variable terms of the warrant agreements. The value of the derivative liabilities is generally estimated using the Monte Carlo option lattice model with multiple inputs and assumptions, including the market price of the Company’s common stock, stock price volatility and other assumptions to project EBITDA and other reset events. These inputs and assumptions are subject to management’s judgment and can vary materially from period to period.

Deferred gain on sale of assets

We entered into a sale-leaseback arrangement relating to our office facilities in 2013. Under the terms of the arrangement, we sold an office building and surrounding land and then leased the property back under a 15-year operating lease. We recorded a deferred gain for the amount of the gain on the sale of the asset, to be recognized as a reduction of rent expense over the life of the lease. Accordingly, we recorded amortization of deferred gain as a reduction of rental expense of $162 for 2017 and 2016. As of December 31, 2017 and 2016, unamortized deferred gain on sale of assets was $1,565 and $1,727, respectively.

Net Loss per Common Share

Basic net income or loss per common share (Basic EPS) is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted net income or loss per common share (Diluted EPS) is computed by dividing net income or loss by the sum of the weighted average number of common shares outstanding and the dilutive potential common shares then outstanding. Potential dilutive common share equivalents consist of total shares issuable upon the exercise of outstanding stock options and warrants to acquire common stock using the treasury stock method and the average market price per share during the period.

46

The common shares used in the computation of our basic and diluted net loss per share are reconciled as follows:

	For the Year Ended
	December 31,
	2017			2016
Numerator:
Net loss	$	(29,491	)	$	(684	)
Effect of dilutive securities on net loss:
Common stock warrants		-			(24,661	)
Total net loss for purpose of calculating diluted net loss per common share	$	(29,491	)	$	(25,345	)
Number of shares used in per common share calculations:
Total shares for purposes of calculating basic net loss per common share		252,943,406			261,726,723
Weighted-average effect of dilutive securities:
Common stock warrants		-			11,460,788
Total shares for purpose of calculating diluted net loss per common share		252,943,406			273,187,511
Net loss per common share:
Basic	$	(0.12	)	$	(0.00	)
Diluted	$	(0.12	)	$	(0.09	)

Significant Concentration of Credit Risk

Sales to our top three customers aggregated to approximately 30% and 27% of total consolidated sales in 2017 and 2016, respectively. Sales to one of those customers were approximately 12% of total sales in 2017 and 2016.  Accounts receivable from these customers were approximately 36% and 29% of total accounts receivable as of December 31, 2017 and 2016, respectively. Our major vendors accounted for 16% and 14% of purchases for the year ended December 31, 2017, respectively.

Recent Accounting Pronouncements

In May 2017, FASB amended its guidance regarding the scope of modification accounting for share-based compensation arrangements. The amendments provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. For public entities, the amendments in this update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. The amendments in this update should be applied prospectively to an award modified on or after the adoption date. We do not expect the new guidance to have a significant impact on our consolidated financial statements or related disclosures.

In January 2017, FASB issued ASU No. 2017-04, “Simplifying the Test for Goodwill Impairment (Topic 350)” which removes Step 2 of the goodwill impairment test that requires a hypothetical purchase price allocation.  A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.  The amendments in this ASU are effective for fiscal years beginning after December 15, 2019.  Early adoption is permitted after January 1, 2017.  We do not expect the new guidance to have a significant impact on our consolidated financial statements or related disclosures.

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In February 2016, FASB issued ASU No. 2016-02, “Leases (Topic 842)”, which requires companies to recognize all leases as assets and liabilities on the consolidated balance sheet. This ASU retains a distinction between finance leases and operating leases, and the classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the current accounting literature. The result of retaining a distinction between finance leases and operating leases is that under the lessee accounting model in Topic 842, the effect of leases in a consolidated statement of comprehensive income and a consolidated statement of cash flows is largely unchanged from previous GAAP. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Earlier application is permitted. The Company is currently evaluating the impact that the adoption of this ASU will have on its Consolidated Financial Statements.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”. ASU 2014-09 amends the guidance for revenue recognition to replace numerous, industry-specific requirements and converges areas under this topic with those of the International Financial Reporting Standards. The ASU implements a five-step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. Other major provisions include the capitalization and amortization of certain contract costs, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016; however, in July 2015, the FASB agreed to delay the effective date by one year. The proposed deferral may permit early adoption, but would not allow adoption any earlier than the original effective date of the standard. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Our status as an emerging growth company allows us to defer the adoption until the year (and interim periods therein) beginning January 1, 2019. We have chose to delay our adoption until January 1, 2019.

Although there are several other new accounting pronouncements issued or proposed by FASB, which we have adopted or will adopt, as applicable, we do not believe any of these accounting pronouncements has had or will have a material impact on our consolidated financial position or results of operations.

NOTE 2 – GOING CONCERN

The accompanying consolidated financial statements have been prepared on a going concern basis, which assumes continuity of operations and realization of assets and liabilities in the ordinary course of business. In most periods since our formation, we have generated losses from operations. At December 31, 2017, we had an accumulated deficit of $253,963. Historical losses are primarily attributable to lower than planned sales resulting from low fill rates on demand due to limitations of our working capital, delayed product introductions and postponed marketing activities, merger-related and other restructuring costs, and interest and refinancing charges associated with our debt refinancing. Losses have been funded primarily through issuance of common stock and third-party or related party debt.

Because of our history of operating losses, increase in debt, and the recording of significant derivative liabilities, we have a working capital deficiency of $68,064 at December 31, 2017.  We also have $68,093 of debt, net of discount, which could be due within the next 12 months. These continuing conditions, among others, raise substantial doubt about our ability to continue as a going concern.

Management has addressed operating issues through the following actions: focusing on growing the core business and brands; continuing emphasis on major customers and key products; reducing manufacturing and operating costs and continuing to negotiate lower prices from major suppliers.  We believe that we will need additional capital to execute our business plan. If additional funding is required, there can be no assurance that sources of funding will be available when needed on acceptable terms or at all.

NOTE 3 – INVENTORIES

Inventories consisted of the following at:

	December 31,			December 31,
	2017			2016
Raw materials	$	5,347		$	4,912
Work in process		1,965			1,189
Finished goods		12,236			13,438
		19,548			19,539
Reserve for obsolete inventory		(2,380	)		(1,938	)
		17,168		$	17,601

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NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at:

	December 31,			December 31,
	2017			2016
Machinery and equipment	$	12,156		$	12,156
Computers and other		9,589			9,119
Aquifer		482			482
Leasehold improvements		1,530			1,518
		23,757			23,275
Accumulated depreciation and amortization		(20,588	)		(19,747	)
	$	3,169		$	3,528

Assets held under capital leases are included in machinery and equipment and amounted to $777 and $1,142 as of December 31, 2017 and 2016, respectively.

Depreciation and amortization expense totaled $841 and $794 in 2017 and 2016, respectively.

NOTE 5 – INTANGIBLE ASSETS AND GOODWILL

Intangible assets consisted of the following at:

	December 31,			December 31,
	2017			2016
Trademarks	$	8,915		$	12,166
Indefinite-lived intangible assets		4,346			5,900
Customer relationships		19,110			19,110
Other		753			753
		33,124			37,929
Accumulated amortization		(10,061	)		(7,732	)
	$	23,063		$	30,197

Trademarks are amortized over periods ranging from 3 to 30 years, customer relationships are amortized over periods ranging from 15 to 16 years, and other intangible assets are amortized over 3 years. Amortization expense was $2,329 and $2,214 for 2017 and 2016, respectively.

In December 2017, we completed our annual impairment test of goodwill and intangible assets and recognized impairment charges. During the fourth quarter of fiscal 2017, management updated the fiscal 2017 budget and financial projections beyond fiscal 2017. Due to a decline in Metabolife sales we determined that the carrying value of the trademark exceeded its fair value. We also determined that due to an increase in debt, our weighted average cost of capital increased, which created an impairment in both Reserveage and Rebody tradenames as well as Organic Holdings goodwill.

The fair value of these assets were determined using level 3 inputs in an income approach using the estimated discounted cash flow valuation methodology. In the second step of the impairment test, we performed a hypothetical acquisition and purchase price allocation and measured the implied fair value of each asset to its carrying value. The impairment was calculated by deducting the present value of the expected cash flows from the carrying value. The second step of the goodwill impairment test resulted in an impairment charge of $6,301 for goodwill related to Organic Holdings and an aggregate impairment loss of intangible assets of $4,805.  The impairment charges were recorded in operating expenses in the consolidated statement of operations.  The impairment losses recognized related to intangible assets other than goodwill are as follows:

Metabolife Trademark	$	3,251
Reserveage and Rebody Tradenames		1,554
	$	4,805

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Estimated aggregate amortization expense for the intangible assets for each of the five years subsequent to 2017 is as follows:

Years Ending December 31,
2018	$	1,755
2019		1,517
2020		1,517
2021		1,517
2022		1,517
Thereafter		10,894
	$	18,717

In December 2017, we also determined that the carrying value of our goodwill exceeded the fair value amount and we recorded an aggregate impairment of $6,301 related to our 2015 Organic Holdings acquisition.

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NOTE 6 – DEBT

Debt consisted of the following at:

	December 31,			December 31,
	2017			2016
Related-Party Debt:
July 2014 note payable to Little Harbor, LLC, net of unamortized discount of $0 and $206 as of December 31, 2017 and December 31, 2016, respectively	$	3,267		$	3,061
July 2016 note payable to Little Harbor, LLC		4,770			4,770
January 2016 note payable to Great Harbor Capital, LLC		2,500			2,500
March 2016 note payable to Great Harbor Capital, LLC		7,000			7,000
December 2016 note payable to Great Harbor Capital, LLC		2,500			2,500
August 2017 note payable to Great Harbor Capital, LLC		3,000			-
January 2016 note payable to Golisano Holdings LLC		2,500			2,500
March 2016 note payable to Golisano Holdings LLC		7,000			7,000
July 2016 note payable to Golisano Holdings LLC		4,770			4,770
December 2016 note payable to Golisano Holdings LLC		2,500			2,500
March 2017 note payable to Golisano Holdings LLC		3,267			-
November 2014 note payable to Golisano Holdings LLC (formerly payble to Penta Mezzanine SBIC Fund I, L.P.), net of discount and unamortized loan fees in the aggregate of $1,491 and $2,304 as of December 31, 2017 and December 31, 2016, respectively		6,509			5,696
January 2015 note payable to Golisano Holdings LLC (formerly payable to JL-BBNC Mezz Utah, LLC), net of discount and unamortized loan fees in the aggregate of $1,829 as of December 31, 2017		3,171			-
February 2015 note payable to Golisano Holdings LLC (formerly payable to Penta Mezzanine SBIC Fund I, L.P.), net of discount and unamortized loan fees in the aggregate of $131 and $201 as of December 31, 2017 and December 31, 2016, respectively		1,869			1,799
Total related-party debt		54,623			44,096
Senior Credit Facility with Midcap, net of unamortized loan fees of $0 and $293 as of December 31, 2017 and December 31, 2016, respectively		12,088			13,035
Other Debt:
January 2015 note payable to JL-BBNC Mezz Utah, LLC, net of discount and unamortized loan fees in the aggregate of $2,744 as of December 31, 2016		-			2,256
April 2016 note payable to JL-Utah Sub, LLC		313			500
Capital lease obligations		1,252			2,732
Huntington Holdings		3,200			-
Total other debt		4,765			5,488
Total debt		71,476			62,619
Less current portion		(68,093	)		(11,631	)
Long-term debt	$	3,383		$	50,988

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Future aggregate maturities of debt as of December 31, 2017 were as follows: 

Years Ending December 31,
2018	$	68,093
2019		3,383
	$	71,476

Future aggregate maturities of debt that have maturities beyond 2018 have been classified as current on the consolidated balance sheet as the Company has determined that it is probable that the Company will not be able to meet the 2018 debt obligations as they become due, thus causing a technical default of the debt obligations.  

Related-Party Debt

July 2014 Note Payable to Little Harbor, LLC

Pursuant to a July 2014 Debt Repayment Agreement with Little Harbor, LLC (“Little Harbor”), an entity owned by certain stockholders of the Company, we were obligated to pay such party $4,900 per year in structured monthly payments for 3 years provided that such payment obligations would terminate at such earlier time as the trailing ninety day volume weighted average closing sales price of the Company’s common stock on all domestic securities exchanges on which such stock is listed equals or exceeds $5.06 per share. This note is unsecured and matured on July 25, 2017 with an outstanding balance of $3,267. On February 6, 2018, we entered into an agreement with Little Harbor to convert the obligations into an unsecured promissory note. The note matures on July 25, 2020, bears interest at an annual rate of 8.5%, with the principal payable at maturity.

July 2016 Note Payable to Little Harbor, LLC

On July 21, 2016, we issued an Unsecured Delayed Draw Promissory Note in favor of Little Harbor, pursuant to which Little Harbor may, in its sole discretion and pursuant to draw requests made by the Company, loan us up to the maximum principal amount of $4,770. This note is unsecured and matures on January 28, 2019. This note bears interest at an annual rate of 8.5%, with the principal payable at maturity. If Little Harbor, in its discretion, accepts a draw request made by the Company under this note, Little Harbor shall not transfer cash to the Company, but rather Little Harbor shall irrevocably agree to accept the principal amount of any monthly delayed draw under this note in lieu and in complete satisfaction of the obligation to make an equivalent dollar amount of periodic cash payments otherwise due to Little Harbor under the July 2014 note payable. During the year ended December 31, 2016, we requested and Little Harbor LLC approved, full draw amounts totaling $4,770. We issued a warrant into escrow in connection with this loan (see Little Harbor Escrow Warrants in Note 7).

January 2016 Note Payable to Great Harbor Capital, LLC

Pursuant to a January 28, 2016 Unsecured Promissory Note with Great Harbor Capital, LLC (“GH”), an affiliate of a member of our Board of Directors, GH lent us $2,500. The note matures on January 28, 2019, bears interest at an annual rate of 8.5%, with the principal payable in 24 monthly installments of $104 which was to commence on February 28, 2017 but has been deferred to April 1, 2018. We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note 7).

March 2016 Note Payable to Great Harbor Capital, LLC

Pursuant to a March 21, 2016 Unsecured Promissory Note, GH lent us $7,000. The note matures on March 21, 2019, bears interest at an annual rate of 8.5%, with the principal payable in 24 monthly installments of $292 which was to commence on April 21, 2017 but has been deferred to April 1, 2018. We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note 7).

December 2016 Note Payable to Great Harbor Capital, LLC

Pursuant to a December 31, 2016 Unsecured Promissory Note, GH lent us $2,500. The note matures on December 30, 2019, bears interest at an annual rate of 8.5%, with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note 7).

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August 2017 Note Payable to Great Harbor Capital, LLC

Pursuant to an August 30, 2017 Secured Promissory Note, GH lent us $3,000. The note matures on August 29, 2020, bears interest at an annual rate of 8.5%, with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note 7).

November 2014 Note Payable to Golisano Holdings LLC (formerly payable to Penta Mezzanine SBIC Fund I, L.P.)

On November 13, 2014, we raised proceeds of $8,000, less certain fees and expenses, from the issuance of a secured note to Penta Mezzanine SBIC Fund I, L.P. (“Penta”). The Managing Director of Penta, an institutional investor, is also a director of our Company. We granted Penta a security interest in our assets and pledged the shares of our subsidiaries as security for the note. On March 8, 2017, Golisano Holdings LLC (“Golisano LLC”) acquired this note payable from Penta. Interest on the outstanding principal accrued at a rate of 12% per year from date of issuance to March 8, 2017, and decreased to 8% per year thereafter, payable monthly. The note matures on November 13, 2019. On August 30, 2017, we entered into an amendment with Golisano LLC which extended payment of principal to maturity. We issued a warrant to Penta to purchase 4,960,740 shares of the Company’s common stock in connection with this loan (see Penta Warrants in Note 7). The estimated fair value of the warrant at the date of issuance was $3,770, which was recorded as a note discount and is being amortized into interest expense over the term of this loan. Additionally, we had incurred loan fees of $273, which is also being amortized into interest expense over the term of this loan.

January 2015 Note Payable to Golisano Holdings LLC (formerly payable to JL-Mezz Utah, LLC-f/k/a JL-BBNC Mezz Utah, LLC)

On January 22, 2015, we raised proceeds of $5,000, less certain fees and expenses, from the sale of a note to JL-Mezz Utah, LLC (f/k/a JL-BBNC Mezz Utah, LLC) (“JL-US”). The proceeds were restricted to pay a portion of the Nutricap Labs, LLC (“Nutricap”) asset acquisition. We granted JL-US a security interest in the Company’s assets, including real estate and pledged the shares of our subsidiaries as security for the note.  On March 8, 2017, Golisano LLC acquired this note payable from JL-US. Interest on the outstanding principal accrued at a rate of 12% per year from date of issuance to March 8, 2017, and decreased to 8% per year thereafter, payable monthly. The note matures on November 13, 2019. On August 30, 2017, we entered into an amendment with Golisano LLC which extended payment of principal to maturity. We issued a warrant to JL-US to purchase 2,329,400 shares of the Company’s common stock on January 22, 2015 and 434,809 shares of the Company’s common stock on February 4, 2015 (see JL Warrants in Note 7).  The estimated fair value of these warrants at the date of issuances was $4,389, which was recorded as a note discount and is being amortized into interest expense over the term of these loans.  Additionally, we had incurred loan fees of $152 relating to this loan, which is also being amortized into interest expense over the term of these loans.

February 2015 Note Payable to Golisano Holdings LLC (formerly payable to Penta Mezzanine SBIC Fund I, L.P.)

On February 6, 2015, we raised proceeds of $2,000, less certain fees and expenses, from the issuance of a secured note payable to Penta. The proceeds were restricted to pay a portion of the acquisition of the customer relationships of Nutricap. On March 8, 2017, Golisano LLC acquired this note payable from Penta. Interest on the outstanding principal accrued at a rate of 12% per year from date of issuance to March 8, 2017, and decreased to 8% per year thereafter, payable monthly. The note matures on November 13, 2019. On August 30, 2017, we entered into an amendment with Golisano LLC which extended payment of principal to maturity. We issued a warrant to Penta to purchase 869,618 shares of the Company’s common stock in connection with this loan (see Penta Warrants in Note 7). The estimated fair value of these warrants at the date of issuances totaled $250, which was recorded as a note discount and is being amortized into interest expense over the term of this loan. Additionally, we had incurred loan fees of $90, which is also being amortized into interest expense over the term of these loans.

January 2016 Note Payable to Golisano Holdings LLC

Pursuant to a January 28, 2016 Unsecured Promissory Note with Golisano LLC, an affiliate of a member of our Board of Directors, Golisano LLC lent us $2,500. The note matures on January 28, 2019, bears interest at an annual rate of 8.5%, with the principal payable in 24 monthly installments of $104 which was to commence on February 28, 2017 but has been deferred to April 1, 2018. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note 7).

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March 2016 Note Payable to Golisano Holdings LLC

Pursuant to a March 21, 2016 Unsecured Promissory Note, Golisano LLC lent us $7,000. The note matures on March 21, 2019, bears interest at an annual rate of 8.5%, with the principal payable in 24 monthly installments of $292 which was to commence on April 21, 2017 but has been deferred to April 1, 2018. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note 7).

July 2016 Note Payable to Golisano Holdings LLC

On July 21, 2016, we issued an Unsecured Delayed Draw Promissory Note in favor of Golisano LLC pursuant to which Golisano LLC may, in its sole discretion and pursuant to draw requests made by the Company, loan the Company up to the maximum principal amount of $4,770 (the “Golisano LLC July 2016 Note”). The Golisano LLC July 2016 Note matures on January 28, 2019. Interest on the outstanding principal accrues at a rate of 8.5% per year. The principal of the Golisano LLC July 2016 Note is payable at maturity. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note 7). During the year ended December 31, 2016, we requested and Golisano LLC approved, draws totaling $4,770.

December 2016 Note Payable to Golisano Holdings LLC

Pursuant to a December 31, 2016 Unsecured Promissory Note, Golisano LLC lent us $2,500. The note matures on December 30, 2019, bears interest at an annual rate of 8.5%, with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note 7).

March 2017 Note Payable to Golisano Holdings LLC

Pursuant to a March 14, 2017 Unsecured Promissory Note, Golisano LLC lent us $3,267. The note matures on December 30, 2019, bears interest at an annual rate of 8.5%, with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note 7).

Senior Credit Facility

On January 22, 2015, we entered into a three-year $15,000 revolving credit facility (the “Senior Credit Facility”) based on our accounts receivable and inventory, increasable to up to $20,000, with MidCap Financial Trust, which subsequently assigned the agreement to an affiliate, Midcap Funding X Trust (“MidCap”). On September 2, 2016, we entered into an amendment with Midcap to increase the Senior Credit Facility to $17,000 and extend our facility an additional 12 months. We granted MidCap a first priority security interest in certain of our assets and pledged the shares of our subsidiaries as security for amounts owed under the credit facility. We are required to pay Midcap an unused line fee of 0.50% per annum, a collateral management fee of 1.20% per month and interest of LIBOR plus 5% per annum, which was 6.36% per annum as of December 31, 2017. We issued a warrant to Midcap to purchase 500,000 shares of the Company’s common stock (see Midcap Warrant in Note 7). The estimated fair value of these warrants at the date of issuance was $130, which was recorded as a note discount and is being amortized into interest expense over the term of the Senior Credit Facility. Additionally, we have incurred loan fees totaling $540 relating to the Senior Credit Facility and any subsequent amendments, which is also being amortized into interest expense over the term of the Senior Credit Facility.

Other Debt

April 2016 Note Payable to JL-Utah Sub, LLC

Pursuant to an April 5, 2016 Unsecured Promissory Note, JL-Utah Sub, LLC lent us $500. The note matures on March 21, 2019, bears interest at an annual rate of 8.5%, with the principal payable in 24 monthly installments of $21 commencing on April 21, 2017.

Capital Lease Obligations

Our capital lease obligations pertain to various leasing agreements with Essex Capital Corporation (“Essex”), a related party to the Company as Essex’s principal owner is a director of the Company.

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Huntington Holdings, LLC

On August 6, 2016, the 18-month anniversary of the closing of a share purchase agreement, we were required to pay the purchaser of the common stock the difference between $2.29 per share and either a defined market price or a price per share determined by a valuation firm acceptable to both parties. Based on an outside professional valuation performed on the Company’s common stock, the Company estimated the stock price guarantee payment to be $3,210. Accordingly, the Company recorded a loss on the stock purchase price guarantee of $3,210 and a corresponding liability for the same amount in 2016, which was included in accrued expenses and other current liabilities in the accompanying consolidated balance sheet as of December 31, 2016. On June 2, 2017, the two parties came to an agreement in which we were required to issue an Unsecured Promissory Note (“Huntington Note”) in favor of Huntington Holdings, LLC (“Huntington”). The Huntington Note matures on June 2, 2019 with the principal amount of $3,200 payable at maturity. Interest on the outstanding principal accrues at a rate of 8.5% per year from August 6, 2016 to August 15, 2017, and increases to 10% per year thereafter. We paid $50 to Huntington related to accrued interest from August 6, 2016 through the date of issuance of the Huntington Note. Huntington was required to return 778,385 shares of the Company’s common stock which were issued into escrow. We were required to provide certain piggyback registration rights to Huntington in regards to the remaining 749,999 shares of the Company’s common stock held by Huntington. If the Huntington Note was paid off prior to August 14, 2017, the 778,385 shares held in escrow were to be released from escrow and transferred to the Company for no additional consideration. If the note remained outstanding on August 15, 2017, we had the right, but not the obligation, to pay $140 to Huntington to purchase 764,192 of the shares held in escrow (the “Subject Shares”). Upon the exercise of this purchase option, the Subject Shares were to be released from escrow and transferred to the Company. If the note remained outstanding on August 15, 2017 and we did not exercise the option to purchase the shares, the shares were to be returned from escrow to Huntington and we would no longer have repurchase rights. On August 15, 2017, the note was outstanding and we did not excerise the repurchase right. The 778,385 shares were returned from escrow to Huntington.

Financial Covenants

Certain of the foregoing debt agreements, as amended, require us to meet certain affirmative and negative covenants, including maintenance of specified ratios.  We amended our debt agreements with MidCap, Penta and JL-US, effective July 29, 2016, to, among other things, reset the financial covenants of each debt agreement.  As of December 31, 2017, we were not in compliance with the covenants; however, we were provided a waiver of the convenant violations for the year ended December 31, 2017.

NOTE 7 – WARRANTS AND REGISTRATION RIGHTS AGREEMENTS

The following table presents a summary of the status of our issued warrants as of December 31, 2017, and changes during the two years then ended:

				Weighted Average
	Shares			Exercise Price
Outstanding, December 31, 2015		40,409,296		$	0.37
Granted		-			-
Canceled / Expired		(22,857,143	)		0.53
Exercised		(1,697,136	)		-
Outstanding, December 31, 2016		15,855,017			0.18
Granted		-			-
Canceled / Expired		-			-
Exercised		-			-
Outstanding, December 31, 2017		15,855,017			0.18

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Warrants Issued

Midcap Warrant

In connection with the line of credit agreement with MidCap described in Note 6, we issued MidCap a warrant, exercisable through January 22, 2018, for an aggregate of 500,000 shares of the Company’s common stock at an exercise price of $0.76 per share (the “MidCap Warrant”). We entered into a Registration Rights Agreement with Midcap, dated as of January 22, 2015, granting MidCap certain registration rights, commencing October 1, 2015, for the shares of common stock issuable on exercise of the MidCap Warrant.

Penta Warrants

Pursuant to a stock purchase agreement dated June 30, 2015, a warrant was issued to Penta to purchase an aggregate 807,018 shares of our common stock at a price of $0.01 per share at any time prior to the close of business on June 30, 2020. We granted Penta certain registration rights, commencing October 1, 2015, for the shares of common stock issuable upon exercise of the warrant.

JL Warrants

Pursuant to a June 30, 2015 stock purchase agreement, a warrant was issued to JL to purchase an aggregate 403,509 shares of the Company’s common stock at a price of $0.01 per share at any time prior to the close of business on June 30, 2020, subject to certain adjustments. We granted JL certain registration rights, commencing October 1, 2015, for the shares of common stock issuable upon exercise of the warrant. The warrant was subsequently assigned by JL to two individuals.

Essex Warrants

In connection with the guarantee of a note payable issued in the Nutricap asset acquisition and equipment financing by Essex discussed in Note 6, Essex was issued a warrant exercisable for an aggregate 1,428,571 shares of the Company’s common stock at a purchase price of $0.77 per share, at any time prior to the close of business on June 30, 2020. The number of shares issuable upon the exercise of the warrant is subject to adjustment on terms and conditions customary for a transaction of this nature in the event of (i) reorganization, recapitalization, stock split-up, combination of shares, mergers, consolidations and (ii) sale of all or substantially all of our assets or property. Essex subsequently assigned warrants for 350,649 shares to another company.

JL Properties, Inc. Warrants

In April 2015, we entered into an office lease agreement which requires a $1,000 security deposit, subject to reduction if we achieve certain market capitalization metrics at certain dates. On April 30, 2015, we entered into a reimbursement agreement with JL Properties, Inc. (“JL Properties”) pursuant to which JL Properties agreed to arrange for and provide an unconditional, irrevocable, transferable, and negotiable commercial letter of credit to serve as the security deposit. As partial consideration for the entry by JL Properties into the reimbursement agreement and the provision of the letter of credit, we issued JL Properties two warrants to purchase shares of the Company’s common stock.

The first warrant is exercisable for an aggregate of 465,880 shares of common stock, subject to certain adjustments, at an aggregate purchase price of $0.01, at any time prior to April 30, 2020. In addition to adjustments on terms and conditions customary for a transaction of this nature in the event of (i) reorganization, recapitalization, stock split-up, combination of shares, mergers, consolidations and (ii) sale of all or substantially all of our assets or property, the number of shares of common stock issuable pursuant to the warrant will be increased in the event our consolidated audited adjusted EBITDA (as defined in the warrant agreement) for the fiscal year ending December 31, 2018 does not equal or exceed $19,250. JL Properties subsequently assigned the warrant to two individuals.

The second warrant is exercisable for an aggregate of 86,962 shares of common stock, at a per share purchase price of $1.00, at any time prior to April 30, 2020. The number of shares issuable upon exercise of the second warrant is subject to adjustment on terms and conditions customary for a transaction of this nature in the event of (i) reorganization, recapitalization, stock split-up, combination of shares, mergers, consolidations and (ii) sale of all or substantially all of our assets or property.

We have granted JL Properties certain registration rights, commencing October 1, 2015, for the shares of common stock issuable on exercise of the two warrants.

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Golisano LLC Warrants (formerly Penta Warrants)

In connection with the November 13, 2014 note for $8,000 (see Note 6), Penta was issued a warrant to acquire 4,960,740 shares of the Company’s common stock at an aggregate exercise price of $0.01, through November 13, 2019. In connection with Penta’s consent to the terms of additional debt obtained by us, we also granted Penta a warrant to acquire an additional 869,618 shares of common stock at a purchase price of $1.00 per share, through November 13, 2019. Both warrant agreements grant Penta certain registration rights, commencing October 1, 2015, for the shares of common stock issuable on exercise of the warrants. Penta has the right, under certain circumstances, to require us to purchase all or any portion of the equity interest in the Company issued or represented by the warrant to acquire 4,960,740 shares at a price based on the greater of (i) the product of (x) ten times our adjusted EBITDA with respect to the twelve months preceding the exercise of the put right multiplied by (y) the investor’s percentage ownership in the Company assuming full exercise of the warrant; or (ii) the fair market value of the investor’s equity interest underlying the warrant. In the event (i) we do not have the funds available to repurchase the equity interest under the warrant or (ii) such repurchase is not lawful, adjustments to the principal of the note purchased by Penta will be made or, under certain circumstances, interest will be charged on the amount otherwise due for such repurchase. We have the right, under certain circumstances, to require Penta to sell to us all or any portion of the equity interest issued or represented by the warrant to acquire 4,960,740 shares. The price for such repurchase will be the greater of (i) the product of (x) eleven times our adjusted EBITDA with respect to the twelve months preceding the exercise of the call right multiplied by (y) the investor’s percentage ownership in the company assuming full exercise of the warrant; or (ii) the fair market value of the equity interests underlying the warrant; or (iii) $3,750. In connection with Golisano LLC’s acquisition of the note payable from Penta on March 8, 2017 (see Note 6 above for additional information), the above warrants in aggregate of 5,830,358 shares were assigned to Golisano LLC.

Golisano LLC Warrants (formerly JL Warrants)

In connection with the January 22, 2015 note payable to JL, we issued JL warrants to purchase an aggregate of 2,329,400 shares of the Company’s common stock, at an aggregate exercise price of $0.01, through February 13, 2020. On February 4, 2015, we also granted to JL a warrant to acquire a total of 434,809 shares of common stock at a purchase price of $1.00 per share, through February 13, 2020. Both warrant agreements grant JL certain registration rights, commencing October 1, 2015, for the shares of common stock issuable upon exercise of the warrants. These warrants were subsequently assigned to two individuals. During the year ended December 31, 2016, these individuals exercised warrants for a total of 1,187,995 shares of the Company’s common stock for total proceeds to the Company of less than $1. In connection with Golisano LLC’s acquisition of the note payable from JL on March 8, 2017 (see Note 6 above for additional information), the remaining portions of these warrants were assigned to Golisano LLC.

Golisano LLC Warrants

Pursuant to an October 2015 Securities Purchase Agreement with Golisano LLC, we issued Golisano LLC a warrant (the “Golisano Warrant”), which Golisano Warrant is intended to maintain, following each future issuance of shares of common stock pursuant to the conversion, exercise or exchange of certain currently outstanding warrants to purchase shares of common stock held by third-parties (the “Outstanding Warrants”), Golisano LLC’s proportional ownership of our issued and outstanding common stock so that it is the same thereafter as on October 5, 2015. We have reserved 12,697,977 shares of common stock for issuance under the Golisano Warrant. The purchase price for any shares of common stock issuable upon exercise of the Golisano Warrant is $.001 per share. The Golisano Warrant is exercisable immediately and up to and including the date which is sixty days after the later to occur of the termination, expiration, conversion, exercise or exchange of all of the Outstanding Warrants and our delivery of notice thereof to Golisano LLC. The Golisano Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets. In addition, if any payments are made to a holder of an Outstanding Warrant in consideration for the termination of or agreement not to exercise such Outstanding Warrant, Golisano LLC will be entitled to equal treatment. We have entered into a registration rights agreement with Golisano LLC, dated as of October 5, 2015, granting Golisano LLC certain registration rights for the shares of common stock issuable on exercise of the Golisano Warrant. On February 6, 2016, Golisano LLC exercised the Golisano Warrant in part for 509,141 shares of the Company’s common stock for an aggregate purchase price of $1. During the year ended December 31, 2016, the Golisano Warrant was cancelled in part for 6,857,143 shares pursuant to the cancellation of a portion of the Outstanding Warrants. As of December 31, 2017, we have reserved 4,756,505 shares of our common stock for issuance under the Golisano Warrant.

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Warrants Issued into Escrow

Golisano Escrow Warrants

In connection with a January 28, 2016 Unsecured Promissory Note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 1,136,363 shares of the Company’s common stock at an exercise price of $0.01 per share (the “January 2016 Golisano Warrant”). The January 2016 Golisano Warrant will not be released from escrow or be exercisable unless and until we fail to pay Golisano LLC the entire unamortized principal amount of the related promissory note and any accrued and unpaid interest thereon as of January 28, 2019 or such earlier date as is required pursuant to an Acceleration Notice (as defined in the related note agreement). We have reserved 1,136,363 shares of the Company’s common stock for issuance under the January 2016 Golisano Warrant. The January 2016 Golisano Warrant, if exercisable, expires on February 28, 2022. The January 2016 Golisano Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with a March 21, 2016 Unsecured Promissory Note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 3,181,816 shares of the Company’s common stock at an exercise price of $0.01 per share (the “March 2016 Golisano Warrant”). The March 2016 Golisano Warrant will not be released from escrow or be exercisable unless and until we fail to pay Golisano LLC the entire unamortized principal amount of the related promissory note and any accrued and unpaid interest thereon as of March 21, 2019 or such earlier date as is required pursuant to an Acceleration Notice (as defined in the related note agreement). We have reserved 3,181,816 shares of the Company’s common stock for issuance under the March 2016 Golisano Warrant. The March 2016 Golisano Warrant, if exercisable, expires on March 21, 2022. The March 2016 Golisano Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with the Golisano LLC July 2016 Note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 2,168,178 shares of the Company’s common stock, at an exercise price of $0.01 per share (the “Golisano July 2016 Warrant”). The Golisano July 2016 Warrant will not be released from escrow or be exercisable unless and until we fail to pay Golisano LLC the entire unamortized principal amount of the Golisano July 2016 Note and any accrued and unpaid interest thereon as of January 28, 2019 or such earlier date as is required pursuant to an Acceleration Notice (as defined in the Golisano LLC July 2016 Note). We have reserved 2,168,178 shares of the Company’s common stock for issuance under the Golisano July 2016 Warrant. The Golisano July 2016 Warrant, if exercisable, expires on July 21, 2022. The Golisano July 2016 Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with the Golisano LLC December 2016 Note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 1,136,363 shares of the Company’s common stock, at an exercise price of $0.01 per share (the “Golisano December 2016 Warrant”). The Golisano December 2016 Warrant will not be released from escrow or be exercisable unless and until we fail to pay Golisano LLC the entire unamortized principal amount of the Golisano December 2016 Note and any accrued and unpaid interest thereon as of December 30, 2019 or such earlier date as is required pursuant to an Acceleration Notice (as defined in the Golisano LLC December 2016 Note). We have reserved 1,136,363 shares of the Company’s common stock for issuance under the Golisano December 2016 Warrant. The Golisano December 2016 Warrant, if exercisable, expires on December 30, 2022. The Golisano December 2016 Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with the Golisano LLC March 2017 Note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 1,484,847 shares of the Company’s common stock, at an exercise price of $0.01 per share (the “Golisano March 2017 Warrant”). The Golisano March 2017 Warrant will not be released from escrow or be exercisable unless and until we fail to pay Golisano LLC the entire unamortized principal amount of the Golisano March 2017 Note and any accrued and unpaid interest thereon as of December 30, 2019 or such earlier date as is required pursuant to an Acceleration Notice (as defined in the Golisano LLC March 2017 Note). We have reserved 1,484,847 shares of the Company’s common stock for issuance under the Golisano March 2017 Warrant. The Golisano March 2017 Warrant, if exercisable, expires on March 14, 2023. The Golisano March 2017 Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

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We previously entered into a registration rights agreement with Golisano LLC, dated as of October 5, 2015 (the “Registration Rights Agreement”), granting Golisano LLC certain registration rights for certain shares of the Company’s common stock. The shares of common stock issuable pursuant to the above warrants are also entitled to the benefits of the Registration Rights Agreement.

GH Escrow Warrants

In connection with a January 28, 2016 Unsecured Promissory Note, we issued into escrow in the name of GH a warrant to purchase an aggregate of 1,136,363 shares of the Company’s common stock at an exercise price of $0.01 per share (the “January 2016 GH Warrant”). The January 2016 GH Warrant will not be released from escrow or be exercisable unless and until we fail to pay GH the entire unamortized principal amount of the related promissory note and any accrued and unpaid interest thereon as of January 28, 2019 or such earlier date as is required pursuant to an Acceleration Notice (as defined in the related note agreement). We have reserved 1,136,363 shares of the Company’s common stock for issuance under the January 2016 GH warrant. The January 2016 GH Warrant, if exercisable, expires on February 28, 2022. The January 2016 GH Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with a March 21, 2016 Unsecured Promissory Note, we issued into escrow in the name of GH a warrant to purchase an aggregate of 3,181,816 shares of the Company’s common stock at an exercise price of $0.01 per share (the “March 2016 GH Warrant”). The March 2016 GH Warrant will not be released from escrow or be exercisable unless and until we fail to pay GH the entire unamortized principal amount of the related promissory note and any accrued and unpaid interest thereon as of March 21, 2019 or such earlier date as is required pursuant to an Acceleration Notice (as defined in the related note agreement). We have reserved 3,181,816 shares of the Company’s common stock for issuance under the March 2016 GH Warrant. The March 2016 GH Warrant, if exercisable, expires on March 21, 2022. The March 2016 GH Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with the GH December 2016 Note, we issued into escrow in the name of GH a warrant to purchase an aggregate of 1,136,363 shares of the Company’s common stock, at an exercise price of $0.01 per share (the “December 2016 GH Warrant”). The December 2016 GH Warrant will not be released from escrow or be exercisable unless and until we fail to pay GH the entire unamortized principal amount of the December 2016 GH Warrant and any accrued and unpaid interest thereon as of December 30, 2019 or such earlier date as is required pursuant to an Acceleration Notice (as defined in the December 2016 GH Warrant). We have reserved 1,136,363 shares of common stock for issuance under the December 2016 GH Warrant. The December 2016 GH Warrant, if exercisable, expires on December 30, 2022. The December 2016 GH Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with the GH August 2017 Note, we issued into escrow in the name of GH a warrant to purchase an aggregate of 1,363,636 shares of the Company’s common stock, at an exercise price of $0.01 per share (the “August 2017 GH Warrant”). The August 2017 GH Warrant will not be released from escrow or be exercisable unless and until we fail to pay GH the entire unamortized principal amount of the August 2017 GH Warrant and any accrued and unpaid interest thereon as of August 29, 2020 or such earlier date as is required pursuant to an Acceleration Notice (as defined in the August 2017 GH Warrant). We have reserved 1,363,636 shares of common stock for issuance under the August 2017 GH Warrant. The August 2017 GH Warrant, if exercisable, expires on August 30, 2023. The August 2017 GH Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

JL-US Escrow Warrant

In connection with an April 5, 2016 Unsecured Promissory Note, we issued into escrow in the name of JL-US a warrant to purchase an aggregate of 227,273 shares of the Company’s common stock at an exercise price of $0.01 per share (the “JL-US Warrant”). The JL-US Warrant will not be released from escrow or be exercisable unless and until we fail to pay JL-US the entire unamortized principal amount of the JL-US Note and any accrued and unpaid interest thereon as of March 21, 2019 or such earlier date as is required pursuant to an Acceleration Notice (as defined in the JL-US Note). We have reserved 227,273 shares of the Company’s common stock for issuance under the JL-US Warrant. The JL-US Warrant, if exercisable, expires on March 21, 2022. The JL-US Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

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Little Harbor Escrow Warrant

The Little Harbor July 2016 Note provides that we issue into escrow in the name of Little Harbor a warrant to purchase an aggregate of 2,168,178 shares of common stock at an exercise price of $0.01 per share (the “Little Harbor July 2016 Warrant”). The Little Harbor July 2016 Warrant will not be released from escrow or be exercisable unless and until we fail to pay Little Harbor the entire unamortized principal amount of the Little Harbor July 2016 Note and any accrued and unpaid interest thereon as of January 28, 2019 or such earlier date as is required pursuant to an Acceleration Notice (as defined in the Little Harbor July 2016 Note). We have reserved 2,168,178 shares of the Company’s common stock for issuance under the Little Harbor July 2016 Warrant. The Little Harbor July 2016 Warrant, if exercisable, expires on July 21, 2022. The Little Harbor July 2016 Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets. The Little Harbor July 2016 Warrant grants Little Harbor certain registration rights for the shares of the Company’s common stock issuable upon exercise of the Little Harbor July 2016 Warrant.

NOTE 8 – DERIVATIVE LIABILITIES

The number of shares of common stock issuable pursuant to certain warrants issued in 2015 will be increased if our adjusted EBITDA or the market price of the Company’s common stock does not meet certain defined amounts. We have recorded the estimated fair value of the warrants as of the date of issuance. Due to the variable terms of the warrant agreements, the warrants are recorded as derivative liabilities with a corresponding charge to our consolidated statements of operations for changes in the estimated fair value of the warrants from the date of issuance to each balance sheet reporting date. As of December 31, 2017, we have estimated the total fair value of the derivative liabilities to be $6,791 as compared to $6,455 as of December 31, 2016. We had the following activity in our derivative liabilities account since December 31, 2015:

Derivative liabilities at January 1, 2016	$	33,091
Exercise of warrants		(1,975	)
Gain on change in fair value of derivative liabilities		(24,661	)
Derivative liabilities at December 31, 2016	$	6,455
Loss on change in fair value of derivative liabilities		336
Derivative liabilities at December 31, 2017	$	6,791

The value of the derivative liabilities is generally estimated using an options lattice model with multiple inputs and assumptions, including the market price of the Company’s common stock, stock price volatility and other assumptions to project EBITDA and other reset events. These inputs and assumptions are subject to management’s judgment and can vary materially from period to period.

NOTE 9 – STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock

The Company has authorized 500,000,000 shares of preferred stock with a par value of $0.001 per share. No shares of the preferred stock have been issued.

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Twinlab Consolidation Corporation 2013 Stock Incentive Plan

The only equity compensation plan currently in effect is the Twinlab Consolidation Corporation 2013 Stock Incentive Plan (the “TCC Plan”), which was assumed by the Company on September 16, 2014. The TCC Plan originally established a pool of 20,000,000 shares of common stock for issuance as incentive awards to employees for the purposes of attracting and retaining qualified employees who will aid in the success of the Company. From January through December 2015, the Company granted restricted stock units to certain employees of the Company pursuant to the TCC Plan. Each restricted stock unit relates to one share of the Company’s common stock. The restricted stock unit awards vest 25% each annually on various dates through 2019. The Company estimated the grant date fair market value per share of the restricted stock units and is amortizing the total estimated grant date value over the vesting periods.  During 2017, there were 351,039 shares of common stock issued to employees pursuant to the vesting of restricted stock units. As of December 31, 2017, 5,709,904 shares remain available for use in the TCC Plan.

Common Stock Repurchase

On January 5, 2017, pursuant to a repurchase agreement, 642,366 shares of the Company’s common stock were repurchased for an aggregate repurchase price of less than $1.

Stock Subscription Receivable and Loss on Stock Price Guarantee

At December 31, 2017, the stock subscription receivable dated August 1, 2014 for the purchase of 1,528,384 shares of the Company’s common stock had a principal balance of $30 and bears interest at an annual rate of 5%.

On August 6, 2016, the 18-month anniversary of the closing of a share purchase agreement, we were required to pay the purchaser of the common stock the difference between $2.29 per share and either a defined market price or a price per share determined by a valuation firm acceptable to both parties. Based on an outside professional valuation performed on the Company’s common stock, the Company estimated the stock price guarantee payment to be $3,210. Accordingly, the Company recorded a loss on the stock purchase price guarantee of $3,210 and a corresponding liability for the same amount in 2016, which was included in accrued expenses and other current liabilities in the accompanying consolidated balance sheet as of December 31, 2016. On June 2, 2017, the two parties came to an agreement in which we were required to issue the Huntington Note in favor of Huntington. The Huntington Note matures on June 2, 2019 with the principal amount of $3,200 payable at maturity. Interest on the outstanding principal accrues at a rate of 8.5% per year from August 6, 2016 to August 15, 2017, and increases to 10% per year thereafter. We paid $50 to Huntington related to accrued interest from August 6, 2016 through the date of issuance of the Huntington Note. Huntington was required to return 778,385 shares of the Company’s common stock which were issued into escrow. We were required to provide certain piggyback registration rights to Huntington in regards to the remaining 749,999 shares of the Company’s common stock held by Huntington. If the Huntington Note was paid off prior to August 14, 2017, the 778,385 shares held in escrow were to be released from escrow and transferred to the Company for no additional consideration. If the note remained outstanding on August 15, 2017, we had the right, but not the obligation, to pay $140 to Huntington to purchase 764,192 of the Subject Shares held in escrow. Upon the exercise of this purchase option, the Subject Shares were to be released from escrow and transferred to the Company. If the note remained outstanding on August 15, 2017 and we did not exercise the option to purchase the shares, the shares were to be returned from escrow to Huntington and we would no longer have repurchase rights. On August 15, 2017, the note was outstanding and we did not excerise the repurchase right. The 778,385 shares were returned from escrow to Huntington. Pursuant to the agreement, we were also required to enter into a four-year lease agreement with the purchaser related to our premises occupied by Nutricap.

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NOTE 10 - INCOME TAXES

Income tax benefit (provision) consisted of the following for the years ended December 31, 2017 and 2016 as follows:

	December 31,			December 31,
	2017			2016
Current:
State	$	(16	)	$	-
Total current expense		(16	)		-
Deferred:
Federal		(22,899	)		8,161
State		2,064			(2,734	)
Change in valuation allowance		21,794			(6,386	)
Total deferred benefit (expense)		959			(959	)
Total income tax benefit (provision)	$	943		$	(959	)

The income tax benefit (provision) differs from the amount computed at federal statutory rates for the years ended December 31, 2017 and 2016 as follows:

	December 31,			December 31,
	2017			2016
Income tax (expense) benefit at statutory rate	$	10,218		$	(94	)
State income taxes (net of federal benefit)		1,143			1,356
Interest expense		(427	)		(427	)
Equity-based expenses		(138	)		8,554
Adjustment to state net operating loss carryforward		(1,750	)		(3,017	)
Adjustment to book/tax difference in asset bases		(1,599	)		(821	)
Change in valuation allowance		21,794			(6,386	)
Tax rate change		(28,549	)		-
Other		251			(124	)
Income tax benefit (provision)	$	943		$	(959	)

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Deferred tax assets (liabilities) are comprised of the following at December 31, 2017 and 2016:

Deferred tax assets (liabilities):
Accruals and reserves	$	2,366		$	4,944
Deferred revenue		452			724
Net operating loss carryforwards		49,245			70,782
Depreciation and amortization		1,450			472
Indefinite lived intangible assets		812			(959	)
Other		1,204			263
Gross deferred tax assets (liabilities)		55,529			76,226
Less: valuation allowance		(55,529	)		(77,185	)
Net deferred tax assets (liabilities)	$	-		$	(959	)

As a result of recurring operating losses, we have recorded a full valuation allowance against our net deferred income tax assets as of December 31, 2017 and 2016, as management was unable to conclude that it is more likely than not that the deferred income tax assets will be realized. During the years ended December 31, 2017 and 2016, the valuation allowance on deferred income tax assets decreased by $21,794 and increased by $6,386, respectively.

We had federal net operating loss carryforwards of approximately $205,000 and state net operating loss carryforwards of approximately $119,000 at December 31, 2017, which are available to reduce future federal and state taxable income. The federal and state net operating loss carryforwards expire from 2022 through 2038. If substantial changes in our ownership should occur, there would be an annual limitation of the amount of the net operating loss carryforwards which could be utilized.

We perform a review of our material tax positions in accordance with recognition and measurement standards established by authoritative accounting literature, which requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position.  If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.  Based upon our review and evaluation, during the years ended December 31, 2017 and 2016, we concluded that we had no unrecognized tax benefit that would affect our effective tax rate if recognized.

On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted. The legislation significantly revises the U.S. corporate income tax system by, among other things, lowering corporate income tax rates from 35% to 21%, introducing new limitations on interest expense, subjecting foreign earnings in excess of an allowable return to U.S. taxation, adopting a territorial tax regime and imposing a one-time transitional tax on deemed repatriated earnings of foreign subsidiaries.

As a result of the enactment of the Tax Act, the Company’s deferred tax assets and liabilities were revalued at the lower federal income tax rate. Because the Company is in a full valuation allowance position, no deferred tax expense related to the Tax Act was recorded. The Company’s blended deferred federal and state tax rate decreased from 39.3% to 27.4%.

The Company is subject to audit by the IRS and various states for tax years dating back to 2013. No federal or state tax return are currently under audit. 

NOTE 11 - COMMITMENTS AND CONTINGENCIES

Litigation

From time to time the Company and its subsidiaries are parties to litigation arising in the ordinary course of business operations. Such litigation primarily involves claims for personal injury, property damage, breach of contract and claims involving employee relations and certain administrative proceedings. Based on current information, we believe that the ultimate conclusion of the various pending litigation, in the aggregate, will not have a material adverse effect on our consolidated financial position, results of operations and cash flows and liquidity.

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Leases

We have operating leases for certain factory, warehouse, office space, and machinery and equipment. Certain leases provide for payment of real estate taxes, common area maintenance, insurance and certain other expenses. Lease terms may have escalating rent provisions and rent holidays that are expensed on a straight-line basis over the term of the lease and expire at various dates through 2028. Certain rent expenditures are made on a month-to-month basis as the underlying operating lease has expired. Total rental expense for operating leases was $1,831 and $1,915 for 2017 and 2016, respectively.

Certain leases of machinery and office equipment are classified as capital leases and expire at various dates through 2019. The future minimum lease payments in the aggregate are as follows:

	Operating		Capital
Years Ending December 31,	Leases		Leases
2018	$	1,993	$	1,434
2019		2,033		121
2020		2,067		-
2021		1,930		-
2022		1,839		-
Thereafter		8,990		-
	$	18,852	$	1,555

St. Petersburg Office Lease Agreement

On April 7, 2015, we entered into an Office Lease Agreement (the "Lease") for premises in St. Petersburg, Florida (the "Building"). The term of the Lease is for twelve years, commencing on May 1, 2015 and ending on April 30, 2027.

We initially leased the fifth floor of the Building (“Initial Premises”) and were required to expand the Initial Premises to include the sixth floor of the Building (“Expansion Premises”) between February 1, 2016 and October 31, 2016, upon notice to the landlord and provided that the landlord is not obligated to deliver the Expansion Premises unless we then have a traded market capitalization of $50,000 or more for the immediately preceding thirty days prior to the date of notice (“Market Cap Test”).

On November 30, 2016, both parties agreed to delay the planned improvements for the 6th floor of the Building to allow us the opportunity to obtain potential subtenants. Additionally, both parties agreed that the Initial Premises rent commencement date occurred on May 1, 2016, the Expansion Premises commencement date occurred on October 1, 2016 and our obligation to pay rent commenced on October 1, 2016. The aggregate amount of rent to be paid over the term of the Lease is $4,466 for the Initial Premises. In the event that we lease the Expansion Premises, rent for the Expansion Premises will be paid at the same rental rate payable for the Initial Premises and, if leased by us at the earliest date available under the Lease, will result in additional payments of up to approximately $4,552 over the term of the Lease.

The Lease required us to deposit a $1,000 security deposit with the landlord, payable July 1, 2015. If on May 1, 2018 (or on any subsequent May 1st during the term of the Lease), we satisfy the Market Cap Test, the landlord is required to return the entire security deposit to the Company. On April 30, 2015, the Company and a current institutional investor and lender entered into a Reimbursement Agreement pursuant to which the investor agreed to arrange for and provide an unconditional, irrevocable, transferable, and negotiable commercial letter of credit to serve as the security deposit.

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On November 30, 2016, we entered into a sublease agreement for the 5th floor of the Building with Powerchord, Inc. (“Subtenant”). The term commenced on February 1, 2017 and expires on June 30, 2022. We granted an option to renew the Subleased Space for the period July 1, 2022 through April 29, 2027. Subtenant will pay us an aggregate of $2,005 over the term of the agreement and an aggregate of $2,133 in the event of lease renewal. The subtenant has delivered an irrevocable Letter of Credit in the amount of $100 to secure its performance under the Sublease Agreement. In the event Subtenant exercises its option for renewal, Subtenant must secure its performance under the renewed Sublease Agreement by delivering an amended Letter of Credit or a new letter of credit.

Employee Agreements

We have entered into employment agreements with certain members of management. The terms of each agreement are different. However, one or all of these agreements include stipulated base salary, bonus potential, vacation benefits, severance and non-competition agreements.

Minimum Purchase Commitment

We entered into an agreement with a certain supplier in April 2013. As part of the agreement, we are required to make a minimum purchase with the supplier of at least $5,000 over the term of the 5-year agreement in exchange for a $250 one time transition allowance. If purchases are less than $5,000, the contract can either be extended or a payment can be made equal to the percent shortfall times $250. As of December 31, 2017 and since this contract commenced, we have purchased $2,200 worth of goods from this certain supplier.

Platinum Advisory Services LLC Agreement

On December 27, 2017, we entered into the Agreement for Equity in Exchange for Services with Platinum Advisory Services LLC (“Platinum”). Pursuant to the Agreement, we will issue from time to time shares of the Company’s common stock with an aggregate purchase price of $3,000 in exchange for payment in-kind consisting of the provision of media support and services performed by Platinum or its affiliates.

NOTE 12 - RELATED PARTY TRANSACTIONS

See Note 6 for discussion of a note payable to Little Harbor, GH, and Golisano LLC, related parties. In addition, Little Harbor, GH, and Golisano LLC were also issued warrants to purchase shares of the Company’s common stock, as discussed in Note 7.

Also discussed in Note 6 are certain loan guarantees made jointly and severally by Essex and its owner, Ianelli, related parties. See also Note 6 for discussion of operating leases with Essex, the 2015 purchase by Essex of certain machinery and equipment from us, and the lease back to use of same assets.

We had sales of $3,103 and $4,106 in 2017 and 2016, respectively, to an entity whose board of directors includes an individual who is also a member of the Company's board of directors.

NOTE 13 – SUBSEQUENT EVENTS

Sublicense Agreement

On January 17, 2018, the Company entered into a Sublicense Agreement with 463IP Partners, LLC (“463IP”) in which 463IP granted an exclusive, worldwide, perpetual sublicense to the licensed patents, licensed processes and licensed technology with the right to use, make, sell, offer, import, export, practice and develop the licensed patents, licensed processes, licensed products and licensed technology in all of the countries and territories of the world and with respect to the direct marketing, sale, use and consumption efforts directed towards athletes. In return for this sublicense, the Company agreed to purchase certain minimum amounts of licensed product solely from 463IP or from a manufacturer approved by 463IP. The minimum requirements are 10,000 kilograms of blended licensed product during the first year of the Sublicense Agreement and 20,000 kilograms of blended licensed product during the second year of the Sublicense Agreement.

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If purchased from 463IP, the price will be equivalent to the fully loaded cost to 463IP. Additionally the Company will pay a royalty equal to $2.50 per kilogram of blended licensed product purchased regardless of whether it is purchased from 463IP or a manufacturer approved by 463IP. The Per Kilo Fee shall be reduced by 50% under certain circumstances set forth in the Sublicense Agreement.

Plant Transition

On January 25, 2018, the Company announced that as part of improving operational efficiencies, the Company will transition the manufacturing of the balance of our products to strategic manufacturing partners (the “Transition”). The announcement came the same day the Board of Directors made the decision to undertake the Transition. As a result, operations at the underutilized American Fork, Utah facility are expected to cease during the first half of 2018. The Board of Directors believe that restructuring the supply chain similar to that of our award-winning NutraScience division, and leveraging NutraScience’s access to exclusive technologies, and processes, should result in greater flexibility, more efficient capital allocation and an improved cost structure, all of which are in the best interest of the Company and its shareholders.

The Company will incur certain foreseeable and unforeseeable costs to make the Transition, which will include but are not limited to increasing inventory to maintain products and services throughout the Transition, as well as providing severances to the affected Utah based employees. Currently, the Company is unable to make a determination of the estimates or range of estimates of the costs resulting from the Transition; however, such costs, could be material to our results of operations, financial position and cash flows and liquidity.

Board Member Resignation

On January 22, 2018, Mr. Ralph T. Iannelli informed the Board of Directors of Twinlab that he would be resigning from the Board of Directors effective immediately. His resignation is not a result of any disagreement with the Company.

Debt Agreements

Great Harbor Capital

Pursuant to a February 6, 2018 Secured Promissory Note, GH lent us $2,000 (Great Harbor Note 1”).  The note matures on February 6, 2021, bears interest at an annual rate of 8.5%, with the principal payable at maturity. This note is secured by collateral and is subordinate to the indebtedness owed to MidCap.

In connection with this loan, the Company issued into escrow in the name of GH a warrant to purchase an aggregate of 1,818,182 shares of the Company’s common stock at an exercise price of $0.01 per share (the "Great Harbor Warrant"). The Great Harbor Warrant will not be released from escrow or be exercisable unless and until the Company fails to pay GH the entire unamortized principal amount of the note and any accrued and unpaid interest thereon as of  February 6, 2021, or such earlier date as is required pursuant to an Acceleration Notice. The Company has reserved 1,818,182 shares of the Company’s common stock for issuance under the Great Harbor Warrant. The Great Harbor Warrant, if exercisable, expires on February 6, 2024.

Also on  February 6, 2018, the Company issued an Amended and Restated Secured Promissory Note to GH replacing the prior Secured Promissory Note issued on August 30, 2017. The amendment added a requirement that when the Company consummates any Special Asset Disposition (as defined in the Great Harbor Note 2), provided that the Company has a minimum liquidity of $1,000, the Company will use the net cash proceeds from the Special Asset Disposition to pay any accrued and unpaid interest under the Great Harbor Note and any other note subject to the Intercreditor Agreement (defined below). The maturity date, interest rate and payment terms remain unchanged from the original secured promissory note issued to GH on August 30, 2017.

GH also delivered a deferment letter to which GH agreed to defer all payments due under the notes specified in the Great Harbor Deferment Letter through March 31, 2018 until April 1, 2018 and agreed to refrain from declaring a default and/or exercising any remedies under the notes.

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Golisano Holdings LLC

Pursuant to a February 6, 2018 Secured Promissory Note, Golisano LLC lent us $2,000 (“Golisano LLC Note”).  The note matures on February 6, 2021, bears interest at an annual rate of 8.5%, with the principal payable at maturity. This note is secured by collateral and is subordinate to the indebtedness owed to MidCap.

In connection with this loan, the Company issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 1,818,182 shares of the Company’s common stock at an exercise price of $0.01 per share (the "Golisano Warrant"). The Golisano Warrant will not be released from escrow or be exercisable unless and until the Company fails to pay Golisano LLC the entire unamortized principal amount of the note and any accrued and unpaid interest thereon as of  February 6, 2021, or such earlier date as is required pursuant to an Acceleration Notice. The Company has reserved 1,818,182 shares of the Company’s common stock for issuance under the Golisano Warrant. The Golisano Warrant, if exercisable, expires on February 6, 2024.

Golisano LLC also delivered a deferment letter pursuant to which Golisano LLC agreed to defer all payments due under the notes specified in the Golisano Deferment Letter through March 31, 2018 until April 1, 2018 and agreed to refrain from declaring a default and/or exercising any remedies under the notes.

Other Events

On February 6, 2018, GH and Golisano LLC entered into an intercreditor agreement where they agreed that each of the Great Harbor Note 1, the Great Harbor Note 2 and the Golisano LLC Note are pari passu as to repayment, security and otherwise and are equally and ratably secured (the “Intercreditor Agreement”).

Midcap Funding X Trust

On January 22, 2015, the Company entered into a revolving credit facility with MidCap Financial Trust, which subsequently assigned the agreement to an affiliate, Midcap Funding X Trust (“MidCap”). The agreement is amended from time to time and wherein it was necessary under the terms of the agreement to obtain MidCap's consent to the transactions contemplated by the above mentioned Great Harbor Note and Golisano LLC Note; on February 6, 2018, MidCap agreed to consent to the transactions contemplated in exchange for a warrant to MidCap exercisable for up to 500,000 shares of the Company’s common stock at an exercise price of $.76 per share. The Company has reserved 500,000 shares of the Company’s common stock for issuance under MidCap. The warrant, if exercisable, expires on February 6, 2019.

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Little Harbor

Pursuant to a July 2014 Debt Repayment Agreement with Little Harbor, an entity owned by certain stockholders of the Company, the Company was obligated to pay such party our outstanding amount of $3,267 at maturity on July 25, 2017. However, the amount remained outstanding as of February 6, 2018 on which date the Company entered into an agreement with Little Harbor to convert the obligations due to an unsecured promissory note, in the principal amount of $3,267 (the "Little Harbor Note"). The Little Harbor Note matures on July 25, 2020. Interest on the outstanding principal accrues at a rate of 8.5% per year and is payable monthly on the first day of each month, beginning March 1, 2018. The principal of the Little Harbor Note is payable at maturity. The Little Harbor Note is subordinate to the indebtedness owed to GH and Golisano LLC.

Little Harbor also delivered a deferment letter to which Little Harbor agreed to defer all payments due under the notes specified in the Little Harbor Deferment Letter through March 31, 2018 until April 1, 2018 and agreed to refrain from declaring a default and/or exercising any remedies under the notes.

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EX-10.175

Exhibit 10.175

December 27, 2017

Agreement for Equity in Exchange for Services

TO:     Mr. Al Gever, CFO/COO

Twinlab Consolidated Holdings, Inc.

4800 T-Rex Avenue, Suite 305

Boca Raton, FL 33431

Dear Mr. Gever:

This letter serves as the formal agreement for equity in exchange for services ("Agreement") between Twinlab Consolidated Holdings, Inc. and Platinum Advisory Services LLC, whereby Platinum Advisory Services LLC will provide professional media support and adve1iising services in exchange for shares of stock in Twinlab Consolidated Holdings, Inc.

1.            Investment. The undersigned company, Platinum Advisory Services LLC ("Investor"), intending to be legally bound, hereby irrevocably agrees to purchase stock in Twinlab Consolidated Holdings, Inc., a Nevada corporation (the "Company"). Investor agrees to purchase shares of Company's common stock, par value $0.001 per share (the "Shares") for an aggregate purchase price of $3,000,000.00 (the "Purchase Price") with payment to be made in the form of credit for media support and services (the "Services") provided by the Investor and its affiliates to the Company, subject to insertion orders submitted by the Company that utilize the advertising rates set forth in Schedule B. Share quantity and price shall be determined and distributed to Investor in accordance with Schedule C.

Investor hereby acknowledges that the Shares being offered hereunder have not been registered under the Securities Act of 1933, as amended (the "Act"), and that the Shares are being offered and sold in accordance with exemptions from the registration requirements under the Act, including, without limitation, Rule 506 of Regulation D promulgated thereunder, as well as applicable state law.

2.              Services. Investor hereby agrees to purchase the Shares and provide payment-in-kind for the Shares by providing the Company with the Services having an aggregate value equal to the Purchase Price, subject to inse1iion orders submitted by the Company that utilize the advertising rates set forth in Schedule B.

3.               Representations and Warranties of Investor. Investor hereby represents, warrants and agrees with the Company as follows:

(a)

Investor is purchasing the Shares for Investor's own account for investment purposes only and not with the intent toward the further sale or distribution thereof.

(b)

Investor is an "accredited investor," as that term is defined in Regulation D. Investor has reviewed the description of "accredited investor" contained in the "Investor Suitability Standards" set forth in Schedule "l" hereto, hereby represents and warrants that Investor understands such definition and hereby represents and warrants that the information provided in Schedule "l" is true and accurate.

(c)	The Shares have not been registered under the Act and may not be transferred, sold, assigned, hypothecated or otherwise disposed of unless (i) in accordance with the terms and conditions of the Company's Articles of Incorporation and bylaws, (ii) such transaction is the subject of a registration statement, filed with and declared effective by the United States Securities and Exchange Commission (the "SEC"), or unless an exemption from the registration requirements under the Act is available, and (iii) such transaction is registered under applicable state law and regulation or is exempt under such state law and regulation.
(d)	Investor acknowledges that the purchase of the Shares involves a high degree of risk. Investor has fully reviewed the Risk Factors section included in the Company's F01m 10-K for the year ended December 31, 2016, filed with the SEC on or about March 31, 2017 (the "Form 10-K").
(e)	Investor has the sophistication, knowledge and acumen necessary to adequately evaluate an investment in the Company and understands completely the terms, conditions, and risks associated with any such investment in the Company. Investor reads and understands English. Investor has received and reviewed this Agreement.
(f)	Investor understands that no governmental agency has passed on or made any recommendation or endorsement of the purchase of the Shares hereunder.
(g)	Investor has sufficient available financial resources to provide adequately for his, her or its current needs, including possible personal contingencies, and can bear the economic risk of a complete loss of his, her or its investment hereunder without materially affecting Investor's financial condition.
(h)	Investor has been furnished any and all materials relating to the Company, and its proposed activities, this investment and anything set forth in this Agreement which Investor has requested and has been afforded the opportunity to obtain any additional information with respect thereto. Specifically, the Company has encouraged and Investor has had an opportunity to review the Company's periodic reports filed with the SEC, including the Form 10-K, the quarterly rep01is on Form 10-Q filed for the quarters ended March 31, 2017, June 30, 2017 and September 30, 2017, the current rep01is filed on Form 8-K since January 1, 2017, and the proxy statement relating to the 2017 annual meeting of stockholders filed on May 1, 2017 (collectively, the "SEC Filings"). The Company has made available to Investor, at a reasonable time prior to the purchase of the Shares, the opportunity to ask questions and receive answers concerning the terms and conditions of the investment, the Company and its business and to obtain any additional information which the Company possesses or can acquire without unreasonable effort or expense.

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(i)	The Company, through its representatives, has answered all inquiries of Investor concerning the Company, its business and the investment.
(j)	Investor has relied only on the inf01mation contained in this Agreement and the info1mation furnished or made available to Investor by the Company or its representatives, as described above. Any and all preliminary presentation materials, offering materials and agreements previously disseminated are superseded in all respects by this Agreement. Except as set fo1ih in this Agreement, no representations or warranties have been made to Investor, or to Investor's advisers, if any, by the Company, the Company's management, the original founders, or the Company's representatives with respect to the business of the Company or the prospects of the Company, and/or the economic, tax or any other aspects or consequences of a purchase of the Shares. Investor has not relied upon any information concerning the investment, written or oral, other than that contained in this Agreement, the SEC Filings or provided in writing by the Company at Investor's request. In addition, Investor has been represented by such legal and tax counsel and others selected by Investor as Investor has found necessary to consult concerning this transaction, and to review and evaluate the tax, economic and other ramifications of an investment in the Company. No representation, warranty or advice of any kind is made by the Company, the Company's management, the original founders, or any other person, with respect to any consequences relating to an investment in the Company.
(k)	Investor, if a corporation, limited partnership, partnership, trust or other form of business entity, is authorized and otherwise duly qualified to purchase and hold the Shares; such entity has its principal place of business as set forth on the signature page hereof and such entity has not been formed for the specific purpose of acquiring the Shares.
(l)	Investor understands that the Shares have not been registered under the Act and that the issuance of the Shares is being effectuated pursuant to an exemption from the registration requirements under the Act, and that reliance on such exemption is based, in part, upon the information being supplied hereunder by Investor.
(m)	Investor agrees that this Agreement shall be irrevocable upon execution and delivery by Investor, unless applicable state blue sky laws and regulations provide that it shall be revocable.
(n)	Investor is an entity which will beneficially own 10% or more of the outstanding Shares following the Company's acceptance of this Agreement, Investor is not an "investment company" as defined in the Investment Company Act of 1940 as amended (the "Investment Company"), and Investor itself is not relying on Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act as an exemption from classification as an Investment Company.
(o)	Each such beneficial owner's interest in Investor is held for his or her own account, and no beneficial owner holds an interest in Investor on behalf of any other individual or entity.

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4.            Transferability. This Agreement (including any rights or obligations hereunder) is not transferable or assignable by Investor without the prior written consent of the Company's management, and any such transfer or purported transfer without such consent shall be void ab initio.

5.              Enforcement and Governing Law. Should it become necessary for any party to institute legal action to enforce the terms and conditions of this Agreement, the successful party will be awarded reasonable attorneys' fees at all trial and appellate levels, expenses and costs. Any suit, action or proceeding with respect to this Agreement shall be brought in the courts seated in Palm Beach County, Florida. The parties hereto hereby accept the exclusive jurisdiction of such courts for the purpose of any such suit, action or proceeding and acknowledge that venue is proper in such courts. Furthermore, it is agreed that this Agreement shall be construed in accordance with and governed in all respects by the laws of the State of Florida, without application of the principles of conflicts of laws.

6.            Amendment. No modification, waiver, amendment, discharge or change of this Agreement shall be valid unless the same is evidenced by a written instrument, executed by the party against which such modification, waiver, amendment, discharge or change is sought.

7.              Entire Agreement. This Agreement together with the Exhibits, contain all of the understandings, representations and warranties of the parties hereto with respect to the subject matter hereof. All prior agreements, whether written or oral, are merged herein and shall be of no force or effect.

8.              Severability. The invalidity, illegality or unenforceability of any provision or provisions of this Agreement will not affect any other provision of this Agreement, which will remain in full force and effect, nor will the invalidity, illegality or unenforceability of a p01iion of any provision of this Agreement affect the balance of such provision. In the event that any one or more of the provisions contained in this Agreement or any portion thereof shall for any reason be held to be invalid, illegal or unenforceable in any respect, this Agreement shall be reformed, construed and enforced as if such invalid, illegal or unenforceable provision had never been contained herein.

9.              Enforcement Benefit of Agreement. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors, personal representatives, estate, heirs and legatees.

10.             Captions. The captions in this Agreement are for convenience and reference purposes only and in no way define, describe, extend or limit the scope of this Agreement or the intent of any provisions hereof.

11.              Number and Gender. All pronouns and any variation thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the party or parties, or their personal representatives may reasonably require.

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12.             Further Assurances. Investor agrees to execute, acknowledge, and deliver any and all documentation as may be reasonably required from time to time to effect the intent and purpose of this Agreement.

13.            Confidentiality. Investor acknowledges and agrees that any information, documents or data that Investor or Investor's representatives, if any, have acquired from or about the Company, not otherwise properly in the public domain, was received in confidence. Investor agrees not to divulge, communicate or disclose, except as may be required by applicable law or for the performance by Investor of this Agreement, or use to the detriment of the Company or for the benefit of any other person or entity, or misuse in any way, any confidential information of the Company.          '

14.            Signature Page. The signatures on this Agreement are contained on the applicable Signature Page attached hereto. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. A signed copy of this Agreement delivered by facsimile, email or other form of electronic transmission shall be deemed to have the same legal effect as a delivery of an original signed copy.

See the attached schedule(s):

Schedule A - Investor Suitability Standards

Schedule B - Schedule of Platinum Advisory Services LLC Rates

Schedule C - Share Distribution and Price

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TWINLAB CONSOLIDATED HOLDINGS, INC.

EXECUTION PAGE FOR SUBSCRIPTION BY AN ENTITY

The undersigned's signature on this Special Execution Page evidences its agreement to be bound by the foregoing Agreement For Equity In Exchange For Services.

The undersigned represents that (a) he/she has read and understands this agreement, and (b) he/she will immediately notify the Company in writing if any material change in any of the information contained in this Agreement occurs before the acceptance of this Agreement.

$3 000 000.00	12/27/17
Purchase Price1	Date
	Name of Investor Entity exactly as you wish it to appear on the Company Records (Please type or print):

4 NYP	Platinum Advisory Services
Address	Name of Entity
New York, NY 10004
Address (continued)	Name of Entity (continued)
Address (continued)	Name of Entity (continued)

(Telephone Number)	United States Taxpayer Identification Number (if applicable)
(E-Mail Address)

________________________________

¹ Purchase Price will be paid to the Company through the Investor's provision of the Services having an aggregate value equal to the Purchase Price, subject to insertion orders submitted by the Company that utilize the advertising rates set forth in Schedule B.

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The undersigned trustee, partner, manager, member or officer certifies that he or she has full power and authority from the beneficiaries, partners, members, managers, limited partners or directors of the entity named below to execute this agreement on behalf of the entity and to make the representations and warranties made herein on behalf of such entity and that investment in the Company has been affirmatively authorized by the governing board of the entity and is not prohibited by the entity's governing documents.

PLATINUM ADVISORY SERVICES LLC
Name	/s/ CHRIS POLIMENI
Title:	SVP – CFO/COO

Accepted and Agreed to:

TWINLAB CONSOLIDATED HOLDINGS, INC.

By:                /s/ ALAN GEVER                               

Name:     Alan S. Gever

Title:CFO/ COO

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SCHEDULE A

INVESTOR SUITABILITY STANDARDS 

		Investor must, either alone or with a financial advisor, have read and understood this agreement, including, but not limited to, such portions concerning the risks of an investment in the Company, and meet one of the suitability requirements set forth below. Please place a mark next to applicable item:
1.	[   ]	An individual having a net worth, or jointly with spouse, at the time of purchase of in excess of $1,000,000 (determined by subtracting total liabilities from total assets; but excluding the value of such person's primary residence and excluding the related amount of any mortgage or other indebtedness secured by such person's primary residence up to its fair market value, provided that any mortgage or other indebtedness secured by such person's primary residence in excess of the value of such residence must be considered a liability and deducted from such person's net worth, and provided further that if the amount of debt secured by such person's primary residence has increased in the 60 days preceding the sale of securities to such person (other than in connection with the acquisition of the primary residence), then the amount of that increase is included as a liability in the net worth calculation, even if the estimated value of the residence is greater than the amount of debt secured by it).
2.	[   ]	An individual whose individual aggregate gross income for federal income tax purposes was in excess of $200,000 in each of the two most recent years, or whose joint income with spouse was in excess of $300,000 in each of those years, and who reasonably expects his individual (or joint) income to reach such level(s) in the current year.
3.	[X]	A corporation, partnership, a business trnst, or organization described in Section 50l(c)(3) of the Internal Revenue Code (tax-exempt organization), not formed for the specific purpose of acquiring the Shares, having total assets in excess of $5,000,000.
4.	[   ]	A bank, savings and loan association or other similar institution (as defined in Sections 3(a)(2) and (3)(5)(A) of the Act).
5.	[   ]	An insurance company (as defined in Section 2(a)(13) of the Act).
6.	[   ]	An investment company registered under the Investment Company Act of 1940.
7.	[   ]	A business development company (as defined in Section2(a)(48) of the Investment Company Act of 1940).
8.	[   ]	A Small Business Investment Company licensed by the U.S. Small Business Administration under Sections 30l(c) or (d) of the Small Business Investment Act of 1958.

9.	[   ]	A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended.
10.	[   ]	A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, which plan has total assets in excess of $5,000,000.
11.	[   ]	An employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a "Plan Fiduciary", as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company or registered investment adviser.
12.	[   ]	An employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 having total assets in excess of $5,000,000.
13.	[   ]	A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.
14.	[   ]	A director or executive officer of the Company.
15.	[   ]	A trust, with total assets in excess of U.S. $5,000,000, not formed for the specific purpose of acquiring the Shares, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii).
16.	[   ]	An entity in which all of the equity owners are "accredited investors" (i.e. qualify under (1) or (2) above).

SCHEDULE B

ADVERTISING RATES

November 1, 2017

Here is an overview of open and discounted 2018 ad rates and digital CPMs;

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Notes;

1-	Print rates apply to all ‘run of book’ advertising and ‘sponsored editorial’ pages
2-	Special unit (cover units, premium positions etc.) pricing will be agreed upon separately
3-	Earned rate card discounts will apply by category to all future acquisitions
4-	Event sponsorships details will be provided separately

SCHEDULEC

SHARE DISTRIBUTION AND PRICE

1.	During the first quarter of each calendar year, the Parties shall mutually agree on that year's annual forecast to use the Services (the "Forecast").
2.	Investor shall determine the cost of the Forecast based upon the rates set forth in Schedule B and invoice Company for Services.
3.	Company will then distribute an amount of Shares equal to the amount invoiced by the Investor in connection with the Forecast. The value of a Share will be based on the fair market value of a Share on each of the applicable issuance dates, applying any discount rate to be determined by the Company's Board of Directors, acting reasonably and in good faith.
4.	This will continue annually until the Company has distributed to Investor an aggregate of $3,000,000.00 worth of Shares.

EX-14.1

Exhibit 14.1

Twinlab Consolidated Holdings, Inc. Code of Ethics and Business Conduct

1.     Introduction.

1.1      The Board of Directors of Twinlab Consolidated Holdings, Inc. (together with its subsidiaries, the "Company") has adopted this Code of Ethics and Business Conduct (the "Code") in order to:

(a)     promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;

(b)     promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the "SEC") and in other public communications made by the Company;

(c)     promote compliance with applicable governmental laws, rules and regulations;

(d)     promote the protection of Company assets, including corporate opportunities and confidential information;

(e)     promote fair dealing practices;

(f)     deter wrongdoing; and

(g)     ensure accountability for adherence to the Code.

1.2     All directors, officers and employees are required to be familiar with the Code, comply with its provisions and report any suspected violations as described below in Section 10., Reporting and Enforcement.

2.     Honest and Ethical Conduct.

2.1     The Company's policy is to promote high standards of integrity by conducting its affairs honestly and ethically.

2.2     Each director, officer and employee must act with integrity and observe the highest ethical standards of business conduct in his or her dealings with the Company's customers, suppliers, partners, service providers, competitors, employees and anyone else with whom he or she has contact in the course of performing his or her job.

3.     Conflicts of Interest.

3.1     A conflict of interest occurs when an individual's private interest (or the interest of a member of his or her family) interferes, or even appears to interfere, with the interests of the Company as a whole. A conflict of interest can arise when an employee, officer or director (or a member of his or her family) takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. Conflicts of interest also arise when an employee, officer or director (or a member of his or her family) receives improper personal benefits as a result of his or her position in the Company.

3.2     Loans by the Company to, or guarantees by the Company of obligations of, employees or their family members are of special concern and could constitute improper personal benefits to the recipients of such loans or guarantees, depending on the facts and circumstances. Loans by the Company to, or guarantees by the Company of obligations of, any director or officer or their family members are expressly prohibited.

3.3     Whether or not a conflict of interest exists or will exist can be unclear. Conflicts of interest should be avoided unless specifically authorized as described in Section 3.4.

3.4     Persons other than directors and executive officers who have questions about a potential conflict of interest or who become aware of an actual or potential conflict should discuss the matter with, and seek a determination and prior authorization or approval from, their supervisor or the Chief Legal Officer. A supervisor may not authorize or approve conflict of interest matters or make determinations as to whether a problematic conflict of interest exists without first providing the Chief Legal Officer with a written description of the activity and seeking the Chief Legal Officer's written approval. If the supervisor is himself involved in the potential or actual conflict, the matter should instead be discussed directly with the Chief Legal Officer.

Directors and executive officers must seek determinations and prior authorizations or approvals of potential conflicts of interest exclusively from the Audit Committee. In the event the Company does not have a separate standing Audit Committee, the entire Board of Directors shall function as the Audit Committee for purposes of the Code.

4.     Compliance.

4.1     Employees, officers and directors should comply, both in letter and spirit, with all applicable laws, rules and regulations in the cities, states and countries in which the Company operates.

4.2     Although not all employees, officers and directors are expected to know the details of all applicable laws, rules and regulations, it is important to know enough to determine when to seek advice from appropriate personnel. Questions about compliance should be addressed to the Legal Department.

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4.3     No director, officer or employee may purchase or sell any Company securities while in possession of material non-public information regarding the Company, nor may any director, officer or employee purchase or sell another company's securities while in possession of material non-public information regarding that company. It is against Company policies and illegal for any director, officer or employee to use material non-public information regarding the Company or any other company to:

(a)     obtain profit for himself or herself; or

(b)     directly or indirectly "tip" others who might make an investment decision on the basis of that information.

5.     Disclosure.

5.1     The Company's periodic reports and other documents filed with the SEC, including all financial statements and other financial information, must comply with applicable federal securities laws and SEC rules.

5.2     Each director, officer and employee who contributes in any way to the preparation or verification of the Company's financial statements and other financial information must ensure that the Company's books, records and accounts are accurately maintained. Each director, officer and employee must cooperate fully with the Company's accounting and internal audit departments, as well as the Company's independent public accountants and counsel.

5.3     Each director, officer and employee who is involved in the Company's disclosure process must:

(a)     be familiar with and comply with the Company's disclosure controls and procedures and its internal control over financial reporting; and

(b)     take all necessary steps to ensure that all filings with the SEC and all other public communications about the financial and business condition of the Company provide full, fair, accurate, timely and understandable disclosure.

6.     Protection and Proper Use of Company Assets.

6.1     All directors, officers and employees should protect the Company's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company's profitability and are prohibited.

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6.2     All Company assets should be used only for legitimate business purposes, though incidental personal use may be permitted. Any suspected incident of fraud or theft should be reported for investigation immediately.

6.3     The obligation to protect Company assets includes the Company's proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business and marketing plans, engineering and manufacturing ideas, designs, databases, records and any non-public financial data or reports. Unauthorized use or distribution of this information is prohibited and could also be illegal and result in civil or criminal penalties.

7.     Corporate Opportunities. All directors, officers and employees owe a duty to the Company to advance its interests when the opportunity arises. Directors, officers and employees are prohibited from taking for themselves personally (or for the benefit of friends or family members) opportunities that are discovered through the use of Company assets, property, information or position. Directors, officers and employees may not use Company assets, property, information or position for personal gain (including gain of friends or family members). In addition, no director, officer or employee may compete with the Company.

8.     Confidentiality. Directors, officers and employees should maintain the confidentiality of information entrusted to them by the Company or by its customers, suppliers or partners, except when disclosure is expressly authorized or legally required. Confidential information includes all non-public information (regardless of its source) that might be of use to the Company's competitors or harmful to the Company or its customers, suppliers or partners if disclosed.

9.     Fair Dealing. Each director, officer and employee must deal fairly with the Company's customers, suppliers, partners, service providers, competitors, employees and anyone else with whom he or she has contact in the course of performing his or her job. No director, officer or employee may take unfair advantage of anyone through manipulation, concealment, abuse or privileged information, misrepresentation of facts or any other unfair dealing practice.

10.   Reporting and Enforcement.

10.1    Reporting and Investigation of Violations.

(a)     Actions prohibited by this code involving directors or executive officers must be reported to the Audit Committee.

(b)     Actions prohibited by this code involving any other person must be reported to the reporting person's supervisor or the Chief Legal Officer.

4

(c)     After receiving a report of an alleged prohibited action, the Audit Committee, the relevant supervisor or the Chief Legal Officer must promptly take all appropriate actions necessary to investigate.

(d)     All directors, officers and employees are expected to cooperate in any internal investigation of misconduct.

10.2   Enforcement.

(a)     The Company must ensure prompt and consistent action against violations of this Code.

(b)     If, after investigating a report of an alleged prohibited action by a director or executive officer, the Audit Committee determines that a violation of this Code has occurred, the Audit Committee will report such determination to the Board of Directors.

(c)     If, after investigating a report of an alleged prohibited action by any other person, the relevant supervisor or the Chief Legal Officer determines that a violation of this Code has occurred, the supervisor will report such determination to the Chief Legal Officer or, if the Chief Legal Officer is the reporting person, the Chief Legal Officer will report such determination to the President and Chief Executive Officer.

(d)     Upon receipt of a determination that there has been a violation of this Code, the Board of Directors or the Chief Legal Officer will take such preventative or disciplinary action as it deems appropriate, including, but not limited to, reassignment, demotion, dismissal and, in the event of criminal conduct or other serious violations of the law, notification of appropriate governmental authorities.

10.3   Waivers.

(a)     Each of the Board of Directors (in the case of a violation by a director or executive officer) and the Chief Legal Officer (in the case of a violation by any other person) may, in its discretion, waive any violation of this Code.

(b)     Any waiver for a director or an executive officer shall be disclosed as required by SEC and applicable stock exchange rules.

10.4   Prohibition on Retaliation.

The Company does not tolerate acts of retaliation against any director, officer or employee who makes a good faith report of known or suspected acts of misconduct or other violations of this Code.

5

Acknowledgment of Receipt and Review

To be signed and returned to the Chief Legal Officer.

I, _______________________, acknowledge that I have received and read a copy of the Twinlab Consolidated Holdings, Inc. Code of Ethics and Business Conduct (the “Code”). I understand the contents of the Code and I agree to comply with the policies and procedures set out in the Code.

I understand that I should approach the Chief Legal Officer if I have any questions about the Code generally or any questions about reporting a suspected conflict of interest or other violation of the Code.

________________________

[NAME]

________________________

[PRINTED NAME]

________________________

[DATE]

6

EX-21.1

Exhibit 21.1

List of Subsidiaries

Twinlab Consolidation Corporation, a wholly owned subsidiary of Twinlab Consolidated Holdings, Inc.

Twinlab Holdings, Inc., a wholly owned subsidiary of Twinlab Consolidation Corporation

ISI Brands Inc., a wholly owned subsidiary of Twinlab Holdings, Inc.

Twinlab Corporation., a wholly owned subsidiary of Twinlab Holdings, Inc.

NutraScience Labs, Inc., a wholly owned subsidiary of Twinlab Consolidation Corporation

Nutrascience Labs IP Corporation, a wholly owned subsidiary of Twinlab Consolidation Corporation

Organic Holdings LLC, a wholly owned subsidiary of Twinlab Consolidation Corporation

CocoaWell, LLC, a wholly owned subsidiary of Organic Holdings LLC

Fembody, LLC, a wholly owned subsidiary of Organic Holdings LLC

InnoVitamin Organics, LLC, a wholly owned subsidiary of Organic Holdings LLC

Joie Essance, LLC, a wholly owned subsidiary of Organic Holdings LLC

Organics Management LLC, a wholly owned subsidiary of Organic Holdings LLC

Re-Body, LLC, a wholly owned subsidiary of Organic Holdings LLC

Reserve Life Organics, LLC, a wholly owned subsidiary of Organic Holdings LLC

ResVitale, LLC, a wholly owned subsidiary of Organic Holdings LLC

Reserve Life Nutrition, L.L.C., a wholly owned subsidiary of Organic Holdings LLC

Innovita Specialty Distribution LLC, a wholly owned subsidiary of Organic Holdings LLC

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the registration statement on Form S-8 (File No. 333-201472) of our report dated March 30, 2018 included in this Form 10-K, with respect to the consolidated financial statements of Twinlab Consolidated Holdings, Inc. and subsidiaries as of December 31, 2017 and 2016 and for the years then ended.

/s/ Tanner LLC

April 2, 2018

EX-31.1

EXHIBIT31.1

CERTIFICATION

I, Naomi L. Whittel, certify that:

1. I have reviewed this Annual Report on Form 10-K of Twinlab Consolidated Holdings, Inc.;

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

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

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

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

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

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

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

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

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

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

Date: April 2, 2018

/s/ Naomi L. Whittel

Naomi L. Whittel

Chief Executive Officer

EX-31.2

EXHIBIT31.2

CERTIFICATION

I, Alan S. Gever, certify that:

1. I have reviewed this Annual Report on Form 10-K of Twinlab Consolidated Holdings, Inc.;

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

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

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

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

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

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

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

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

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

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

Date: April 2, 2018

/s/ Alan S. Gever

Alan S. Gever

Chief Financial Officer and Chief

Operating Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Twinlab Consolidated Holdings, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Naomi L. Whittel, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. s.s. 1350, as adopted pursuant to s.s. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 2, 2018	/s/ Naomi L. Whittel
	Naomi L. Whittel
	Chief Executive Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Twinlab Consolidated Holdings, Inc. and will be retained by Twinlab Consolidated Holdings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Twinlab Consolidated Holdings, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alan S. Gever, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. s.s. 1350, as adopted pursuant to s.s. 906 of the Sarbanes-Oxley Act of 2002, that:

(3) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(4) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 2, 2018	/s/ Alan S. Gever
	Alan S. Gever
	Chief Financial Officer and Chief Operating Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Twinlab Consolidated Holdings, Inc. and will be retained by Twinlab Consolidated Holdings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2017	Apr. 02, 2018	Jun. 30, 2017
Document Information [Line Items]
Entity Registrant Name	Twinlab Consolidated Holdings, Inc.
Entity Central Index Key	0001590695
Trading Symbol	tlcc
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Common Stock, Shares Outstanding (in shares)		252,275,066
Entity Public Float			$ 24,893,196
Document Type	10-K
Document Period End Date	Dec. 31, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	FY
Amendment Flag	false

XML

Consolidated Balance Sheets - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Current assets:
Cash	$ 1,350,000	$ 5,097,000
Accounts receivable, net of allowance of $2,534 and $2,365, respectively	6,528,000	7,768,000
Inventories, net	17,168,000	17,601,000
Prepaid expenses and other current assets	2,256,000	2,870,000
Total current assets	27,302,000	33,336,000
Property and equipment, net	3,169,000	3,528,000
Intangible assets, net	23,063,000	30,197,000
Goodwill	17,797,000	24,098,000
Other assets	1,762,000	1,667,000
Total assets	73,093,000	92,826,000
Current liabilities:
Accounts payable	10,146,000	7,866,000
Accrued expenses and other current liabilities	10,336,000	11,434,000
Derivative liabilities	6,791,000	6,455,000
Notes payable and current portion of long-term debt, net of discount of $3,451 and $2,297, respectively	68,093,000	11,631,000
Total current liabilities	95,366,000	37,386,000
Long-term liabilities:
Deferred gain on sale of assets	1,565,000	1,727,000
Deferred tax liability		959,000
Notes payable and long-term debt, net of current portion and discount of $0 and $3,451, respectively	3,383,000	50,988,000
Total long-term liabilities	4,948,000	53,674,000
Total liabilities	100,314,000	91,060,000
Commitments and contingencies
Stockholders’ equity (deficit):
Preferred stock, $0.001 par value, 500,000,000 shares authorized, no shares issued and outstanding	0	0
Common stock, $0.001 par value, 5,000,000,000 shares authorized, 388,081,117 and 387,730,078 shares issued, respectively	388,000	388,000
Additional paid-in capital	226,884,000	226,380,000
Stock subscriptions receivable	(30,000)	(30,000)
Treasury stock, 134,806,051 and 134,163,685 shares at cost, respectively	(500,000)	(500,000)
Accumulated deficit	(253,963,000)	(224,472,000)
Total stockholders’ equity (deficit)	(27,221,000)	1,766,000
Total liabilities and stockholders' equity (deficit)	$ 73,093,000	$ 92,826,000

XML

Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Accounts receivable, allowance	$ 2,534	$ 2,365
Notes payable and current portion of long-term debt, unamortized discount	3,451	2,297
Notes payable and long-term debt, net of current portion, unamortized discount	$ 0	$ 3,451
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	500,000,000	500,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	5,000,000,000	5,000,000,000
Common stock, shares issued (in shares)	388,081,117	387,730,078
Treasury stock, shares (in shares)	134,806,051	134,163,685

XML

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Net sales	$ 85,501	$ 86,323
Cost of sales	66,488	65,230
Gross profit	19,013	21,093
Selling, general and administrative expenses	29,032	33,452
Impairment of goodwill and intangible assets	11,106
Loss from operations	(21,125)	(12,359)
Other income (expense):
Interest expense, net	(8,934)	(8,848)
Loss on stock purchase guarantee		(3,210)
Gain (loss) on change in derivative liabilities	(336)	24,661
Other income (expense), net	(39)	31
Total other income (expense)	(9,309)	12,634
Income (loss) before income taxes	(30,434)	275
Benefit (provision) for income taxes	943	(959)
Total net loss	$ (29,491)	$ (684)
Weighted average number of common shares outstanding – basic (in shares)	252,943,406	261,726,723
Net loss per common share – basic (in dollars per share)	$ (0.12)	$ 0
Weighted average number of common shares outstanding – diluted (in shares)	252,943,406	273,187,511
Net loss per common share – diluted (in dollars per share)	$ (0.12)	$ (0.09)

XML

Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Stock Subscriptions Receivable [Member]	Treasury Stock [Member]	Retained Earnings [Member]	Total
Balance (in shares) at Dec. 31, 2015	382,210,052			86,505,916
Balance at Dec. 31, 2015	$ 382	$ 223,165	$ (30)		$ (223,788)	$ (271)
Cash (in shares)	3,000,000
Cash	$ 3					3
Exercise of warrants for cash (in shares)	1,697,136
Exercise of warrants for cash	$ 2	(1)				1
Derivative liabilities		1,975				1,975
Issuance of put option for derivative liability		(3)				(3)
Stock-based compensation (in shares)
Stock-based compensation		1,244				1,244
Settlement of vested RSU shares to employees (in shares)	822,890
Settlement of vested RSU shares to employees	$ 1					1
Purchase of treasury shares (in shares)				47,657,769
Purchase of treasury shares				$ (500)		(500)
Net loss					(684)	(684)
Balance (in shares) at Dec. 31, 2016	387,730,078			134,163,685
Balance at Dec. 31, 2016	$ 388	226,380	(30)	$ (500)	(224,472)	1,766
Stock-based compensation (in shares)	351,039
Stock-based compensation		504				504
Purchase of treasury shares (in shares)				642,366
Purchase of treasury shares
Net loss					(29,491)	(29,491)
Balance (in shares) at Dec. 31, 2017	388,081,117			134,806,051
Balance at Dec. 31, 2017	$ 388	$ 226,884	$ (30)	$ (500)	$ (253,963)	$ (27,221)

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Cash flows from operating activities:
Net loss	$ (29,491)	$ (684)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	3,170	3,008
Amortization of debt discount	2,419	3,472
Stock-based compensation	504	1,244
Provision (benefit) for obsolete inventory	442	(174)
Provision (recovery) for losses on accounts receivable	152	(481)
Loss on stock purchase price guarantee		3,210
Impairment of goodwill and intangible assets	11,106
(Gain) loss on change in derivative liabilities	336	(24,661)
Deferred income taxes	(959)	959
Other non-cash items	(162)	(162)
Changes in operating assets and liabilities:
Accounts receivable	1,088	594
Inventories	(9)	(3,699)
Prepaid expenses and other current assets	614	(1,288)
Other assets	(95)	(191)
Accounts payable	2,280	(8,888)
Accrued expenses and other current liabilities	2,102	2,411
Net cash used in operating activities	(6,503)	(25,330)
Cash flows from investing activities:
Purchase of property and equipment	(152)	(120)
Net cash used in investing activities	(152)	(120)
Cash flows from financing activities:
Proceeds from the issuance of debt	6,267	29,270
Repayment of debt	(2,119)	(3,442)
Net (repayment) borrowings from revolving credit facility	(1,240)	3,479
Net cash provided by financing activities	2,908	29,307
Net increase (decrease) in cash	(3,747)	3,857
Cash at the beginning of the period	5,097	1,240
Cash at the end of the period	1,350	5,097
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	3,038	5,376
Cash paid for income taxes		27
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING TRANSACTIONS:
Decrease in derivative liabilities and increase in common stock and additional paid-in capital on exercise of warrants		1,975
Issuance of other liability for purchase of treasury shares		500
Accrued liability settled through the issuance of long-term debt	3,200
Property and equipment acquired through the issuance of capital leases	$ 330	$ 415

XML

Note 1 - Nature of Operations and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Significant Accounting Policies [Text Block]

NOTE

1

– NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Twinlab Consolidated Holdings, Inc. (the “Company”

, “Twinlab,” “we,” “our” and “us”) was incorporated on

October 24, 2013

under the laws of the State of Nevada as Mirror Me, Inc. On

August 7, 2014,

we amended our articles of incorporation and changed our name to Twinlab Consolidated Holdings, Inc.

Nature of Operations

We are

an integrated manufacturer, marketer, distributor and retailer of branded nutritional supplements and other natural products sold to and through domestic health and natural food stores, mass market retailers, specialty stores retailers, on-line retailers and websites. Internationally, we market and distribute branded nutritional supplements and other natural products to and through health and natural product distributors and retailers.

Our

products include vitamins, minerals, specialty supplements and sports nutrition products sold under the Twinlab® brand name (including the Twinlab® Fuel brand of sports nutrition products); a market leader in the healthy aging and beauty from within categories sold under the Reserveage™ Nutrition and ResVitale® brand names; diet and energy products sold under the Metabolife® brand name; the Re-Body® brand name; and a full line of herbal teas sold under the Alvita® brand name. To accommodate consumer preferences, our products come in various formulations and delivery forms, including capsules, tablets, softgels, chewables, liquids, sprays and powders. These products are sold primarily through health and natural food stores and on-line retailers, supermarkets, and mass-market retailers.

We also perform contract manufacturing services for private label products.

  Our contract manufacturing business involves the manufacture of custom products to the specifications of a customer who requires finished product under the customer’s own brand name.  We do

not

market these private label products as our business is to manufacture and sell the products to the customer, who then markets and sells the products to retailers or end consumers.

Principles of Consolidation

The

consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from those estimates. Significant management estimates include those with respect to returns and allowances, allowance for doubtful accounts, reserves for inventory obsolescence, the recoverability of long-lived assets, intangibles and goodwill and the estimated value of warrants and derivative liabilities.

Revenue Recognition

Revenue from product sales, net of estimated returns and allowances, is recognized when evidence of an arrangement is in place, related prices are fixed and determinable, contractual obligations have been satisfied, title and risk of loss have been transferred to the customer and collection of the resulting receivable is reasonably assured. Shipping terms are generally

freight on board shipping point. We sell predominately in the North American and European markets, with international sales transacted in U.S. dollars.

Fair

V

alue of

F

inancial

I

nstruments

We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into

three

levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level

1

– inputs are quoted prices in active markets for identical assets that the reporting entity has the ability to access at the measurement date.

Level

2

– inputs are other than quoted prices included within Level

1

that are observable for the asset, either directly or indirectly.

Level

3

– inputs are unobservable inputs for the asset that are supported by little or

no

market activity and that are significant to the fair value of the underlying asset or liability.

The following table summarizes our financial instruments that are measured at fair value on a recurring basis as of

December 31, 2017

and

2016:

December 31, 2017	Total		Level 1		Level 2		Level 3
Derivative liabilities	$	6,791	$	-	$	-	$	6,791

December 31, 2016	Total		Level 1		Level 2		Level 3
Derivative liabilities	$	6,455	$	-	$	-	$	6,455

Accounts Receivable and Allowances

We

grant credit to customers and generally do

not

require collateral or other security. We perform credit evaluations of our customers and provide for expected claims related to promotional items; customer discounts; shipping shortages; damages; and doubtful accounts based upon historical bad debt and claims experience. As of

December 31, 2017,

total allowances amounted to

$2,534,

of which

$329

was related to doubtful accounts receivable. As of

December 31, 2016,

total allowances amounted to

$2,365,

of which

$481

was related to doubtful accounts receivable.

Inventories

Inventories are stated at the

lower of cost or net realizable value and are reduced by an estimated reserve for obsolete inventory.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation, including amounts amortized under capital leases, is calculated on the straight-line method over the estimated useful lives of the related assets, which are

7

to

10

years for machinery and equipment,

8

years for furniture and fixtures and

3

years for computers. Leasehold improvements are amortized over the shorter of the useful life of the asset or the term of the lease.

Normal repairs and maintenance are expensed as incurred. When assets are retired or otherwise disposed of, the related cost and accumulated depreciation or amortization is removed from the accounts and any gain or loss is included in the results of operations.

Intangible Assets

Intangible assets consist primarily of trademarks and customer relationships, which are amortized on a straight-line basis over their estimated useful lives ranging from

3

to

30

years. The valuation and classification of these assets and the assignment of amortizable lives involve significant judgment and the use of estimates.

We believe that our long-term growth strategy supports our fair value conclusions. For intangible assets, the recoverability of these amounts is dependent upon achievement of our projections and the execution of key initiatives related to revenue growth and improved profitability.

Goodwill

Goodwill is

not

subject to amortization, but is reviewed for impairment annually, or more frequently whenever events or changes in circumstances indicate the carrying value of goodwill

may

not

be recoverable. An impairment charge would be recorded to the extent the carrying value of goodwill exceeds its estimated fair value. The testing of goodwill under established guidelines for impairment requires significant use of judgment and assumptions. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations.

Impairment of Long-Lived Assets

Long-lived assets, including intangible assets subject to amortization, are reviewed for impairment when changes in circumstances indicate that the carrying amount of the asset

may

not

be recoverable. If the carrying amount of the asset exceeds the expected undiscounted cash flows of the asset, an impairment charge is recognized equal to the amount by which the carrying amount exceeds fair value. The testing of these intangibles under established guidelines for impairment requires significant use of judgment and assumptions. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations.

Indefinite-Lived Intangible Assets

Indefinite-lived intangible assets relating to the asset acquisition of Organic Holdings

, LLC (“Organic Holdings”), a market leader in the healthy aging and beauty from within categories and owner of the award-winning Reserveage™ Nutrition brand, are determined to have an indefinite useful economic life and as such are

not

amortized. Indefinite-lived intangible assets are tested for impairment annually which consists of a comparison of the fair value of the asset with its carrying value. The total indefinite-lived intangible assets as of

December 31, 2017

and

2016

was

$4,346

and

$5,900,

respectively.

An impairment of

$1,554

and

$0

was recorded in the years ended

December 31, 2017

and

2016,

respectively (see Note

5

).

Shipping and Handling Costs

Shipping and handling fees when billed to customers are included as a component of net sales. The total costs associated with shipping and handling are included as a component of cost of

sales and totaled

$3,521

and

$3,335

in

2017

and

2016,

respectively.

Advertising and Promotion Costs

We

advertise our branded products through national and regional media and through cooperative advertising programs with customers. Costs for cooperative advertising programs are expensed as earned by customers and recorded in selling, general and administrative expenses. Our advertising expenses were

$4,577

and

$3,161

in

2017

and

2016,

respectively. Customers are also offered in-store promotional allowances and certain products are also promoted with direct to consumer rebate programs. Costs for these promotional programs are recorded as incurred as a reduction to net sales.

Research and Development Costs

Research and development costs are expensed as incurr

ed and totaled

$1,377

and

$1,226

in

2017

and

2016,

respectively.

Income Taxes

We use the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income tax assets and liabilities are recognized for the future income tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases and operating loss and income tax credit carry-forwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in income tax rates is recongnized in the period that includes the enactment date.

Value of Warrants Issued with Debt

We estimate the grant date value of certain warrants issued with debt, a valuation method, such as the Black-Scholes option pricing model, or, if the terms are more complex, using an outside professional valuation firm, which uses the

Monte Carlo option lattice model.  We record

the amounts as interest expense or debt discount, depending on the terms of the agreement. These estimates involve multiple inputs and assumptions, including the market price of the Company’s common stock, stock price volatility and other assumptions to project

earnings before interest, taxes, depreciation and amortization (“EBITDA”) and other reset events. These inputs and assumptions are subject to management’s judgment and can vary materially from period to period.

Derivative Liabilities

We have recorded certain warrants as derivative liabilities at estimated fair value, as determined based on our use of an outside professional valuation firm, due to the variable terms of the warrant agreements.

The value of the derivative liabilities is generally estimated using the Monte Carlo option lattice model with multiple inputs and assumptions, including the market price of the Company’s common stock, stock price volatility and other assumptions to project EBITDA and other reset events. These inputs and assumptions are subject to management’s judgment and can vary materially from period to period.

Deferred gain on sale of assets

We

entered into a sale-leaseback arrangement relating to our office facilities in

2013.

Under the terms of the arrangement, we sold an office building and surrounding land and then leased the property back under a

15

-year operating lease. We recorded a deferred gain for the amount of the gain on the sale of the asset, to be recognized as a reduction of rent expense over the life of the lease. Accordingly, we recorded amortization of deferred gain as a reduction of rental expense of

$162

for

2017

and

2016.

As of

December 31, 2017

and

2016,

unamortized deferred gain on sale of assets was

$1,565

and

$1,727,

respectively.

Net Loss per Common Share

Basic net income or loss per common share (Basic EPS) is computed by dividing net income or loss by the weighted average number of common shares outstanding.

Diluted net income or loss per common share (Diluted EPS) is computed by dividing net income or loss by the sum of the weighted average number of common shares outstanding and the dilutive potential common shares then outstanding. Potential dilutive common share equivalents consist of total shares issuable upon the exercise of outstanding stock options and warrants to acquire common stock using the treasury stock method and the average market price per share during the period.

The common shares used in the computation of our basic and diluted net loss per share are reconciled as follows:

	For the Year Ended
	December 31,
	2017			2016
Numerator:
Net loss	$	(29,491	)	$	(684	)
Effect of dilutive securities on net loss:
Common stock warrants		-			(24,661	)
Total net loss for purpose of calculating diluted net loss per common share	$	(29,491	)	$	(25,345	)
Number of shares used in per common share calculations:
Total shares for purposes of calculating basic net loss per common share		252,943,406			261,726,723
Weighted-average effect of dilutive securities:
Common stock warrants		-			11,460,788
Total shares for purpose of calculating diluted net loss per common share		252,943,406			273,187,511
Net loss per common share:
Basic	$	(0.12	)	$	(0.00	)
Diluted	$	(0.12	)	$	(0.09	)

Significant Concentration of Credit Risk

Sales to our top

three

customers aggregated to approximately

30%

and

27%

of total consolidated sales in

2017

and

2016,

respectively. Sales to

one

of those customers were approximately

12%

of total sales

in

2017

and

2016

.  Accounts receivable from these customers were approximately

36%

and

29%

of total accounts receivable as of

December 31, 2017

and

2016,

respectively. Our major vendors accounted for

16%

and

14%

of purchases for the year ended

December 31, 2017,

respectively.

Recent Accounting Pronouncements

In

May

2017,

FASB amended its guidance regarding the scope of modification accounting for share-based compensation arrangements. The amendments provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic

718.

For public entities, the amendments in this update are effective for fiscal years beginning after

December 

15,

2017,

including interim periods within those fiscal years, with early adoption permitted. The amendments in this update should be applied prospectively to an award modified on or after the adoption date.

We do

not

expect the new guidance to have a significant impact on our consolidated financial statements or related disclosures.

In

January 2017,

FASB issued ASU

No.

2017

-

04,

“Simplifying the Test for Goodwill Impairment (Topic

350

)” which removes Step

2

of the goodwill impairment test that requires a hypothetical purchase price allocation.  A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value,

not

to exceed the carrying amount of goodwill.  The amendments in this ASU are effective for fiscal years beginning after

December 15, 2019.  

Early adoption is permitted after

January 1, 2017.  

We do

not

expect the new guidance to have a significant impact on our consolidated financial statements or related disclosures.

In

February 2016,

FASB issued ASU

No.

2016

-

02,

“Leases (Topic

842

)”,

which requires companies to recognize all leases as assets and liabilities on the consolidated balance sheet. This ASU retains a distinction between finance leases and operating leases, and the classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the current accounting literature. The result of retaining a distinction between finance leases and operating leases is that under the lessee accounting model in Topic

842,

the effect of leases in a consolidated statement of comprehensive income and a consolidated statement of cash flows is largely unchanged from previous GAAP. The amendments in this ASU are effective for fiscal years beginning after

December 15, 2018,

including interim periods within those fiscal years. Earlier application is permitted. The Company is currently evaluating the impact that the adoption of this ASU will have on its Consolidated Financial Statements.

In

May 2014,

the FASB issued ASU

2014

-

09,

“Revenue from Contracts with Customers (Topic

606

)”. ASU

2014

-

09

amends the guidance for revenue recognition to replace numerous, industry-specific requirements and converges areas under this topic with those of the International Financial Reporting Standards. The ASU implements a

five

-step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. Other major provisions include the capitalization and amortization of certain contract costs, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The amendments in this ASU are effective for reporting periods beginning after

December 15, 2016;

however, in

July 2015,

the FASB agreed to delay the effective date by

one

year. The proposed deferral

may

permit early adoption, but would

not

allow adoption any earlier than the original effective date of the standard. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Our status as an emerging growth company allows us to defer the adoption until the year (and interim periods therein) beginning

January 1, 2019.

We have chose to delay our adoption until

January 1, 2019.

Although there are several other new accounting pronouncements issued or proposed by FASB, which we have adopted or will adopt, as applicable, we do

not

believe any of these accounting pronouncements has had or will have a material impact on our consolidated financial position or results of operations.

XML

Note 2 - Going Concern

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Substantial Doubt about Going Concern [Text Block]

NOTE

2

– GOING CONCERN

The accompanying consolidated financial statements have been prepared on a going concern basis, which assumes continuity of operations and realization of assets and liabilities in the ordinary course of business. In most periods since our formation, we have generated losses from operations. At

December 31, 2017,

we had an accumulated deficit of

$253,963.

Historical losses are primarily attributable to lower than planned sales resulting from low fill rates on demand due to limitations of our working capital, delayed product introductions and postponed marketing activities, merger-related and other restructuring costs, and interest and refinancing charges associated with our debt refinancing. Losses have been funded primarily through issuance of common stock and

third

-party or related party debt.

Because of our history of operating losses, increase in debt, and the recording of significant derivative liabilities, we have a working capital deficiency of

$68,064

at

December 31, 2017.

  We also have

$68,093

of debt, net of discount, which could be due within the next

12

months. These continuing conditions, among others, raise substantial doubt about our ability to continue as a going concern.

Management has addressed operating issues through the following actions: focusing on growing the core business and brands; continuing emphasis on major customers and key products; reducing manufacturing and operating costs and continuing to negotiate lower prices from major suppliers.

 We believe that we will need additional capital to execute our business plan. If additional funding is required, there can be

no

assurance that sources of funding will be available when needed on acceptable terms or at all.

XML

Note 3 - Inventories

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Inventory Disclosure [Text Block]

NOTE

3

– INVENTORIES

Inventories

consisted of the following at:

	December 31,			December 31,
	2017			2016
Raw materials	$	5,347		$	4,912
Work in process		1,965			1,189
Finished goods		12,236			13,438
		19,548			19,539
Reserve for obsolete inventory		(2,380	)		(1,938	)
		17,168		$	17,601

XML

Note 4 - Property and Equipment

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Property, Plant and Equipment Disclosure [Text Block]

NOTE

4

– PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at:

	December 31,			December 31,
	2017			2016
Machinery and equipment	$	12,156		$	12,156
Computers and other		9,589			9,119
Aquifer		482			482
Leasehold improvements		1,530			1,518
		23,757			23,275
Accumulated depreciation and amortization		(20,588	)		(19,747	)
	$	3,169		$	3,528

Assets held under capital leases are included in

machinery and equipment and amounted to

$777

and

$1,142

as of

December 31, 2017

and

2016,

respectively.

Depreciation and amortization expense totaled

$841

and

$794

in

2017

and

2016,

respectively

.

XML

Note 5 - Intangible Assets and Goodwill

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Intangible Assets Disclosure [Text Block]

NOTE

5

– INTANGIBLE ASSETS

AND GOODWILL

Intangible assets

consisted of the following at:

	December 31,			December 31,
	2017			2016
Trademarks	$	8,915		$	12,166
Indefinite-lived intangible assets		4,346			5,900
Customer relationships		19,110			19,110
Other		753			753
		33,124			37,929
Accumulated amortization		(10,061	)		(7,732	)
	$	23,063		$	30,197

Trademarks are amortized over period

s ranging from

3

to

30

years, customer relationships are amortized over periods ranging from

15

to

16

years, and other intangible assets are amortized over

3

years. Amortization expense was

$2,329

and

$2,214

for

2017

and

2016,

respectively.

In

December 2017,

we completed our annual impairment test of goodwill and intangible assets and recognized impairment charges. During the

fourth

quarter of fiscal

2017,

management updated the fiscal

2017

budget and financial projections beyond fiscal

2017.

Due to a decline in Metabolife sales we determined that the carrying value of the trademark exceeded its fair value. We also determined that due to an increase in debt, our weighted average cost of capital increased, which created an impairment in both Reserveage and Rebody tradenames as well as Organic Holdings goodwill.

The fair value of these assets were determined using level

3

inputs in an income approach using the estimated discounted cash flow valuation methodology. In the

second

step of the impairment test, we performed a hypothetical acquisition and purchase price allocation and measured the implied fair value of each asset to its carrying value. The impairment was calculated by deducting the present value of the expected cash flows from the carrying value. The

second

step of the goodwill impairment test resulted in an impairment charge of

$6,301

for goodwill related to Organic Holdings and an aggregate impairment loss of intangible assets of

$4,805.

  The impairment charges were recorded in operating expenses in the consolidated statement of operations.  The impairment losses recognized related to intangible assets other than goodwill are as follows:

Metabolife Trademark	$	3,251
Reserveage and Rebody Tradenames		1,554
	$	4,805

Estimated aggregate amortization expense for the intangible assets for each of the

five

 years subsequent to

2017

is as follows:

Years Ending December 31,
2018	$	1,755
2019		1,517
2020		1,517
2021		1,517
2022		1,517
Thereafter		10,894
	$	18,717

In

December 2017,

we also determined that the carrying

value of our goodwill exceeded the fair value amount and we recorded an aggregate impairment of

$6,301

related to our

2015

Organic Holdings acquisition.

XML

Note 6 - Debt

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Debt Disclosure [Text Block]

NOTE

6

– DEBT

Debt

consisted of the following at:

	December 31,			December 31,
	2017			2016
Related-Party Debt:
July 2014 note payable to Little Harbor, LLC, net of unamortized discount of $0 and $206 as of December 31, 2017 and December 31, 2016, respectively	$	3,267		$	3,061
July 2016 note payable to Little Harbor, LLC		4,770			4,770
January 2016 note payable to Great Harbor Capital, LLC		2,500			2,500
March 2016 note payable to Great Harbor Capital, LLC		7,000			7,000
December 2016 note payable to Great Harbor Capital, LLC		2,500			2,500
August 2017 note payable to Great Harbor Capital, LLC		3,000			-
January 2016 note payable to Golisano Holdings LLC		2,500			2,500
March 2016 note payable to Golisano Holdings LLC		7,000			7,000
July 2016 note payable to Golisano Holdings LLC		4,770			4,770
December 2016 note payable to Golisano Holdings LLC		2,500			2,500
March 2017 note payable to Golisano Holdings LLC		3,267			-
November 2014 note payable to Golisano Holdings LLC (formerly payble to Penta Mezzanine SBIC Fund I, L.P.), net of discount and unamortized loan fees in the aggregate of $1,491 and $2,304 as of December 31, 2017 and December 31, 2016, respectively		6,509			5,696
January 2015 note payable to Golisano Holdings LLC (formerly payable to JL-BBNC Mezz Utah, LLC), net of discount and unamortized loan fees in the aggregate of $1,829 as of December 31, 2017		3,171			-
February 2015 note payable to Golisano Holdings LLC (formerly payable to Penta Mezzanine SBIC Fund I, L.P.), net of discount and unamortized loan fees in the aggregate of $131 and $201 as of December 31, 2017 and December 31, 2016, respectively		1,869			1,799
Total related-party debt		54,623			44,096
Senior Credit Facility with Midcap, net of unamortized loan fees of $0 and $293 as of December 31, 2017 and December 31, 2016, respectively		12,088			13,035
Other Debt:
January 2015 note payable to JL-BBNC Mezz Utah, LLC, net of discount and unamortized loan fees in the aggregate of $2,744 as of December 31, 2016		-			2,256
April 2016 note payable to JL-Utah Sub, LLC		313			500
Capital lease obligations		1,252			2,732
Huntington Holdings		3,200			-
Total other debt		4,765			5,488
Total debt		71,476			62,619
Less current portion		(68,093	)		(11,631	)
Long-term debt	$	3,383		$	50,988

Future aggregate maturities of debt as of

December 31,

201

7

were as follows:

Years Ending December 31,
2018	$	68,093
2019		3,383
	$	71,476

Future aggregate maturities of debt that have maturities beyond

2018

have been classified as current on the consolidated balance sheet as the Company has determined that it is probable that the Company will

not

be able to meet the

2018

debt obligations as they become due, thus causing a technical default of the debt obligations.

Related-Party Debt

July 2014

Note Payable to Little Harbor, LLC

Pursuant to a

July 2014

Debt Repayment Agreement with Little Harbor, LLC (“Little Harbor”), an entity owned by certain stockholders of the Company, we

were obligated to pay such party

$4,900

per year in structured monthly payments for

3

years provided that such payment obligations would terminate at such earlier time as the trailing

ninety

day volume weighted average closing sales price of the Company’s common stock on all domestic securities exchanges on which such stock is listed equals or exceeds

$5.06

per share. This note is unsecured and matured on

July 25, 2017

with an outstanding balance of

$3,267.

On

February 6, 2018,

we entered into an agreement with Little Harbor to convert the obligations into an unsecured promissory note. The note matures on

July 25, 2020,

bears interest at an annual rate of

8.5%,

with the principal payable at maturity.

July 2016

Note Payable to Little Harbor, LLC

On

July 21, 2016,

we issued an Unsecured Delayed Draw Promissory Note in favor of Little Harbor, pursuant to which Little Harbor

may,

in its sole discretion and pursuant to draw requests made by the Company, loan us up to the maximum principal amount of

$4,770.

This note is unsecured and matures on

January 28, 2019.

This note bears interest at an annual rate of

8.5%,

with the principal payable at maturity. If Little Harbor, in its discretion, accepts a draw request made by the Company under this note, Little Harbor shall

not

transfer cash to the Company, but rather Little Harbor shall irrevocably agree to accept the principal amount of any monthly delayed draw under this note in lieu and in complete satisfaction of the obligation to make an equivalent dollar amount of periodic cash payments otherwise due

to Little Harbor under the

July 2014

note payable. During the year ended

December 31, 2016,

we requested and Little Harbor LLC approved, full draw amounts totaling

$4,770.

We issued a warrant into escrow in connection with this loan (see Little Harbor Escrow Warrants in Note

7

).

January 2016

Note Payable to Great Harbor Capital, LLC

Pursuant to a

January 28, 2016

Unsecured Promissory Note with Great Harbor Capital, LLC (“GH”), an affiliate of a member of our Board of Directors, GH lent us

$2,500.

The note matures on

January 28, 2019,

bears interest at an annual rate of

8.5%,

with the principal payable in

24

monthly installments of

$104

which was to commence on

February 28, 2017

but has been deferred to

April 1, 2018.

We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note

7

).

March 2016

Note Payable to Great Harbor Capital, LLC

Pursuant to a

March 21, 2016

Unsecured Promissory Note, GH lent us

$7,000.

The note matures on

March 21, 2019,

bears interest at an annual rate of

8.5%,

with the principal payable in

24

monthly installments of

$292

which was to commence on

April 21, 2017

but has been deferred to

April 1, 2018.

We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note

7

).

December 2016

Note Payable to Great Harbor Capital, LLC

Pursuant to a

December 31, 2016

Unsecured Promissory Note, GH lent us

$2,500.

The note matures on

December 3

0,

2019,

bears interest at an annual rate of

8.5%,

with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note

7

).

August 2017

Note Payable to Great Harbor Capital, LLC

Pursuant to a

n

August 30, 2017

Secured Promissory Note, GH lent us

$3,000.

The note matures on

August 29, 2020,

bears interest at an annual rate of

8.5%,

with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note

7

).

November 2014

Note Payable to Golisano Holdings LLC (formerly payable to Penta Mezzanine SBIC Fund I, L.P.)

On

November 13, 2014,

we raised proceeds of

$8,000,

less certain fees and expenses, from the issuance of a secured note to Penta Mezzanine SBIC Fund I, L.P. (“Penta”). The Managing Director of Penta, an institutional investor, is also a

director of our Company. We granted Penta a security interest in our assets and pledged the shares of our subsidiaries as security for the note. On

March 8, 2017,

Golisano Holdings LLC (“Golisano LLC”) acquired this note payable from Penta. Interest on the outstanding principal accrued at a rate of

12%

per year from date of issuance to

March 8, 2017,

and decreased to

8%

per year thereafter, payable monthly

. The note matures on

November 13, 2019.

On

August 30, 2017,

we entered into an amendment with Golisano LLC which extended payment of principal to maturity. We issued a warrant to Penta to purchase

4,960,740

shares of the Company’s common stock in connection with this loan (see Penta Warrants in Note

7

). The estimated fair value of the warrant at the date of issuance was

$3,770,

which was recorded as a note discount and is being amortized into interest expense over the term of this loan. Additionally, we had incurred loan fees of

$273,

which is also being amortized into interest expense over the term of this loan.

January 2015

Note Payable to Golisano Holdings LLC (formerly payable to JL-Mezz Utah, LLC-f/k/a JL-BBNC Mezz Utah, LLC)

On

January 22, 2015,

we raised proceeds of

$5,000,

less certain fees and expenses, from the sale of a note to JL-Mezz Utah, LLC (f/k/a JL-BBNC Mezz Utah, LLC) (“JL-US”). The proceeds were restricted to pay a portion of the Nutricap Labs, LLC (“Nutricap”) asset acquisition. We granted JL-US a security interest in the Company

’s assets, including real estate and pledged the shares of our subsidiaries as security for the note.  On

March 8, 2017,

Golisano LLC acquired this note payable from JL-US. Interest on the outstanding principal accrued at a rate of

12%

per year from date of issuance to

March 8, 2017,

and decreased to

8%

per year thereafter, payable monthly

. The note matures on

November 13, 2019.

On

August 30, 2017,

we entered into an amendment with Golisano LLC which extended payment of principal to maturity. We issued a warrant to JL-US to purchase

2,329,400

shares of the Company’s common stock on

January 22, 2015

and

434,809

shares of the Company’s common stock on

February 4, 2015 (

see JL Warrants in Note

7

).  The estimated fair value of these warrants at the date of issuances was

$4,389,

which was recorded as a note discount and is being amortized into interest expense over the term of these loans.  Additionally, we had incurred loan fees of

$152

relating to this loan, which is also being amortized into interest expense over the term of these loans.

February 2015

Note Payable to Golisano Holdings LLC (formerly payable to Penta Mezzanine SBIC Fund I, L.P.)

On

February 6, 2015,

we raised proceeds of

$2,000,

less certain fees and expenses, from the issuance of a secured note payable to Penta. The proceeds were restricted to pay a portion of the acquisition of the customer r

elationships of Nutricap. On

March 8, 2017,

Golisano LLC acquired this note payable from Penta. Interest on the outstanding principal accrued at a rate of

12%

per year from date of issuance to

March 8, 2017,

and decreased to

8%

per year thereafter, payable monthly

. The note matures on

November 13, 2019.

On

August 30, 2017,

we entered into an amendment with Golisano LLC which extended payment of principal to maturity. We issued a warrant to Penta to purchase

869,618

shares of the Company’s common stock in connection with this loan (see Penta Warrants in Note

7

). The estimated fair value of these warrants at the date of issuances totaled

$250,

which was recorded as a note discount and is being amortized into interest expense over the term of this loan. Additionally, we had incurred loan fees of

$90,

which is also being amortized into interest expense over the term of these loans.

January 2016

Note Payable to Golisano Holdings LLC

Pursuant to a

January 28, 2016

Unsecured Promissory Note with Golisano LLC, an affiliate of a member of our Board of Directors, Golisano LLC lent us

$2,500.

The note matures on

January 28, 2019,

bears interest at an annual rate of

8.5%,

with the principal payable in

24

monthly installments of

$104

which was to commence on

February 28, 2017

but has been deferred to

April 1, 2018.

We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note

7

).

March 2016

Note Payable to Golisano Holdings LLC

Pursuant to a

March 21, 2016

Unsecured Promissory Note, Golisano LLC lent us

$7,000.

The note matures on

March 21, 2019,

bears interest at an annual rate of

8.5%,

with the principal payable in

24

monthly installments of

$292

which was to commence on

April 21, 2017

but has been deferred to

April 1, 2018.

We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note

7

).

July 2016

Note Payable to Golisano Holdings LLC

On

July 21, 2016,

we issued an Unsecured Delayed Draw Promissory Note in favor of Golisano LLC pursuant to which Golisano LLC

may,

in its sole discretion and pursuant to draw requests made by the Company, loan the Company up to the maximum principal amount of

$4,770

(the “Golisano LLC

July 2016

Note”). The Golisano LLC

July 2016

Note matures on

January 28, 2019.

Interest on the outstanding principal accrues at a rate of

8.5%

per year. The principal of the Golisano LLC

July 2016

Note is payable at maturity. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note

7

). During the year ended

December 31, 2016,

we requested and Golisano LLC approved, draws totaling

$4,770.

December 2016

Note Payable to Golisano Holdings LLC

Pursuant to a

December 31, 2016

Unsecured Promissory Note, Golisano LLC lent

us

$2,500.

The note matures on

December 30, 2019,

bears interest at an annual rate of

8.5%,

with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note

7

).

March

201

7

Note Payable to Golisano Holdings LLC

Pursuant to a

March 14, 2017

Unsecured Promissory Note, Golisano LLC lent us

$3,267.

The note matures on

December 30, 2019,

bears interest at an annual rate of

8.5%,

with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note

7

).

Senior Credit Facility

On

January 22, 2015,

we entered into a

three

-year

$15,000

revolving credit facility (the “Senior Credit Facility”) based on our accounts receivable and inventory, increasable to up to

$20,000,

with MidCap Financial Trust, which subsequently assigned the agreement to an affiliate, Midcap Funding

X

Trust (“MidCap”). On

September 2, 2016,

we entered into an amendment with Midcap to increase the Senior Credit Facility to

$17,000

and extend our facility an additional

12

months. We granted MidCap a

first

priority security interest in certain of our assets and pledged the shares of our subsidiaries as security for amounts owed under the credit facility. We are required to pay Midcap an unused line fee of

0.50%

per annum, a collateral management fee of

1.20%

per month and interest of LIBOR plus

5%

per annum, which was

6.36%

per annum as of

December 31, 2017.

We issued a warrant to Midcap to purchase

500,000

shares of the Company’s common stock (see Midcap Warrant in Note

7

). The estimated fair value of these warrants at the date of issuance was

$130,

which was recorded as a note discount and is being amortized into interest expense over the term of the Senior Credit Facility. Additionally, we have incurred loan fees totaling

$540

relating to the Senior Credit Facility and any subsequent amendments, which is also being amortized into interest expense over the term of the Senior Credit Facility.

Other Debt

April 2016

Note Payable to

JL-Utah Sub, LLC

Pursuant to an

April 5

,

2016

Unsecured Promissory Note, JL-Utah Sub, LLC lent us

$500.

The note matures on

March 21, 2019,

bears interest at an annual rate of

8.5%,

with the principal payable in

24

monthly installments of

$21

commencing on

April 21, 2017.

Capital Lease Obligations

Our capital lease obligations pertain to various leasing agreements with Essex Capital Corporation (“Essex”), a related party to the Company as Essex

’s principal owner is a director of the Company.

Huntington Holdings

, LLC

On

August 6, 2016,

the

18

-month anniversary of the closing of a share purchase agreement, we were required to pay the purchaser of the common stock the difference between

$2.29

per share and either a defined market price or a price per share determined by a valuation firm acceptable to both parties.

Based on an outside professional valuation performed on the Company’s common stock, the Company estimated the stock price guarantee payment to be

$3,210.

Accordingly, the Company recorded a loss on the stock purchase price guarantee of

$3,210

and a corresponding liability for the same amount in

2016,

which was included in accrued expenses and other current liabilities in the accompanying consolidated balance sheet as of

December 31, 2016.

On

June 2, 2017,

the

two

parties came to an agreement in which we were required to issue an Unsecured Promissory Note (“Huntington Note”) in favor of Huntington Holdings, LLC (“Huntington”). The Huntington Note matures on

June 2, 2019

with the principal amount of

$3,200

payable at maturity. Interest on the outstanding principal accrues at a rate of

8.5%

per year from

August 6, 2016

to

August 15, 2017,

and increases to

10%

per year thereafter. We paid

$50

to Huntington related to accrued interest from

August 6, 2016

through the date of issuance of the Huntington Note.

Huntington was required to return

778,385

shares of the Company’s common stock which were issued into escrow. We were required to provide certain piggyback registration rights to Huntington in regards to the remaining

749,999

shares of the Company’s common stock held by Huntington. If the Huntington Note was paid off prior to

August 14, 2017,

the

778,385

shares held in escrow were to be released from escrow and transferred to the Company for

no

additional consideration. If the note remained outstanding on

August 15, 2017,

we had the right, but

not

the obligation, to pay

$140

to Huntington to purchase

764,192

of the shares held in escrow (the “Subject Shares”). Upon the exercise of this purchase option, the Subject Shares were to be released from escrow and transferred to the Company. If the note remained outstanding on

August 15, 2017

and we did

not

exercise the option to purchase the shares, the shares were to be returned from escrow to Huntington and we would

no

longer have repurchase rights. On

August 15, 2017,

the note was outstanding and we did

not

excerise the repurchase right. The

778,385

shares were returned from escrow to Huntington.

Financial Covenants

Certain of the foregoing debt agreements, as amended, require us to meet certain affirmative and negative covenants, including maintenance of specified ratios.

  We amended our debt agreements with MidCap, Penta and JL-US, effective

July 29, 2016,

to, among other things, reset the financial covenants of each debt agreement.  As of

December 31, 2017,

we were

not

in compliance with the covenants; however, we were provided a waiver of the convenant violations for the year ended

December 31, 2017.

XML

Note 7 - Warrants and Registration Rights Agreements

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Warrants Disclosure [Text Block]

NOTE

7

–

WARRANTS

AND REGISTRATION RIGHTS AGREEMENT

S

The following table presents a summary of the status of our issued warrants as of

December 31, 2017,

and changes during the

two

years then ended:

				Weighted Average
	Shares			Exercise Price
Outstanding, December 31, 2015		40,409,296		$	0.37
Granted		-			-
Canceled / Expired		(22,857,143	)		0.53
Exercised		(1,697,136	)		-
Outstanding, December 31, 2016		15,855,017			0.18
Granted		-			-
Canceled / Expired		-			-
Exercised		-			-
Outstanding, December 31, 2017		15,855,017			0.18

Warrants Issued

Midcap Warrant

In connection with the line of credit agreement

with MidCap described in Note

6,

we issued MidCap a warrant, exercisable through

January 22, 2018,

for an aggregate of

500,000

shares of the Company’s common stock at an exercise price of

$0.76

per share (the “MidCap Warrant”). We entered into a Registration Rights Agreement with Midcap, dated as of

January 22, 2015,

granting MidCap certain registration rights, commencing

October 1, 2015,

for the shares of common stock issuable on exercise of the MidCap Warrant.

Penta Warrants

Pursuant to a

stock purchase agreement dated

June 30, 2015,

a warrant was issued to Penta to purchase an aggregate

807,018

shares of our common stock at a price of

$0.01

per share at any time prior to the close of business on

June 30, 2020.

We granted Penta certain registration rights, commencing

October 1, 2015,

for the shares of common stock issuable upon exercise of the warrant.

JL Warrants

Pursuant to a

June 30, 2015

stock purchase agreement, a warrant was issued to JL to purchase an aggregate

403,509

shares of the Company’s common stock at a price of

$0.01

per share at any time prior to the close of business on

June 30, 2020,

subject to certain adjustments. We granted JL certain registration rights, commencing

October 1, 2015,

for the shares of common stock issuable upon exercise of the warrant. The warrant was subsequently assigned by JL to

two

individuals.

Essex Warrants

In connection with the guarantee of a note payable issued in the Nutricap asset acquisition and equipment financing by Essex discussed in Note

6,

Essex was issued a warrant exercisable for an aggregate

1,428,571

shares of the Company’s common stock at a purchase price of

$0.77

per share, at any time prior to the close of business on

June 30, 2020.

The number of shares issuable upon the exercise of the warrant is subject to adjustment on terms and conditions customary for a transaction of this nature in the event of (i) reorganization, recapitalization, stock split-up, combination of shares, mergers, consolidations and (ii) sale of all or substantially all of our assets or property. Essex subsequently assigned warrants for

350,649

shares to another company.

JL Properties, Inc. Warrants

In

April 2015,

we entered into an office lease agreement which requires a

$1,000

security deposit, subject to reduction if we achieve certain market capitalization metrics at certain dates. On

April 30, 2015,

we entered into a

reimbursement agreement with JL Properties, Inc. (“JL Properties”) pursuant to which JL Properties agreed to arrange for and provide an unconditional, irrevocable, transferable, and negotiable commercial letter of credit to serve as the security deposit. As partial consideration for the entry by JL Properties into the reimbursement agreement and the provision of the letter of credit, we issued JL Properties

two

warrants to purchase shares of the Company’s common stock.

The

first

warrant is exercisable for an aggregate of

465,880

shares of

common stock, subject to certain adjustments, at an aggregate purchase price of

$0.01,

at any time prior to

April 30, 2020.

In addition to adjustments on terms and conditions customary for a transaction of this nature in the event of (i) reorganization, recapitalization, stock split-up, combination of shares, mergers, consolidations and (ii) sale of all or substantially all of our assets or property, the number of shares of common stock issuable pursuant to the warrant will be increased in the event our consolidated audited adjusted EBITDA (as defined in the warrant agreement) for the fiscal year ending

December 31, 2018

does

not

equal or exceed

$19,250.

JL Properties subsequently assigned the warrant to

two

individuals.

The

second

warrant is exercisable for an aggregate of

86,962

shares of

common stock, at a per share purchase price of

$1.00,

at any time prior to

April 30, 2020.

The number of shares issuable upon exercise of the

second

warrant is subject to adjustment on terms and conditions customary for a transaction of this nature in the event of (i) reorganization, recapitalization, stock split-up, combination of shares, mergers, consolidations and (ii) sale of all or substantially all of our assets or property.

We

have granted JL Properties certain registration rights, commencing

October 1, 2015,

for the shares of common stock issuable on exercise of the

two

warrants.

Golisano

LLC

Warrants (formerly

Penta Warrants

)

In connection with the

November 13, 2014

note for

$8,000

(see Note

6

), Penta was issued a warrant to acquire

4,960,740

shares of the Company’s common stock at an aggregate exercise price of

$0.01,

through

November 13, 2019.

In connection with Penta’s consent to the terms of additional debt obtained by us, we also granted Penta a warrant to acquire an additional

869,618

shares of common stock at a purchase price of

$1.00

per share, through

November 13, 2019.

Both warrant agreements grant Penta certain registration rights, commencing

October 1, 2015,

for the shares of common stock issuable on exercise of the warrants. Penta has the right, under certain circumstances, to require us to purchase all or any portion of the equity interest in the Company issued or represented by the warrant to acquire

4,960,740

shares at a price based on the greater of (i) the product of (

x

)

ten

times our adjusted EBITDA with respect to the

twelve

months preceding the exercise of the put right multiplied by (y) the investor’s percentage ownership in the Company assuming full exercise of the warrant; or (ii) the fair market value of the investor’s equity interest underlying the warrant. In the event (i) we do

not

have the funds available to repurchase the equity interest under the warrant or (ii) such repurchase is

not

lawful, adjustments to the principal of the note purchased by Penta will be made or, under certain circumstances, interest will be charged on the amount otherwise due for such repurchase. We have the right, under certain circumstances, to require Penta to sell to us all or any portion of the equity interest issued or represented by the warrant to acquire

4,960,740

shares. The price for such repurchase will be the greater of (i) the product of (

x

)

eleven

times our adjusted EBITDA with respect to the

twelve

months preceding the exercise of the call right multiplied by (y) the investor’s percentage ownership in the company assuming full exercise of the warrant; or (ii) the fair market value of the equity interests underlying the warrant; or (iii)

$3,750.

In connection with Golisano LLC’s acquisition of the note payable from Penta on

March 8, 2017 (

see Note

6

above for additional information), the above warrants in aggregate of

5,830,358

shares were assigned to Golisano LLC.

Golisano

LLC

Warrants (formerly

JL Warrants

)

In connection with the

January 22, 2015

note payable to JL, we

issued JL warrants to purchase an aggregate of

2,329,400

shares of the Company’s common stock, at an aggregate exercise price of

$0.01,

through

February 13, 2020.

On

February 4, 2015,

we also granted to JL a warrant to acquire a total of

434,809

shares of common stock at a purchase price of

$1.00

per share, through

February 13, 2020.

Both warrant agreements grant JL certain registration rights, commencing

October 1, 2015,

for the shares of common stock issuable upon exercise of the warrants. These warrants were subsequently assigned to

two

individuals. During the year ended

December 31, 2016,

these individuals exercised warrants for a total of

1,187,995

shares of the Company’s common stock for total proceeds to the Company of less than

$1.

In connection with Golisano LLC’s acquisition of the note payable from JL on

March 8, 2017 (

see Note

6

above for additional information), the remaining portions of these warrants were assigned to Golisano LLC.

Golisano

LLC

Warrants

Pursuant to an

October 2015

Securities Purchase Agreement with Golisano LLC, we issued Golisano LLC a warrant (the “Golisano Warrant”), which Golisano Warrant is intended to maintain, following each future issuance of shares of common stock pursuant to the conversion, exercise or exchange of certain currently outstanding warrants to purchase shares of common stock held by

third

-parties (the “Outstanding Warrants”), Golisano LLC’s proportional ownership of our issued and outstanding common stock so that it is the same thereafter as on

October 5, 2015.

We have reserved

12,697,977

shares of common stock for issuance under the Golisano Warrant. The purchase price for any shares of common stock issuable upon exercise of the Golisano Warrant is

$.001

per share. The Golisano Warrant is exercisable immediately and up to and including the date which is

sixty

days after the later to occur of the termination, expiration, conversion, exercise or exchange of all of the Outstanding Warrants and our delivery of notice thereof to Golisano LLC. The Golisano Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets. In addition, if any payments are made to a holder of an Outstanding Warrant in consideration for the termination of or agreement

not

to exercise such Outstanding Warrant, Golisano LLC will be entitled to equal treatment. We have entered into a registration rights agreement with Golisano LLC, dated as of

October 5, 2015,

granting Golisano LLC certain registration rights for the shares of common stock issuable on exercise of the Golisano Warrant. On

February 6, 2016,

Golisano LLC exercised the Golisano Warrant in part for

509,141

shares of the Company’s common stock for an aggregate purchase price of

$1.

During the year ended

December 31, 2016,

the Golisano Warrant was cancelled in part for

6,857,143

shares pursuant to the cancellation of a portion of the Outstanding Warrants. As of

December 31, 2017,

we have reserved

4,756,505

shares of our common stock for issuance under the Golisano Warrant.

Warrants Issued into Escrow

Golisano

Escrow

Warrants

In connection with a

January 28, 2016

Unsecured Promissory Note, we

issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of

1,136,363

shares of the Company’s common stock at an exercise price of

$0.01

per share (the

“January 2016

Golisano Warrant”). The

January 2016

Golisano Warrant will

not

be released from escrow or be exercisable unless and until we fail to pay Golisano LLC the entire unamortized principal amount of the related promissory note and any accrued and unpaid interest thereon as of

January 28, 2019

or such earlier date as is required pursuant to an Acceleration Notice (as defined in the related note agreement). We have reserved

1,136,363

shares of the Company’s common stock for issuance under the

January 2016

Golisano Warrant. The

January 2016

Golisano Warrant, if exercisable, expires on

February 28, 2022.

The

January 2016

Golisano Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with a

March 21, 2016

Unsecured Promissory Note, we

issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of

3,181,816

shares of the Company’s common stock at an exercise price of

$0.01

per share (the

“March 2016

Golisano Warrant”). The

March 2016

Golisano Warrant will

not

be released from escrow or be exercisable unless and until we fail to pay Golisano LLC the entire unamortized principal amount of the related promissory note and any accrued and unpaid interest thereon as of

March 21, 2019

or such earlier date as is required pursuant to an Acceleration Notice (as defined in the related note agreement). We have reserved

3,181,816

shares of the Company’s common stock for issuance under the

March 2016

Golisano Warrant. The

March 2016

Golisano Warrant, if exercisable, expires on

March 21, 2022.

The

March 2016

Golisano Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with t

he Golisano LLC

July 2016

Note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of

2,168,178

shares of the Company’s common stock, at an exercise price of

$0.01

per share (the “Golisano

July 2016

Warrant”). The Golisano

July 2016

Warrant will

not

be released from escrow or be exercisable unless and until we fail to pay Golisano LLC the entire unamortized principal amount of the Golisano

July 2016

Note and any accrued and unpaid interest thereon as of

January 28, 2019

or such earlier date as is required pursuant to an Acceleration Notice (as defined in the Golisano LLC

July 2016

Note). We have reserved

2,168,178

shares of the Company’s common stock for issuance under the Golisano

July 2016

Warrant. The Golisano

July 2016

Warrant, if exercisable, expires on

July 21, 2022.

The Golisano

July 2016

Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with t

he Golisano LLC

December 2016

Note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of

1,136,363

shares of the Company’s common stock, at an exercise price of

$0.01

per share (the “Golisano

December 2016

Warrant”). The Golisano

December 2016

Warrant will

not

be released from escrow or be exercisable unless and until we fail to pay Golisano LLC the entire unamortized principal amount of the Golisano

December 2016

Note and any accrued and unpaid interest thereon as of

December 30, 2019

or such earlier date as is required pursuant to an Acceleration Notice (as defined in the Golisano LLC

December 2016

Note). We have reserved

1,136,363

shares of the Company’s common stock for issuance under the Golisano

December 2016

Warrant. The Golisano

December 2016

Warrant, if exercisable, expires on

December 30, 2022

.

The Golisano

December 2016

Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with t

he Golisano LLC

March 2017

Note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of

1,484,847

shares of the Company’s common stock, at an exercise price of

$0.01

per share (the “Golisano

March 2017

Warrant”). The Golisano

March 2017

Warrant will

not

be released from escrow or be exercisable unless and until we fail to pay Golisano LLC the entire unamortized principal amount of the Golisano

March 2017

Note and any accrued and unpaid interest thereon as of

December 30, 2019

or such earlier date as is required pursuant to an Acceleration Notice (as defined in the Golisano LLC

March 2017

Note). We have reserved

1,484,847

shares of the Company’s common stock for issuance under the Golisano

March 2017

Warrant. The Golisano

March 2017

Warrant, if exercisable, expires on

March 14, 2023

.

The Golisano

March 2017

Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

We

previously entered into a registration rights agreement with Golisano LLC, dated as of

October 5, 2015 (

the “Registration Rights Agreement”), granting Golisano LLC certain registration rights for certain shares of the Company’s common stock. The shares of common stock issuable pursuant to the above warrants are also entitled to the benefits of the Registration Rights Agreement.

GH Escrow Warrants

In connection with a

January 28, 2016

Unsecured Promissory Note, we

issued into escrow in the name of GH a warrant to purchase an aggregate of

1,136,363

shares of the Company’s common stock at an exercise price of

$0.01

per share (the

“January 2016

GH Warrant”). The

January 2016

GH Warrant will

not

be released from escrow or be exercisable unless and until we fail to pay GH the entire unamortized principal amount of the related promissory note and any accrued and unpaid interest thereon as of

January 28, 2019

or such earlier date as is required pursuant to an Acceleration Notice (as defined in the related note agreement). We have reserved

1,136,363

shares of the Company’s common stock for issuance under the

January 2016

GH warrant. The

January 2016

GH Warrant, if exercisable, expires on

February 28, 2022

.

The

January 2016

GH Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with a

March 21, 2016

Unsecured Promissory Note, we

issued into escrow in the name of GH a warrant to purchase an aggregate of

3,181,816

shares of the Company’s common stock at an exercise price of

$0.01

per share (the

“March 2016

GH Warrant”). The

March 2016

GH Warrant will

not

be released from escrow or be exercisable unless and until we fail to pay GH the entire unamortized principal amount of the related promissory note and any accrued and unpaid interest thereon as of

March 21, 2019

or such earlier date as is required pursuant to an Acceleration Notice (as defined in the related note agreement). We have reserved

3,181,816

shares of the Company’s common stock for issuance under the

March 2016

GH Warrant. The

March 2016

GH Warrant, if exercisable, expires on

March 21, 2022

.

The

March 2016

GH Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with t

he GH

December 2016

Note, we issued into escrow in the name of GH a warrant to purchase an aggregate of

1,136,363

shares of the Company’s common stock, at an exercise price of

$0.01

per share (the

“December 2016

GH Warrant”). The

December 2016

GH Warrant will

not

be released from escrow or be exercisable unless and until we fail to pay GH the entire unamortized principal amount of the

December 2016

GH Warrant and any accrued and unpaid interest thereon as of

December 30, 2019

or such earlier date as is required pursuant to an Acceleration Notice (as defined in the

December 2016

GH Warrant). We have reserved

1,136,363

shares of common stock for issuance under the

December 2016

GH Warrant. The

December 2016

GH Warrant, if exercisable, expires on

December 30, 2022

.

The

December 2016

GH Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with t

he GH

August 2017

Note, we issued into escrow in the name of GH a warrant to purchase an aggregate of

1,363,636

shares of the Company’s common stock, at an exercise price of

$0.01

per share (the

“August 2017

GH Warrant”). The

August 2017

GH Warrant will

not

be released from escrow or be exercisable unless and until we fail to pay GH the entire unamortized principal amount of the

August 2017

GH Warrant and any accrued and unpaid interest thereon as of

August 29, 2020

or such earlier date as is required pursuant to an Acceleration Notice (as defined in the

August 2017

GH Warrant). We have reserved

1,363,636

shares of common stock for issuance under the

August 2017

GH Warrant. The

August 2017

GH Warrant, if exercisable, expires on

August 30, 2023

.

The

August 2017

GH Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

JL-US Escrow Warrant

In connection with an

April 5, 2016

Unsecured Promissory Note, we issued into escrow in the name of JL-US a warrant to purchase an aggregate of

227,273

shares of the Company

’s common stock at an exercise price of

$0.01

per share (the “JL-US Warrant”). The JL-US Warrant will

not

be released from escrow or be exercisable unless and until we fail to pay JL-US the entire unamortized principal amount of the JL-US Note and any accrued and unpaid interest thereon as of

March 21, 2019

or such earlier date as is required pursuant to an Acceleration Notice (as defined in the JL-US Note). We have reserved

227,273

shares of the Company’s common stock for issuance under the JL-US Warrant. The JL-US Warrant, if exercisable, expires on

March 21, 2022.

The JL-US Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

Little Harbor Escrow Warrant

The Little Harbor

July 2016

Note provides that we issue into escrow in the name of Little Harbor a warrant to purchase an aggregate of

2,168,178

shares of common stock at an exercise price of

$0.01

per share (the “Little Harbor

July 2016

Warrant”). The Little Harbor

July 2016

Warrant will

not

be released from escrow or be exercisable unless and until we fail to pay Little Harbor the entire unamortized principal amount of the Little Harbor

July 2016

Note and any accrued and unpaid interest thereon as of

January 28, 2019

or such earlier date as is required pursuant to an Acceleration Notice (as defined in the Little Harbor

July 2016

Note). We have reserved

2,168,178

shares of the Company’s common stock for issuance under the Little Harbor

July 2016

Warrant. The Little Harbor

July 2016

Warrant, if exercisable, expires on

July 21, 2022

.

The Little Harbor

July 2016

Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets. The Little Harbor

July 2016

Warrant grants Little Harbor certain registration rights for the shares of the Company’s common stock issuable upon exercise of the Little Harbor

July 2016

Warrant.

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Note 8 - Derivative Liabilities

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Derivatives and Fair Value [Text Block]

NOTE

8

– DERIVATIVE LIABILIT

IES

The number of shares of common stock issuable pursuant to certain warrants issued in

2015

will be increased

if our adjusted EBITDA or the market price of the Company’s common stock does

not

meet certain defined amounts. We have recorded the estimated fair value of the warrants as of the date of issuance. Due to the variable terms of the warrant agreements, the warrants are recorded as derivative liabilities with a corresponding charge to our consolidated statements of operations for changes in the estimated fair value of the warrants from the date of issuance to each balance sheet reporting date. As of

December 31, 2017,

we have estimated the total fair value of the derivative liabilities to be

$6,791

as compared to

$6,455

as of

December 31, 2016.

We had the following activity in our derivative liabilities account since

December 31, 2015:

Derivative liabilities at January 1, 2016	$	33,091
Exercise of warrants		(1,975	)
Gain on change in fair value of derivative liabilities		(24,661	)
Derivative liabilities at December 31, 2016	$	6,455
Loss on change in fair value of derivative liabilities		336
Derivative liabilities at December 31, 2017	$	6,791

The value of the derivative liabilities is generally estimated using an options lattice model with multiple inputs and assumptions, including the market price of the Company

’s common stock, stock price volatility and other assumptions to project EBITDA and other reset events. These inputs and assumptions are subject to management’s judgment and can vary materially from period to period.

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Note 9 - Stockholders' Equity (Deficit)

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

NOTE

9

–

STOCKHOLDERS’

EQUITY

(

DEFICIT

)

Preferred Stock

The Company has

authorized

500,000,000

shares of preferred stock with a par value of

$0.001

per share.

No

shares of the preferred stock have been issued.

Twinlab Consolidation Corporation

2013

Stock Incentive Plan

The only equity compensation plan currently in effect is the Twinlab Consolidation Corporation

2013

Stock Incentive Plan (the “TCC Plan”), which was assumed by the Company on

September 16, 2014.

The TCC Plan originally established a pool of

20,000,000

shares of common stock for issuance as incentive awards to employees for the purposes of attracting and retaining qualified employees who will aid in the success of the Company. From

January

through

December 2015,

the Company granted restricted stock units to certain employees of the Company pursuant to the TCC Plan. Each restricted stock unit relates to

one

share of the Company

’s common stock. The restricted stock unit awards vest

25%

each annually on various dates through

2019.

The Company estimated the grant date fair market value per share of the restricted stock units and is amortizing the total estimated grant date value over the vesting periods.  During

2017,

there were

351,039

shares of common stock issued to employees pursuant to the vesting of restricted stock units.

As of

December 31, 2017,

5,709,904

shares remain available for use in the TCC Plan.

Common Stock Repurchase

On

January 5, 2017,

pursuant to a

repurchase agreement,

642,366

shares of the Company’s common stock were repurchased for an aggregate repurchase price of less than

$1.

Stock Subscription Receivable

and Loss on Stock Price Guarantee

At

December 31, 2017,

the stock subscription receivable dated

August 1, 2014

for the purchase of

1,528,384

shares of the Company’s common stock had a principal balance of

$30

and bears interest at an annual rate of

5%.

On

August 6, 2016,

the

18

-month anniversary of the closing of a share purchase agreement, we were required to pay the purchaser of the common stock the difference between

$2.29

per share and either a defined market price or a price per share determined by a valuation firm acceptable to both parties.

Based on an outside professional valuation performed on the Company’s common stock, the Company estimated the stock price guarantee payment to be

$3,210.

Accordingly, the Company recorded a loss on the stock purchase price guarantee of

$3,210

and a corresponding liability for the same amount in

2016,

which was included in accrued expenses and other current liabilities in the accompanying consolidated balance sheet as of

December 31, 2016.

On

June 2, 2017,

the

two

parties came to an agreement in which we were required to issue the Huntington Note in favor of Huntington. The Huntington Note matures on

June 2, 2019

with the principal amount of

$3,200

payable at maturity. Interest on the outstanding principal accrues at a rate of

8.5%

per year from

August 6, 2016

to

August 15, 2017,

and increases to

10%

per year thereafter. We paid

$50

to Huntington related to accrued interest from

August 6, 2016

through the date of issuance of the Huntington Note.

Huntington was required to return

778,385

shares of the Company’s common stock which were issued into escrow. We were required to provide certain piggyback registration rights to Huntington in regards to the remaining

749,999

shares of the Company’s common stock held by Huntington. If the Huntington Note was paid off prior to

August 14, 2017,

the

778,385

shares held in escrow were to be released from escrow and transferred to the Company for

no

additional consideration. If the note remained outstanding on

August 15, 2017,

we had the right, but

not

the obligation, to pay

$140

to Huntington to purchase

764,192

of the Subject Shares held in escrow. Upon the exercise of this purchase option, the Subject Shares were to be released from escrow and transferred to the Company. If the note remained outstanding on

August 15, 2017

and we did

not

exercise the option to purchase the shares, the shares were to be returned from escrow to Huntington and we would

no

longer have repurchase rights. On

August 15, 2017,

the note was outstanding and we did

not

excerise the repurchase right. The

778,385

shares were returned from escrow to Huntington. Pursuant to the agreement, we were also required to enter into a

four

-year lease agreement with the purchaser related to our premises occupied by Nutricap.

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Note 10 - Income Taxes

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Income Tax Disclosure [Text Block]

NOTE

10

- INCOME TAXES

Income tax benefit (provision)

consisted of the following for the years ended

December 31, 2017

and

2016

as follows:

	December 31,			December 31,
	2017			2016
Current:
State	$	(16	)	$	-
Total current expense		(16	)		-
Deferred:
Federal		(22,899	)		8,161
State		2,064			(2,734	)
Change in valuation allowance		21,794			(6,386	)
Total deferred benefit (expense)		959			(959	)
Total income tax benefit (provision)	$	943		$	(959	)

The income tax benefit (provision) differs from the amount computed at federal statutory rates for the years

ended

December 31, 2017

and

2016

as follows:

	December 31,			December 31,
	2017			2016
Income tax (expense) benefit at statutory rate	$	10,218		$	(94	)
State income taxes (net of federal benefit)		1,143			1,356
Interest expense		(427	)		(427	)
Equity-based expenses		(138	)		8,554
Adjustment to state net operating loss carryforward		(1,750	)		(3,017	)
Adjustment to book/tax difference in asset bases		(1,599	)		(821	)
Change in valuation allowance		21,794			(6,386	)
Tax rate change		(28,549	)		-
Other		251			(124	)
Income tax benefit (provision)	$	943		$	(959	)

Deferred tax assets (liabilities) are comprised of t

he following at

December 31, 2017

and

2016:

Deferred tax assets (liabilities):
Accruals and reserves	$	2,366		$	4,944
Deferred revenue		452			724
Net operating loss carryforwards		49,245			70,782
Depreciation and amortization		1,450			472
Indefinite lived intangible assets		812			(959	)
Other		1,204			263
Gross deferred tax assets (liabilities)		55,529			76,226
Less: valuation allowance		(55,529	)		(77,185	)
Net deferred tax assets (liabilities)	$	-		$	(959	)

As a result of recurring operating losses, we have recorded a full valuation

allowance against our net deferred income tax assets as of

December 31, 2017

and

2016,

as management was unable to conclude that it is more likely than

not

that the deferred income tax assets will be realized. During the years ended

December 31, 2017

and

2016,

the valuation allowance on deferred income tax assets decreased by

$21,794

and increased by

$6,386,

respectively.

We had federal net operating loss carryforwards of approximately

$205,000

and state net operating loss carryforwards of approximately

$119,000

at

December 31, 2017,

which are available to reduce future federal and state taxable income. The federal and state net operating loss carryforwards expire from

2022

through

2038.

If substantial changes in our ownership should occur, there would be an annual limitation of the amount of the net operating loss carryforwards which could be utilized.

We perform a review of our material tax positions in accordance with recognition and measurement standards established by authoritative accounting literat

ure, which requires a company to determine whether it is more likely than

not

that a tax position will be sustained upon examination based upon the technical merits of the position.  If the more-likely-than-

not

threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.  Based upon our review and evaluation, during the years ended

December 31, 2017

and

2016,

we concluded that we had

no

unrecognized tax benefit that would affect our effective tax rate if recognized.

On

December 22, 2017,

the Tax Cuts and Jobs Act (the “Tax Act”) was enacted. The legislation significantly revises the U.S. corporate income tax system by, among other things, lowering corporate income tax rates from

35%

to

21%,

introducing new limitations on interest expense, subjecting foreign earnings in excess of an allowable return to U.S. taxation, adopting a territorial tax regime and imposing a

one

-time transitional tax on deemed repatriated earnings of foreign subsidiaries.

As a result of the enactment of the Tax Act, the Company’s deferred tax assets and liabilities were revalued at the lower federal income tax rate. Because the Company is in a full valuation allowance position,

no

deferred tax expense related to the Tax Act was recorded. The Company’s blended deferred federal and state tax rate decreased from

39.3%

to

27.4%.

The Company is subject to audit by the IRS and various states for tax years dating back to

2013

.

No

federal or state tax return are currently under audit. 

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Note 11 - Commitments and Contingencies

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

NOTE

11

- COMMITMENTS AND CONTINGENCIES

Litigation

From time to time the C

ompany and its subsidiaries are parties to litigation arising in the ordinary course of business operations. Such litigation primarily involves claims for personal injury, property damage, breach of contract and claims involving employee relations and certain administrative proceedings. Based on current information, we believe that the ultimate conclusion of the various pending litigation, in the aggregate, will

not

have a material adverse effect on our consolidated financial position, results of operations and cash flows and liquidity.

Leases

We have operating leases for certain factory, warehouse, office space, and machinery and equipment. Certain leases provide for payment of real estate taxes, common area maintenance, insurance and certain other expenses. Lease terms

may

have escalating rent provisions and rent holidays that are expensed on a straight-line basis over the term of the lease and expire at various dates through

2028.

Certain rent expenditures are made on a month-to-month basis as the underlying operating lease has expired. Total rental expense for operating leases was

$1,831

and

$1,915

for

2017

and

2016,

respectively.

Certain leases of machinery and office equipment are classified as capital leases and expire at various dates through

201

9.

The future minimum lease payments in the aggregate are as follows:

	Operating		Capital
Years Ending December 31,	Leases		Leases
2018	$	1,993	$	1,434
2019		2,033		121
2020		2,067		-
2021		1,930		-
2022		1,839		-
Thereafter		8,990		-
	$	18,852	$	1,555

St. Petersburg

Office Lease Agreement

On

April 7, 2015,

we entered into an Office Lease Agreement (the "Lease") for premises in St. Petersburg, Florida (the "Building"). The term of the Lease is for

twelve

years, commencing on

May 1, 2015

and ending on

April 30, 2027.

We initially leased th

e

fifth

floor of the Building (“Initial Premises”) and were required to expand the Initial Premises to include the

sixth

floor of the Building (“Expansion Premises”) between

February 1, 2016

and

October 31, 2016,

upon notice to the landlord and provided that the landlord is

not

obligated to deliver the Expansion Premises unless we then have a traded market capitalization of

$50,000

or more for the immediately preceding

thirty

days prior to the date of notice (“Market Cap Test”).

On

November 30, 2016,

both parties agreed to delay the planned improvements for the

6th

floor of the Building to allow us the opportunity to obtain potential subtenants. Additionally, both parties agreed that the Initial Premises rent commencement date oc

curred on

May 1, 2016,

the Expansion Premises commencement date occurred on

October 1, 2016

and our obligation to pay rent commenced on

October 1, 2016.

The aggregate amount of rent to be paid over the term of the Lease is

$4,466

for the Initial Premises. In the event that we lease the Expansion Premises, rent for the Expansion Premises will be paid at the same rental rate payable for the Initial Premises and, if leased by us at the earliest date available under the Lease, will result in additional payments of up to approximately

$4,552

over the term of the Lease.

The Lease required us to deposit a

$1,000

security deposit with the landlord, payable

July 1, 2015.

If on

May 1, 2018 (

or on any subsequent

May

1st

during the term of the Lease), we satisfy the Ma

rket Cap Test, the landlord is required to return the entire security deposit to the Company. On

April 30, 2015,

the Company and a current institutional investor and lender entered into a Reimbursement Agreement pursuant to which the investor agreed to arrange for and provide an unconditional, irrevocable, transferable, and negotiable commercial letter of credit to serve as the security deposit.

On

November 30, 2016,

we entered into a sublease agreement for the

5th

floor of the Building with Powerchord, In

c

. (“Subtenant”). The term commenced on

February 1, 2017

and expires on

June 30, 2022.

We granted an option to renew the Subleased Space for the period

July 1, 2022

through

April 29, 2027.

Subtenant will pay us an aggregate of

$2,005

over the term of the agreement and an aggregate of

$2,133

in the event of lease renewal. The subtenant has delivered an irrevocable Letter of Credit in the amount of

$100

to secure its performance under the Sublease Agreement. In the event Subtenant exercises its option for renewal, Subtenant must secure its performance under the renewed Sublease Agreement by delivering an amended Letter of Credit or a new letter of credit.

Employee Agreements

We have entered into employment agreements with certain members of management. The

terms of each agreement are different. However,

one

or all of these agreements include stipulated base salary, bonus potential, vacation benefits, severance and non-competition agreements.

Minimum Purchase Commitment

We entered into an agreement with a

certain supplier in

April 2013.

As part of the agreement, we are required to make a minimum purchase with the supplier of at least

$5,000

over the term of the

5

-year agreement in exchange for a

$250

one

time transition allowance. If purchases are less than

$5,000,

the contract can either be extended or a payment can be made equal to the percent shortfall times

$250.

As of

December 31, 2017

and since this contract commenced, we have purchased

$2,200

worth of goods from this certain supplier.

Platinum

Advisory Services LLC Agreement

On

December 27, 2017,

we entered into the Agreement for Equity in Exchange for Services with Platinum Advisory Services LLC (“Platinum”). Pursuant to the Agreement, we will issue from time to time shares of the Company

’s common stock with an aggregate purchase price of

$3,000

in exchange for payment in-kind consisting of the provision of media support and services performed by Platinum or its affiliates.

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Note 12 - Related Party Transactions

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Related Party Transactions Disclosure [Text Block]

NOTE

1

2

- RELATED PARTY TRANSACTIONS

See Note

6

for discussion of a note payable to Little Harbor, GH, and Golisano LLC, related parties

. In addition, Little Harbor, GH, and Golisano LLC were also issued warrants to purchase shares of the Company’s common stock, as discussed in Note

7

.

Also discussed in Note

6

are certain loan guarantees made jointly and severally by Essex and its owner, Ianelli, related parties. See also Note

6

for discussion of operating leases with Essex, the

2015

purchase by Essex of certain machinery and equipment from us, and the lease back to use of same assets.

We had sales of

$3,103

and

$4,106

in

2017

and

2016,

respectively, to an entity whose board of directors includes an individual who is also a member of the Company's board of directors.

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Note 13 - Subsequent Events

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Subsequent Events [Text Block]

NOTE

1

3

– SUBSEQUENT EVENTS

Sublicense Agreement

On

January 17, 2018,

the Company entered into a Sublicense Agreement with

463IP

Partners, LLC (

“463IP”

) in which

463IP

granted an exclusive, worldwide, perpetual sublicense to the licensed patents, licensed processes and licensed technology with the right to use, make, sell, offer, import, export, practice and develop the licensed patents, licensed processes, licensed products and licensed technology in all of the countries and territories of the world and with respect to the direct marketing, sale, use and consumption efforts directed towards athletes. In return for this sublicense, the Company agreed to purchase certain minimum amounts of licensed product solely from

463IP

or from a manufacturer approved by

463IP.

The minimum requirements are

10,000

kilograms of blended licensed product during the

first

year of the Sublicense Agreement and

20,000

kilograms of blended licensed product during the

second

year of the Sublicense Agreement.

If purchased from

463IP,

the price will be equivalent to the fully loaded cost to

463IP.

Additionally the Company will pay a royalty equal to

$2.50

per kilogram of blended licensed product purchased regardless of whether it is purchased from

463IP

or a manufacturer approved by

463IP.

The Per Kilo Fee shall be reduced by

50%

under certain circumstances set forth in the Sublicense Agreement.

Plant Transition

On

January 25, 2018,

the Company announced that as part of improving operational efficiencies, the Company will transition the manufacturing of the balance of our products to strategic manufacturing partners (the “Transition”). The announcement came the same day the Board of Directors made the decision to undertake the Transition. As a result, operations at the underutilized American Fork, Utah facility are expected to cease during the

first

half of

2018.

The Board of Directors believe that restructuring the supply chain similar to that of our award-winning NutraScience division, and leveraging NutraScience

’s access to exclusive technologies, and processes, should result in greater flexibility, more efficient capital allocation and an improved cost structure, all of which are in the best interest of the Company and its shareholders.

The Company will incur certain foreseeable and unforeseeable costs to make the Transition, which will include but are

not

limited to increasing inventory to maintain products and services throughout the Transition, as well as providing severances to the affected Utah based employees. Currently, the Company is unable to make a determination of the estimates or range of estimates of the costs resulting from the Transition; however, such costs, could be material to our results of operations, financial position and cash flows and liquidity.

Board Member Resignation

On

January 22, 2018,

Mr. Ralph T. Iannelli informed the Board of Directors of Twinlab that he would be resigning from the Board of Directors effective immediately. His resignation is

not

a result of any disagreement with the Company.

Debt Agreements

Great Harbor Capital

Pursuant to a

February 6, 2018

Secured Promissory Note, GH lent us

$2,000

(Great Harbor Note

1”

).

  The note matures on

February 6, 2021,

bears interest at an annual rate of

8.5%,

with the principal payable at maturity. This note is secured by collateral and is subordinate to the indebtedness owed to MidCap.

In connection with this loan, the Company issued into escrow in the name of GH a warrant to purchase an aggregate of

1,818,182

shares of the Company

’s common stock at an exercise price of

$0.01

per share (the "Great Harbor Warrant"). The Great Harbor Warrant will

not

be released from escrow or be exercisable unless and until the Company fails to pay GH the entire unamortized principal amount of the note and any accrued and unpaid interest thereon as of 

February 6, 2021,

or such earlier date as is required pursuant to an Acceleration Notice. The Company has reserved

1,818,182

shares of the Company’s common stock for issuance under the Great Harbor Warrant. The Great Harbor Warrant, if exercisable, expires on

February 6, 2024.

Also on

 

February 6, 2018, 

the Company issued an Amended and Restated Secured Promissory Note to GH replacing the prior Secured Promissory Note issued on

August 30, 2017.

The amendment added a requirement that when the Company consummates any Special Asset Disposition (as defined in the Great Harbor Note

2

), provided that the Company has a minimum liquidity of

$1,000,

the Company will use the net cash proceeds from the Special Asset Disposition to pay any accrued and unpaid interest under the Great Harbor Note and any other note subject to the Intercreditor Agreement (defined below). The maturity date, interest rate and payment terms remain unchanged from the original secured promissory note issued to GH on

August 30, 2017.

GH also delivered a deferment letter to which GH agreed to defer all payments due under the notes specified in the Great Harbor Deferment Letter through

March 31, 2018

until

April 1, 2018

and agreed to refrain from declaring a default and/or exercising any remedies under the notes.

Golisano Holdings LLC

Pursuant to a

February 6, 2018

Secured Promissory Note, Golisano LLC lent us

$2,000

(“Golisano LLC Note”).  The note matures on

February 6, 2021,

bears interest at an annual rate of

8.5%,

with the principal payable at maturity. This note is secured by collateral and is subordinate to the indebtedness owed to MidCap.

In connection with this loan, the Company issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of

1,818,182

shares of the Company

’s common stock at an exercise price of

$0.01

per share (the "Golisano Warrant"). The Golisano Warrant will

not

be released from escrow or be exercisable unless and until the Company fails to pay Golisano LLC the entire unamortized principal amount of the note and any accrued and unpaid interest thereon as of 

February 6, 2021,

or such earlier date as is required pursuant to an Acceleration Notice. The Company has reserved

1,818,182

shares of the Company’s common stock for issuance under the Golisano Warrant. The Golisano Warrant, if exercisable, expires on

February 6, 2024.

Golisano LLC also delivered a deferment letter pursuant to which Golisano LLC agreed to defer all payments due under the notes specified in the Golisano Deferment Letter through

March 31, 2018

until

April 1, 2018

and agreed to refrain from declaring a default and/or exercising any remedies under the notes.

Other Events

On

February 6, 2018,

GH and Golisano LLC entered into an intercreditor agreement where they agreed that each of the Great Harbor Note

1,

the Great Harbor Note

2

and the Golisano LLC Note are pari passu as to repayment, security and otherwise and are equally and ratably secured (the “Intercreditor Agreement”).

Midcap Funding

X

Trust

On

January 22, 2015,

the Company entered into a revolving credit facility with MidCap Financial Trust, which subsequently assigned the agreement to an affiliate, Midcap Funding

X

Trust (“MidCap”). The agreement is amended from time to time and wherein it was necessary under the terms of the agreement to obtain MidCap's consent to the transactions contemplated by the above mentioned Great Harbor Note and Golisano LLC Note; on

February 6, 2018,

MidCap agreed to consent to the transactions contemplated in exchange for a warrant to MidCap exercisable for up to

500,000

shares of the Company

’s common stock at an exercise price of

$.76

per share. The Company has reserved

500,000

shares of the Company’s common stock for issuance under MidCap. The warrant, if exercisable, expires on

February 6, 2019.

Little Harbor

Pursuant to a

July 2014

Debt Repayment Agreement with Little Harbor, an entity owned by certain stockholders of the Company, the Company was obligated to pay such party our outstanding amount of

$3,267

at maturity on

July 25, 2017.

However, the amount remained outstanding as of

February 6, 2018

on which date the Company entered into an agreement with Little Harbor to convert the obligations due to an unsecured promissory note, in the principal amount of

$3,267

(the "Little Harbor Note"). The Little Harbor Note matures on

July 25, 2020.

Interest on the outstanding principal accrues at a rate of

8.5%

per year and is payable monthly on the

first

day of each month, beginning

March 1, 2018.

The principal of the Little Harbor Note is payable at maturity. The Little Harbor Note is subordinate to the indebtedness owed to GH and Golisano LLC.

Little Harbor also delivered a deferment letter to which Little Harbor agreed to defer all payments due under the notes specified in the Little Harbor Deferment Letter through

March 31, 2018

until

April 1, 2018

and agreed to refrain from declaring a default and/or exercising any remedies under the notes.

62

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Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2017

Accounting Policies [Abstract]

Organization [Policy Text Block]

Organization

Twinlab Consolidated Holdings, Inc. (the “Company”

, “Twinlab,” “we,” “our” and “us”) was incorporated on

October 24, 2013

under the laws of the State of Nevada as Mirror Me, Inc. On

August 7, 2014,

we amended our articles of incorporation and changed our name to Twinlab Consolidated Holdings, Inc.

Nature of Operations [Policy Text Block]

Nature of Operations

We are

an integrated manufacturer, marketer, distributor and retailer of branded nutritional supplements and other natural products sold to and through domestic health and natural food stores, mass market retailers, specialty stores retailers, on-line retailers and websites. Internationally, we market and distribute branded nutritional supplements and other natural products to and through health and natural product distributors and retailers.

Our

products include vitamins, minerals, specialty supplements and sports nutrition products sold under the Twinlab® brand name (including the Twinlab® Fuel brand of sports nutrition products); a market leader in the healthy aging and beauty from within categories sold under the Reserveage™ Nutrition and ResVitale® brand names; diet and energy products sold under the Metabolife® brand name; the Re-Body® brand name; and a full line of herbal teas sold under the Alvita® brand name. To accommodate consumer preferences, our products come in various formulations and delivery forms, including capsules, tablets, softgels, chewables, liquids, sprays and powders. These products are sold primarily through health and natural food stores and on-line retailers, supermarkets, and mass-market retailers.

We also perform contract manufacturing services for private label products.

  Our contract manufacturing business involves the manufacture of custom products to the specifications of a customer who requires finished product under the customer’s own brand name.  We do

not

market these private label products as our business is to manufacture and sell the products to the customer, who then markets and sells the products to retailers or end consumers.

Consolidation, Policy [Policy Text Block]

Principles of Consolidation

The

consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from those estimates. Significant management estimates include those with respect to returns and allowances, allowance for doubtful accounts, reserves for inventory obsolescence, the recoverability of long-lived assets, intangibles and goodwill and the estimated value of warrants and derivative liabilities.

Revenue Recognition, Policy [Policy Text Block]

Revenue Recognition

Revenue from product sales, net of estimated returns and allowances, is recognized when evidence of an arrangement is in place, related prices are fixed and determinable, contractual obligations have been satisfied, title and risk of loss have been transferred to the customer and collection of the resulting receivable is reasonably assured. Shipping terms are generally

freight on board shipping point. We sell predominately in the North American and European markets, with international sales transacted in U.S. dollars.

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

Fair

V

alue of

F

inancial

I

nstruments

We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into

three

levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level

1

– inputs are quoted prices in active markets for identical assets that the reporting entity has the ability to access at the measurement date.

Level

2

– inputs are other than quoted prices included within Level

1

that are observable for the asset, either directly or indirectly.

Level

3

– inputs are unobservable inputs for the asset that are supported by little or

no

market activity and that are significant to the fair value of the underlying asset or liability.

The following table summarizes our financial instruments that are measured at fair value on a recurring basis as of

December 31, 2017

and

2016:

December 31, 2017	Total		Level 1		Level 2		Level 3
Derivative liabilities	$	6,791	$	-	$	-	$	6,791

December 31, 2016	Total		Level 1		Level 2		Level 3
Derivative liabilities	$	6,455	$	-	$	-	$	6,455

Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block]

Accounts Receivable and Allowances

We

grant credit to customers and generally do

not

require collateral or other security. We perform credit evaluations of our customers and provide for expected claims related to promotional items; customer discounts; shipping shortages; damages; and doubtful accounts based upon historical bad debt and claims experience. As of

December 31, 2017,

total allowances amounted to

$2,534,

of which

$329

was related to doubtful accounts receivable. As of

December 31, 2016,

total allowances amounted to

$2,365,

of which

$481

was related to doubtful accounts receivable.

Inventory, Policy [Policy Text Block]

Inventories

Inventories are stated at the

lower of cost or net realizable value and are reduced by an estimated reserve for obsolete inventory.

Property, Plant and Equipment, Policy [Policy Text Block]

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation, including amounts amortized under capital leases, is calculated on the straight-line method over the estimated useful lives of the related assets, which are

7

to

10

years for machinery and equipment,

8

years for furniture and fixtures and

3

years for computers. Leasehold improvements are amortized over the shorter of the useful life of the asset or the term of the lease.

Normal repairs and maintenance are expensed as incurred. When assets are retired or otherwise disposed of, the related cost and accumulated depreciation or amortization is removed from the accounts and any gain or loss is included in the results of operations.

Goodwill and Intangible Assets, Policy [Policy Text Block]

Intangible Assets

Intangible assets consist primarily of trademarks and customer relationships, which are amortized on a straight-line basis over their estimated useful lives ranging from

3

to

30

years. The valuation and classification of these assets and the assignment of amortizable lives involve significant judgment and the use of estimates.

We believe that our long-term growth strategy supports our fair value conclusions. For intangible assets, the recoverability of these amounts is dependent upon achievement of our projections and the execution of key initiatives related to revenue growth and improved profitability.

Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]

Goodwill

Goodwill is

not

subject to amortization, but is reviewed for impairment annually, or more frequently whenever events or changes in circumstances indicate the carrying value of goodwill

may

not

be recoverable. An impairment charge would be recorded to the extent the carrying value of goodwill exceeds its estimated fair value. The testing of goodwill under established guidelines for impairment requires significant use of judgment and assumptions. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations.

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

Impairment of Long-Lived Assets

Long-lived assets, including intangible assets subject to amortization, are reviewed for impairment when changes in circumstances indicate that the carrying amount of the asset

may

not

be recoverable. If the carrying amount of the asset exceeds the expected undiscounted cash flows of the asset, an impairment charge is recognized equal to the amount by which the carrying amount exceeds fair value. The testing of these intangibles under established guidelines for impairment requires significant use of judgment and assumptions. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations.

Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block]

Indefinite-Lived Intangible Assets

Indefinite-lived intangible assets relating to the asset acquisition of Organic Holdings

, LLC (“Organic Holdings”), a market leader in the healthy aging and beauty from within categories and owner of the award-winning Reserveage™ Nutrition brand, are determined to have an indefinite useful economic life and as such are

not

amortized. Indefinite-lived intangible assets are tested for impairment annually which consists of a comparison of the fair value of the asset with its carrying value. The total indefinite-lived intangible assets as of

December 31, 2017

and

2016

was

$4,346

and

$5,900,

respectively.

An impairment of

$1,554

and

$0

was recorded in the years ended

December 31, 2017

and

2016,

respectively (see Note

5

).

Shipping and Handling Cost, Policy [Policy Text Block]

Shipping and Handling Costs

Shipping and handling fees when billed to customers are included as a component of net sales. The total costs associated with shipping and handling are included as a component of cost of

sales and totaled

$3,521

and

$3,335

in

2017

and

2016,

respectively.

Advertising Costs, Policy [Policy Text Block]

Advertising and Promotion Costs

We

advertise our branded products through national and regional media and through cooperative advertising programs with customers. Costs for cooperative advertising programs are expensed as earned by customers and recorded in selling, general and administrative expenses. Our advertising expenses were

$4,577

and

$3,161

in

2017

and

2016,

respectively. Customers are also offered in-store promotional allowances and certain products are also promoted with direct to consumer rebate programs. Costs for these promotional programs are recorded as incurred as a reduction to net sales.

Research and Development Expense, Policy [Policy Text Block]

Research and Development Costs

Research and development costs are expensed as incurr

ed and totaled

$1,377

and

$1,226

in

2017

and

2016,

respectively.

Income Tax, Policy [Policy Text Block]

Income Taxes

We use the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income tax assets and liabilities are recognized for the future income tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases and operating loss and income tax credit carry-forwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in income tax rates is recongnized in the period that includes the enactment date.

Fair Value of Warrants Issued, Policy [Policy Text Block]

Value of Warrants Issued with Debt

We estimate the grant date value of certain warrants issued with debt, a valuation method, such as the Black-Scholes option pricing model, or, if the terms are more complex, using an outside professional valuation firm, which uses the

Monte Carlo option lattice model.  We record

the amounts as interest expense or debt discount, depending on the terms of the agreement. These estimates involve multiple inputs and assumptions, including the market price of the Company’s common stock, stock price volatility and other assumptions to project

earnings before interest, taxes, depreciation and amortization (“EBITDA”) and other reset events. These inputs and assumptions are subject to management’s judgment and can vary materially from period to period.

Derivatives, Policy [Policy Text Block]

Derivative Liabilities

We have recorded certain warrants as derivative liabilities at estimated fair value, as determined based on our use of an outside professional valuation firm, due to the variable terms of the warrant agreements.

The value of the derivative liabilities is generally estimated using the Monte Carlo option lattice model with multiple inputs and assumptions, including the market price of the Company’s common stock, stock price volatility and other assumptions to project EBITDA and other reset events. These inputs and assumptions are subject to management’s judgment and can vary materially from period to period.

Sale Leaseback Transactions, Policy [Policy Text Block]

Deferred gain on sale of assets

We

entered into a sale-leaseback arrangement relating to our office facilities in

2013.

Under the terms of the arrangement, we sold an office building and surrounding land and then leased the property back under a

15

-year operating lease. We recorded a deferred gain for the amount of the gain on the sale of the asset, to be recognized as a reduction of rent expense over the life of the lease. Accordingly, we recorded amortization of deferred gain as a reduction of rental expense of

$162

for

2017

and

2016.

As of

December 31, 2017

and

2016,

unamortized deferred gain on sale of assets was

$1,565

and

$1,727,

respectively.

Earnings Per Share, Policy [Policy Text Block]

Net Loss per Common Share

Basic net income or loss per common share (Basic EPS) is computed by dividing net income or loss by the weighted average number of common shares outstanding.

Diluted net income or loss per common share (Diluted EPS) is computed by dividing net income or loss by the sum of the weighted average number of common shares outstanding and the dilutive potential common shares then outstanding. Potential dilutive common share equivalents consist of total shares issuable upon the exercise of outstanding stock options and warrants to acquire common stock using the treasury stock method and the average market price per share during the period.

The common shares used in the computation of our basic and diluted net loss per share are reconciled as follows:

	For the Year Ended
	December 31,
	2017			2016
Numerator:
Net loss	$	(29,491	)	$	(684	)
Effect of dilutive securities on net loss:
Common stock warrants		-			(24,661	)
Total net loss for purpose of calculating diluted net loss per common share	$	(29,491	)	$	(25,345	)
Number of shares used in per common share calculations:
Total shares for purposes of calculating basic net loss per common share		252,943,406			261,726,723
Weighted-average effect of dilutive securities:
Common stock warrants		-			11,460,788
Total shares for purpose of calculating diluted net loss per common share		252,943,406			273,187,511
Net loss per common share:
Basic	$	(0.12	)	$	(0.00	)
Diluted	$	(0.12	)	$	(0.09	)

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Significant Concentration of Credit Risk

Sales to our top

three

customers aggregated to approximately

30%

and

27%

of total consolidated sales in

2017

and

2016,

respectively. Sales to

one

of those customers were approximately

12%

of total sales

in

2017

and

2016

.  Accounts receivable from these customers were approximately

36%

and

29%

of total accounts receivable as of

December 31, 2017

and

2016,

respectively. Our major vendors accounted for

16%

and

14%

of purchases for the year ended

December 31, 2017,

respectively.

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

In

May

2017,

FASB amended its guidance regarding the scope of modification accounting for share-based compensation arrangements. The amendments provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic

718.

For public entities, the amendments in this update are effective for fiscal years beginning after

December 

15,

2017,

including interim periods within those fiscal years, with early adoption permitted. The amendments in this update should be applied prospectively to an award modified on or after the adoption date.

We do

not

expect the new guidance to have a significant impact on our consolidated financial statements or related disclosures.

In

January 2017,

FASB issued ASU

No.

2017

-

04,

“Simplifying the Test for Goodwill Impairment (Topic

350

)” which removes Step

2

of the goodwill impairment test that requires a hypothetical purchase price allocation.  A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value,

not

to exceed the carrying amount of goodwill.  The amendments in this ASU are effective for fiscal years beginning after

December 15, 2019.  

Early adoption is permitted after

January 1, 2017.  

We do

not

expect the new guidance to have a significant impact on our consolidated financial statements or related disclosures.

In

February 2016,

FASB issued ASU

No.

2016

-

02,

“Leases (Topic

842

)”,

which requires companies to recognize all leases as assets and liabilities on the consolidated balance sheet. This ASU retains a distinction between finance leases and operating leases, and the classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the current accounting literature. The result of retaining a distinction between finance leases and operating leases is that under the lessee accounting model in Topic

842,

the effect of leases in a consolidated statement of comprehensive income and a consolidated statement of cash flows is largely unchanged from previous GAAP. The amendments in this ASU are effective for fiscal years beginning after

December 15, 2018,

including interim periods within those fiscal years. Earlier application is permitted. The Company is currently evaluating the impact that the adoption of this ASU will have on its Consolidated Financial Statements.

In

May 2014,

the FASB issued ASU

2014

-

09,

“Revenue from Contracts with Customers (Topic

606

)”. ASU

2014

-

09

amends the guidance for revenue recognition to replace numerous, industry-specific requirements and converges areas under this topic with those of the International Financial Reporting Standards. The ASU implements a

five

-step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. Other major provisions include the capitalization and amortization of certain contract costs, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The amendments in this ASU are effective for reporting periods beginning after

December 15, 2016;

however, in

July 2015,

the FASB agreed to delay the effective date by

one

year. The proposed deferral

may

permit early adoption, but would

not

allow adoption any earlier than the original effective date of the standard. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Our status as an emerging growth company allows us to defer the adoption until the year (and interim periods therein) beginning

January 1, 2019.

We have chose to delay our adoption until

January 1, 2019.

Although there are several other new accounting pronouncements issued or proposed by FASB, which we have adopted or will adopt, as applicable, we do

not

believe any of these accounting pronouncements has had or will have a material impact on our consolidated financial position or results of operations.

XML

Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2017

Notes Tables

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

December 31, 2017	Total		Level 1		Level 2		Level 3
Derivative liabilities	$	6,791	$	-	$	-	$	6,791

December 31, 2016	Total		Level 1		Level 2		Level 3
Derivative liabilities	$	6,455	$	-	$	-	$	6,455

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

	For the Year Ended
	December 31,
	2017			2016
Numerator:
Net loss	$	(29,491	)	$	(684	)
Effect of dilutive securities on net loss:
Common stock warrants		-			(24,661	)
Total net loss for purpose of calculating diluted net loss per common share	$	(29,491	)	$	(25,345	)
Number of shares used in per common share calculations:
Total shares for purposes of calculating basic net loss per common share		252,943,406			261,726,723
Weighted-average effect of dilutive securities:
Common stock warrants		-			11,460,788
Total shares for purpose of calculating diluted net loss per common share		252,943,406			273,187,511
Net loss per common share:
Basic	$	(0.12	)	$	(0.00	)
Diluted	$	(0.12	)	$	(0.09	)

XML

Note 3 - Inventories (Tables)

12 Months Ended

Dec. 31, 2017

Notes Tables

Schedule of Inventory, Current [Table Text Block]

	December 31,			December 31,
	2017			2016
Raw materials	$	5,347		$	4,912
Work in process		1,965			1,189
Finished goods		12,236			13,438
		19,548			19,539
Reserve for obsolete inventory		(2,380	)		(1,938	)
		17,168		$	17,601

XML

Note 4 - Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2017

Notes Tables

Property, Plant and Equipment [Table Text Block]

	December 31,			December 31,
	2017			2016
Machinery and equipment	$	12,156		$	12,156
Computers and other		9,589			9,119
Aquifer		482			482
Leasehold improvements		1,530			1,518
		23,757			23,275
Accumulated depreciation and amortization		(20,588	)		(19,747	)
	$	3,169		$	3,528

XML

Note 5 - Intangible Assets and Goodwill (Tables)

12 Months Ended

Dec. 31, 2017

Notes Tables

Schedule of Finite-Lived Intangible Assets [Table Text Block]

	December 31,			December 31,
	2017			2016
Trademarks	$	8,915		$	12,166
Indefinite-lived intangible assets		4,346			5,900
Customer relationships		19,110			19,110
Other		753			753
		33,124			37,929
Accumulated amortization		(10,061	)		(7,732	)
	$	23,063		$	30,197

Schedule of Impaired Intangible Assets [Table Text Block]

Metabolife Trademark	$	3,251
Reserveage and Rebody Tradenames		1,554
	$	4,805

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

Years Ending December 31,
2018	$	1,755
2019		1,517
2020		1,517
2021		1,517
2022		1,517
Thereafter		10,894
	$	18,717

XML

Note 6 - Debt (Tables)

12 Months Ended

Dec. 31, 2017

Notes Tables

Schedule of Debt [Table Text Block]

	December 31,			December 31,
	2017			2016
Related-Party Debt:
July 2014 note payable to Little Harbor, LLC, net of unamortized discount of $0 and $206 as of December 31, 2017 and December 31, 2016, respectively	$	3,267		$	3,061
July 2016 note payable to Little Harbor, LLC		4,770			4,770
January 2016 note payable to Great Harbor Capital, LLC		2,500			2,500
March 2016 note payable to Great Harbor Capital, LLC		7,000			7,000
December 2016 note payable to Great Harbor Capital, LLC		2,500			2,500
August 2017 note payable to Great Harbor Capital, LLC		3,000			-
January 2016 note payable to Golisano Holdings LLC		2,500			2,500
March 2016 note payable to Golisano Holdings LLC		7,000			7,000
July 2016 note payable to Golisano Holdings LLC		4,770			4,770
December 2016 note payable to Golisano Holdings LLC		2,500			2,500
March 2017 note payable to Golisano Holdings LLC		3,267			-
November 2014 note payable to Golisano Holdings LLC (formerly payble to Penta Mezzanine SBIC Fund I, L.P.), net of discount and unamortized loan fees in the aggregate of $1,491 and $2,304 as of December 31, 2017 and December 31, 2016, respectively		6,509			5,696
January 2015 note payable to Golisano Holdings LLC (formerly payable to JL-BBNC Mezz Utah, LLC), net of discount and unamortized loan fees in the aggregate of $1,829 as of December 31, 2017		3,171			-
February 2015 note payable to Golisano Holdings LLC (formerly payable to Penta Mezzanine SBIC Fund I, L.P.), net of discount and unamortized loan fees in the aggregate of $131 and $201 as of December 31, 2017 and December 31, 2016, respectively		1,869			1,799
Total related-party debt		54,623			44,096
Senior Credit Facility with Midcap, net of unamortized loan fees of $0 and $293 as of December 31, 2017 and December 31, 2016, respectively		12,088			13,035
Other Debt:
January 2015 note payable to JL-BBNC Mezz Utah, LLC, net of discount and unamortized loan fees in the aggregate of $2,744 as of December 31, 2016		-			2,256
April 2016 note payable to JL-Utah Sub, LLC		313			500
Capital lease obligations		1,252			2,732
Huntington Holdings		3,200			-
Total other debt		4,765			5,488
Total debt		71,476			62,619
Less current portion		(68,093	)		(11,631	)
Long-term debt	$	3,383		$	50,988

Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block]

Years Ending December 31,
2018	$	68,093
2019		3,383
	$	71,476

XML

Note 7 - Warrants and Registration Rights Agreements (Tables)

12 Months Ended

Dec. 31, 2017

Notes Tables

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

				Weighted Average
	Shares			Exercise Price
Outstanding, December 31, 2015		40,409,296		$	0.37
Granted		-			-
Canceled / Expired		(22,857,143	)		0.53
Exercised		(1,697,136	)		-
Outstanding, December 31, 2016		15,855,017			0.18
Granted		-			-
Canceled / Expired		-			-
Exercised		-			-
Outstanding, December 31, 2017		15,855,017			0.18

XML

Note 8 - Derivative Liabilities (Tables)

12 Months Ended

Dec. 31, 2017

Notes Tables

Schedule of Derivative Liabilities at Fair Value [Table Text Block]

Derivative liabilities at January 1, 2016	$	33,091
Exercise of warrants		(1,975	)
Gain on change in fair value of derivative liabilities		(24,661	)
Derivative liabilities at December 31, 2016	$	6,455
Loss on change in fair value of derivative liabilities		336
Derivative liabilities at December 31, 2017	$	6,791

XML

Note 10 - Income Taxes (Tables)

12 Months Ended

Dec. 31, 2017

Notes Tables

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

	December 31,			December 31,
	2017			2016
Current:
State	$	(16	)	$	-
Total current expense		(16	)		-
Deferred:
Federal		(22,899	)		8,161
State		2,064			(2,734	)
Change in valuation allowance		21,794			(6,386	)
Total deferred benefit (expense)		959			(959	)
Total income tax benefit (provision)	$	943		$	(959	)

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

	December 31,			December 31,
	2017			2016
Income tax (expense) benefit at statutory rate	$	10,218		$	(94	)
State income taxes (net of federal benefit)		1,143			1,356
Interest expense		(427	)		(427	)
Equity-based expenses		(138	)		8,554
Adjustment to state net operating loss carryforward		(1,750	)		(3,017	)
Adjustment to book/tax difference in asset bases		(1,599	)		(821	)
Change in valuation allowance		21,794			(6,386	)
Tax rate change		(28,549	)		-
Other		251			(124	)
Income tax benefit (provision)	$	943		$	(959	)

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

Deferred tax assets (liabilities):
Accruals and reserves	$	2,366		$	4,944
Deferred revenue		452			724
Net operating loss carryforwards		49,245			70,782
Depreciation and amortization		1,450			472
Indefinite lived intangible assets		812			(959	)
Other		1,204			263
Gross deferred tax assets (liabilities)		55,529			76,226
Less: valuation allowance		(55,529	)		(77,185	)
Net deferred tax assets (liabilities)	$	-		$	(959	)

XML

Note 11 - Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2017

Notes Tables

Schedule Of Future Minimum Lease Payments for Capital Leases and Operating Leases [Table Text Block]

	Operating		Capital
Years Ending December 31,	Leases		Leases
2018	$	1,993	$	1,434
2019		2,033		121
2020		2,067		-
2021		1,930		-
2022		1,839		-
Thereafter		8,990		-
	$	18,852	$	1,555

XML

Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details Textual)	6 Months Ended	12 Months Ended
	Dec. 31, 2017 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)
Allowance for Doubtful Accounts Receivable, Current	$ 2,534,000	$ 2,534,000	$ 2,365,000
Allowance for Accounts Receivable, Current, Doubtful Accounts	329,000	329,000	481,000
Indefinite-Lived Intangible Assets (Excluding Goodwill)	4,346,000	4,346,000	5,900,000
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)		1,554,000	0
Advertising Expense		4,577,000	3,161,000
Research and Development Expense		$ 1,377,000	1,226,000
Lessor, Operating Lease, Term of Contract		15 years
Amortization of Deferred Gain on Sale of Assets		$ 162,000	162,000
Deferred Gain on Sale of Property	$ 1,565,000	$ 1,565,000	$ 1,727,000
Sales Revenue, Net [Member] | Top Three Customers [Member] | Customer Concentration Risk [Member]
Number of Major Customers		3	3
Concentration Risk, Percentage		30.00%	27.00%
Sales Revenue, Net [Member] | One of Top Three Customers [Member] | Customer Concentration Risk [Member]
Number of Major Customers	1		1
Concentration Risk, Percentage		12.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member]
Concentration Risk, Percentage		36.00%	29.00%
Accounts Receivable [Member] | Top Three Customers [Member] | Customer Concentration Risk [Member]
Concentration Risk, Percentage			12.00%
Cost of Goods, Total [Member] | Supplier Concentration Risk [Member] | Vendor 1 [Member]
Concentration Risk, Percentage		16.00%
Cost of Goods, Total [Member] | Supplier Concentration Risk [Member] | Vendor 2 [Member]
Concentration Risk, Percentage		14.00%
Selling, General and Administrative Expenses [Member]
Shipping, Handling and Transportation Costs		$ 3,521,000	$ 3,335,000
Minimum [Member] | Trademarks and Customer Relationships [Member]
Finite-Lived Intangible Asset, Useful Life		3 years
Maximum [Member] | Trademarks and Customer Relationships [Member]
Finite-Lived Intangible Asset, Useful Life		30 years
Machinery and Equipment [Member] | Minimum [Member]
Property, Plant and Equipment, Useful Life		7 years
Machinery and Equipment [Member] | Maximum [Member]
Property, Plant and Equipment, Useful Life		10 years
Furniture and Fixtures [Member]
Property, Plant and Equipment, Useful Life		8 years
Computer Equipment [Member]
Property, Plant and Equipment, Useful Life		3 years

XML

Note 1 - Nature of Operations and Summary of Significant Accounting Policies - Financial Instruments Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Derivative liabilities	$ 6,791	$ 6,455	$ 33,091
Fair Value, Measurements, Recurring [Member]
Derivative liabilities	6,791	6,455
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Derivative liabilities	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Derivative liabilities	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Derivative liabilities	$ 6,791	$ 6,455

XML

Note 1 - Nature of Operations and Summary of Significant Accounting Policies - Basic and Diluted Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Net loss	$ (29,491)	$ (684)
Common stock warrants		(24,661)
Total net loss for purpose of calculating diluted net loss per common share	$ (29,491)	$ (25,345)
Total shares for purposes of calculating basic net loss per common share (in shares)	252,943,406	261,726,723
Common stock warrants (in shares)		11,460,788
Total shares for purpose of calculating diluted net loss per common share (in shares)	252,943,406	273,187,511
Basic (in dollars per share)	$ (0.12)	$ 0
Diluted (in dollars per share)	$ (0.12)	$ (0.09)

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Note 2 - Going Concern (Details Textual) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Retained Earnings (Accumulated Deficit)	$ (253,963)	$ (224,472)
Working Capital Deficiency	68,064
Long-term Debt, Current Maturities	$ 68,093	$ 11,631

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Note 3 - Inventories - Summary of Inventories (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Raw materials	$ 5,347	$ 4,912
Work in process	1,965	1,189
Finished goods	12,236	13,438
	19,548	19,539
Reserve for obsolete inventory	(2,380)	(1,938)
	$ 17,168	$ 17,601

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Note 4 - Property and Equipment (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Depreciation	$ 841	$ 794
Machinery and Equipment [Member]
Capital Leased Assets, Gross	$ 777	$ 1,142

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Note 4 - Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Property and equipment	$ 23,757	$ 23,275
Accumulated depreciation and amortization	(20,588)	(19,747)
	3,169	3,528
Machinery and Equipment [Member]
Property and equipment	12,156	12,156
Computers and Other [Member]
Property and equipment	9,589	9,119
Aquifer [Member]
Property and equipment	482	482
Leasehold Improvements [Member]
Property and equipment	$ 1,530	$ 1,518

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Note 5 - Intangible Assets and Goodwill (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Amortization of Intangible Assets	$ 2,329	$ 2,214
Impairment of Intangible Assets, Finite-lived	4,805
Goodwill, Impairment Loss	11,106
Organic Holdings, LLC [Member]
Goodwill, Impairment Loss	$ 6,301
Other Intangible Assets [Member]
Finite-Lived Intangible Asset, Useful Life	3 years
Minimum [Member] | Trademarks [Member]
Finite-Lived Intangible Asset, Useful Life	3 years
Minimum [Member] | Customer Relationships [Member]
Finite-Lived Intangible Asset, Useful Life	15 years
Maximum [Member] | Trademarks [Member]
Finite-Lived Intangible Asset, Useful Life	30 years
Maximum [Member] | Customer Relationships [Member]
Finite-Lived Intangible Asset, Useful Life	16 years

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Note 5 - Intangible Assets and Goodwill - Summary of Intangible Assets (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Indefinite-lived intangible assets	$ 4,346,000	$ 5,900,000
	33,124,000	37,929,000
Accumulated amortization	(10,061,000)	(7,732,000)
	23,063,000	30,197,000
Trademarks [Member]
Intangible assets	8,915,000	12,166,000
Customer Relationships [Member]
Intangible assets	19,110,000	19,110,000
Other Intangible Assets [Member]
Intangible assets	$ 753,000	$ 753,000

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Note 5 - Intangible Assets and Goodwill - Impairment Loss Recognized (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2017 USD ($)
Impairment of intangible assets	$ 4,805
Metabolife Trademark [Member]
Impairment of intangible assets	3,251
Reserveage and Rebody Tradenames [Member]
Impairment of intangible assets	$ 1,554

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Note 5 - Intangible Assets and Goodwill - Estimated Amortization Expense (Details) $ in Thousands	Dec. 31, 2017 USD ($)
2018	$ 1,755
2019	1,517
2020	1,517
2021	1,517
2022	1,517
Thereafter	10,894
	$ 18,717

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Note 6 - Debt (Details Textual) - USD ($)																10 Months Ended	12 Months Ended
	Jun. 02, 2019	Feb. 06, 2018	Aug. 30, 2017	Jun. 02, 2017	Mar. 14, 2017	Dec. 31, 2016	Sep. 02, 2016	Aug. 06, 2016	Jul. 21, 2016	Apr. 05, 2016	Mar. 21, 2016	Jan. 28, 2016	Feb. 06, 2015	Jan. 22, 2015	Nov. 13, 2014	Jun. 02, 2017	Dec. 31, 2017	Dec. 31, 2016	Aug. 15, 2017	Mar. 09, 2017	Dec. 31, 2015	Feb. 04, 2015
Class of Warrant or Right, Number of Securities Called by Warrants or Rights						15,855,017											15,855,017	15,855,017			40,409,296
Loss on Stock Purchase Guarantees																		$ 3,210,000
Common Stock, Shares Subscribed but Unissued, Return																			778,385
Common Stock, Shares Subscribed but Unissued																	1,528,384
Revolving Credit Facility [Member] | Midcap Funding X Trust [Member]
Debt Instrument, Term														3 years
Class of Warrant or Right, Number of Securities Called by Warrants or Rights														500,000
Warrants Not Settleable in Cash, Fair Value Disclosure														$ 130,000
Debt Instrument, Fee Amount														540,000
Line of Credit Facility, Maximum Borrowing Capacity							$ 17,000,000							$ 15,000,000
Line of Credit Facility, Potential Maximum Borrowing Capacity							$ 20,000,000
Percentage of Unused Line Fee Per Month							0.50%
Percentage of Management Fee Per Month														1.20%
Debt Instrument, Basis Spread on Variable Rate														5.00%			6.36%
Golisano Holdings LLC [Member]
Debt Instrument, Interest Rate, Stated Percentage													12.00%	12.00%	12.00%					8.00%
Debt Instrument, Face Amount													$ 2,000,000
Proceeds from Notes Payable														$ 5,000,000	$ 8,000,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights														2,329,400	4,960,740							434,809
Warrants Not Settleable in Cash, Fair Value Disclosure													250,000	$ 4,389,000	$ 3,770,000
Debt Instrument, Fee Amount													$ 90,000	$ 152,000	$ 273,000
Debt Instrument, Maturity Date													Nov. 13, 2019	Nov. 13, 2019	Nov. 13, 2019
Golisano Holdings LLC [Member] | Warrants Issued on January 22, 2015[Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights													869,618
Huntington Holdings, LLC [Member]
Common Stock Subscription Price Per Share								$ 2.29
Stock Price Guarantee Payment								$ 3,210,000
Common Stock, Shares Subscribed but Unissued, Return																	778,385		778,385
Common Stock, Shares Subscribed but Unissued																	749,999
Common Stock, Shares Subscribed but Unissued, Option to Purchase Shares Price																	$ 140,000		$ 140,000
Common Stock, Shares Subscribed but Unissued, Option to Purchase Shares																	764,192		764,192
Notes Payable, Other Payables [Member] | Great Harbor Capital, LLC [Member]
Debt Instrument, Interest Rate, Stated Percentage			8.50%			8.50%					8.50%	8.50%						8.50%
Debt Instrument, Face Amount			$ 3,000,000			$ 2,500,000					$ 7,000,000	$ 2,500,000						$ 2,500,000
Debt Instrument, Periodic Payment, Principal											$ 292,000	$ 104,000
Debt Instrument, Maturity Date			Aug. 29, 2020			Dec. 30, 2019					Mar. 21, 2019	Jan. 28, 2019
Debt Instrument, Date of First Required Payment											Apr. 21, 2017	Feb. 28, 2017
Notes Payable, Other Payables [Member] | Little Harbor [Member]
Debt Instrument, Periodic Payment																	$ 4,900,000
Debt Instrument, Term																	3 years
Debt Instrument, Obligation Termination, Stock Price Trigger																	5.06
Long-term Debt																	$ 3,267,000
Notes Payable, Other Payables [Member] | Little Harbor [Member] | Subsequent Event [Member]
Long-term Debt		$ 3,267,000
Debt Instrument, Interest Rate, Stated Percentage		8.50%
Debt Instrument, Maturity Date		Jul. 25, 2020
Related Party Debt July 2016 Note Payable to Little Harbor LLC [Member]
Debt Instrument, Interest Rate, Stated Percentage									8.50%
Debt Instrument, Face Amount									$ 4,770,000
Proceeds from Related Party Debt																		$ 4,770,000
Debt Instrument, Maturity Date									Jan. 28, 2019
Unsecured Promissory Note [Member] | Golisano Holdings LLC [Member]
Debt Instrument, Interest Rate, Stated Percentage					8.50%	8.50%					8.50%	8.50%						8.50%
Debt Instrument, Face Amount					$ 3,267,000	$ 2,500,000					$ 7,000,000	$ 2,500,000						$ 2,500,000
Debt Instrument, Periodic Payment, Principal											$ 292,000	$ 104,000
Debt Instrument, Maturity Date					Dec. 30, 2019	Dec. 30, 2019					Mar. 21, 2019	Jan. 28, 2019
Debt Instrument, Date of First Required Payment											Apr. 21, 2017	Feb. 28, 2017
Unsecured Promissory Note [Member] | Huntington Holdings, LLC [Member]
Debt Instrument, Interest Rate, Stated Percentage																			8.50%
Debt Instrument, Face Amount				$ 3,200,000												$ 3,200,000
Interest Paid								$ 50,000								$ 50,000
Debt Instrument, Maturity Date				Jun. 02, 2019
Unsecured Promissory Note [Member] | Huntington Holdings, LLC [Member] | Scenario, Forecast [Member]
Debt Instrument, Interest Rate, Increase (Decrease)	10.00%
Unsecured Delayed Draw Promissory Note [Member] | Golisano Holdings LLC [Member]
Debt Instrument, Interest Rate, Stated Percentage									8.50%
Debt Instrument, Face Amount									$ 4,770,000
Proceeds from Related Party Debt																		$ 4,770,000
Debt Instrument, Maturity Date									Jan. 28, 2019
Notes Payable Maturing in March 2019 [Member] | JL [Member]
Debt Instrument, Interest Rate, Stated Percentage										8.50%
Debt Instrument, Periodic Payment, Principal										$ 21,000
Notes Payable to Bank, Noncurrent										$ 500,000
Debt Instrument, Maturity Date										Mar. 21, 2019
Debt Instrument, Date of First Required Payment										Apr. 21, 2017

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Note 6 - Debt - Summary of Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Capital lease obligations	$ 1,252	$ 2,732
Other debt	71,476	62,619
	71,476	62,619
Less current portion	(68,093)	(11,631)
Long-term debt	3,383	50,988
Related Party July 2014 Note Payable to Little Harbor, LLC, [Member]
Long-term debt, net	3,267	3,061
Related Party Debt July 2016 Note Payable to Little Harbor LLC [Member]
Long-term debt, net	4,770	4,770
Related-Party Debt January 2016 Note Payable to Great Harbor Hospital, LLC [Member]
Long-term debt, net	2,500	2,500
Related-Party Debt March 2016 Note Payable to Great Harbor Capital, LLC [Member]
Long-term debt, net	7,000	7,000
Related-Party Debt December 2016 Note Payable to Great Harbor Hospital, LLC [Member]
Long-term debt, net	2,500	2,500
Related Party August 2017 Note Payable to Great Harbor LLC [Member]
Long-term debt, net	3,000
Related-Party Debt January 2016 Note payable to Golisano Holdings LLC [Member]
Long-term debt, net	2,500	2,500
Related-Party Debt March 2016 note payable to Golisano Holdings LLC [Member]
Long-term debt, net	7,000	7,000
Related Part Debt July 2016 Note Payable To Golisano Holdings LLC [Member]
Long-term debt, net	4,770	4,770
Related Part Debt December 2016 Note Payable To Golisano Holdings LLC [Member]
Long-term debt, net	2,500	2,500
Related-party Debt March 2017 Note payable to Golisano Holdings LLC [Member]
Long-term debt, net	3,267
Related Party Debt November 2014 Note Payable to Golisano Holdings LLC (Formerly Penta Mezzanine SBIC Fund I, L.P.) [Member]
Long-term debt, net	6,509	5,696
Related-Party Debt January 2015 Note Payable to Golisano Holdings LLC (Formerly Payable to JL-BBNC Mezz Utah, LLC) [Member]
Long-term debt, net	3,171
February 2015 Note Payable to Golisano Holdings LLC (Formerly Payable to Penta Mezzanine SBIC Fund I, L.P.) [Member]
Long-term debt, net	1,869	1,799
Related Party Debt [Member]
Long-term debt, net	54,623	44,096
Senior Credit Facility With Midcap [Member]
Long-term debt, net	12,088	13,035
January, 2015 Note Payable to JL-BBNC Mezz Utah, LLC [Member]
Long-term debt, net		2,256
April 2016 Note Payable To JL-Utah Sub, LLC [Member]
Long-term debt, net	313	500
Unsecured Promissory Note with Huntington Holdings, LLC [Member]
Long-term debt, net	3,200
Debt Other Than Related Party Debt and Credit Facility [Member]
Other debt	4,765	5,488
	$ 4,765	$ 5,488

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Note 6 - Debt - Summary of Debt (Details) (Parentheticals) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Related Party July 2014 Note Payable to Little Harbor, LLC, [Member]
Debt instrument, unamortized discount	$ 0	$ 206
Related Party Debt November 2014 Note Payable to Golisano Holdings LLC (Formerly Penta Mezzanine SBIC Fund I, L.P.) [Member]
Debt instrument, unamortized discount	1,491	2,304
Related-Party Debt January 2015 Note Payable to Golisano Holdings LLC (Formerly Payable to JL-BBNC Mezz Utah, LLC) [Member]
Debt instrument, unamortized discount	1,829
February 2015 Note Payable to Golisano Holdings LLC (Formerly Payable to Penta Mezzanine SBIC Fund I, L.P.) [Member]
Debt instrument, unamortized discount	131	201
Senior Credit Facility With Midcap [Member]
Debt instrument, unamortized discount	0	293
January, 2015 Note Payable to JL-BBNC Mezz Utah, LLC [Member]
Debt instrument, unamortized discount		$ 2,744

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Note 6 - Debt - Future Maturities (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
2018	$ 68,093
2019	3,383
	$ 71,476	$ 62,619

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Note 7 - Warrants and Registration Rights Agreements (Details Textual) - USD ($)									1 Months Ended	3 Months Ended	12 Months Ended
	Aug. 30, 2017	Dec. 31, 2016	Jul. 31, 2016	Apr. 05, 2016	Mar. 21, 2016	Feb. 06, 2016	Jan. 28, 2016	Nov. 13, 2014	Apr. 30, 2015	Mar. 31, 2017	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Oct. 31, 2015	Jun. 30, 2015	Feb. 06, 2015	Feb. 04, 2015	Jan. 22, 2015
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		15,855,017									15,855,017	15,855,017	40,409,296
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 0.18									$ 0.18	$ 0.18	$ 0.37
Class of Warrant or Right, Exercised During Period, Number of Securities Called by Warrants or Rights												(1,697,136)
Essex Capital Corporation [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights															1,428,571
Class of Warrant or Right, Exercise Price of Warrants or Rights															$ 0.77
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right											350,649
Golisano Holdings LLC [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights						$ 1								$ 0.001
Common Stock, Capital Shares Reserved for Future Issuance											4,756,505			12,697,977
Number of Warrants Expired						509,141
Number of Warrants Cancelled												6,857,143
January 2016 Golisano Warrant [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights							$ 0.01
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right							1,136,363
Common Stock, Capital Shares Reserved for Future Issuance							1,136,363
Class of Warrant or Right, Expiration Date							Feb. 28, 2022
March 2016 Golisano Warrant [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights					$ 0.01
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right					3,181,816
Common Stock, Capital Shares Reserved for Future Issuance					3,181,816
Class of Warrant or Right, Expiration Date					Mar. 21, 2022
Little Harbor July 2016 Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights			2,168,178
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 0.01
Common Stock, Capital Shares Reserved for Future Issuance			2,168,178
Class of Warrant or Right, Expiration Date			Jul. 21, 2022
Golisano LLC December 2016 Warrant [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 0.01										$ 0.01
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right		1,136,363										1,136,363
Common Stock, Capital Shares Reserved for Future Issuance		1,136,363										1,136,363
Class of Warrant or Right, Expiration Date		Dec. 30, 2022
Golisano LLC March 2017 Warrant [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights										$ 0.01
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right										1,484,847
Common Stock, Capital Shares Reserved for Future Issuance										1,484,847
Class of Warrant or Right, Expiration Date										Mar. 14, 2023
January 2016 GH Warrant [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights							$ 0.01
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right							1,136,363
Common Stock, Capital Shares Reserved for Future Issuance							1,136,363
Class of Warrant or Right, Expiration Date							Feb. 28, 2022
March 2016 GH Warrant [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights					$ 0.01
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right					3,181,816
Common Stock, Capital Shares Reserved for Future Issuance					3,181,816
Class of Warrant or Right, Expiration Date					Mar. 21, 2022
December 2016 GH Warrant [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 0.01										$ 0.01
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right		1,136,363										1,136,363
Common Stock, Capital Shares Reserved for Future Issuance		1,136,363										1,136,363
Class of Warrant or Right, Expiration Date		Dec. 30, 2022
August 2017 GH Warrant [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.01
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right	1,363,636
Common Stock, Capital Shares Reserved for Future Issuance	1,363,636
Class of Warrant or Right, Expiration Date	Aug. 30, 2023
JL Warrants [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights				$ 0.01
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right				227,273
Common Stock, Capital Shares Reserved for Future Issuance				227,273
Class of Warrant or Right, Expiration Date				Mar. 21, 2022
Golisano Warrants [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 0.01
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right			2,168,178
Common Stock, Capital Shares Reserved for Future Issuance			2,168,178
Class of Warrant or Right, Expiration Date			Jul. 21, 2022
Midcap Funding X Trust [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights																		500,000
Class of Warrant or Right, Exercise Price of Warrants or Rights																		$ 0.76
Common Stock, Capital Shares Reserved for Future Issuance																		500,000
Penta Mezzanine SBIC Fund I, L.P. [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights											5,830,358					4,960,740
Class of Warrant or Right, Exercise Price of Warrants or Rights																$ 0.01
Proceeds from Notes Payable								$ 8,000,000
Class of Warrants or Rights, Subject to Repurchase											4,960,740
Class of Warrant or Right, Minimum Repurchase Price, Under Agreement											$ 3,750,000
Penta Mezzanine SBIC Fund I, L.P. [Member] | Warrants Issued on June 30, 2015 [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights															$ 0.01
Class of Warrant or Right, Cancelled, Number of Securities Called by Warrants or Rights															807,018
Penta Mezzanine SBIC Fund I, L.P. [Member] | Warrants Issued on January 22, 2015[Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights																		869,618
Class of Warrant or Right, Exercise Price of Warrants or Rights																		$ 1
JL-BBNC Mezz Utah, LLC [Member]
Class of Warrant or Right, Exercised During Period, Number of Securities Called by Warrants or Rights												1,187,995
Proceeds from Warrant Exercises												$ 1
JL-BBNC Mezz Utah, LLC [Member] | Warrants Issued on June 30, 2015 [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights															403,509
Class of Warrant or Right, Exercise Price of Warrants or Rights															$ 0.01
JL-BBNC Mezz Utah, LLC [Member] | Warrants Issued on January 22, 2015[Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights																		2,329,400
Class of Warrant or Right, Exercise Price of Warrants or Rights																		$ 0.01
JL-BBNC Mezz Utah, LLC [Member] | Warrants Issued on February 4, 2015 [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights																	434,809
Class of Warrant or Right, Exercise Price of Warrants or Rights																	$ 1
JL Properties, Inc. [Member]
Deposits Assets									$ 1,000,000
JL Properties, Inc. [Member] | First Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights									465,880
Class of Warrant or Right, Exercise Price of Warrants or Rights									$ 0.01
Adjustments on Warrants Trigger Event, Minimum Adjusted EBITDA									$ 19,250,000
JL Properties, Inc. [Member] | Second Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights									86,962
Class of Warrant or Right, Exercise Price of Warrants or Rights									$ 1

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Note 7 - Warrants and Registration Rights Agreements - Summary of the Warrants Issued and Changes (Details) - $ / shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Outstanding, beginning balance (in shares)	15,855,017	40,409,296
Outstanding, weighted average exercise price (in dollars per share)	$ 0.18	$ 0.37
Granted (in shares)
Granted, weighted average exercise price (in dollars per share)
Canceled / Expired (in shares)		(22,857,143)
Canceled / expired, weighted average exercise price (in dollars per share)		$ 0.53
Exercised (in shares)		(1,697,136)
Exercised, weighted average exercise price (in dollars per share)
Outstanding, ending balance (in shares)	15,855,017	15,855,017
Outstanding, weighted average exercise price (in dollars per share)	$ 0.18	$ 0.18

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Note 8 - Derivative Liabilities (Details Textual) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Derivative Liability	$ 6,791	$ 6,455	$ 33,091

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Note 8 - Derivative Liabilities - Activity in Derivative Liabilities Account (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Derivative liabilities	$ 6,455	$ 33,091
Exercise of warrants		(1,975)
Gain (loss) on change in fair value of derivative liabilities	336	(24,661)
Derivative liabilities	$ 6,791	$ 6,455

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Note 9 - Stockholders' Equity (Deficit) (Details Textual) - USD ($)				10 Months Ended	12 Months Ended
	Jun. 02, 2019	Jan. 05, 2017	Aug. 06, 2016	Jun. 02, 2017	Dec. 31, 2017	Dec. 31, 2016	Aug. 15, 2017
Preferred Stock, Shares Authorized					500,000,000	500,000,000
Preferred Stock, Par or Stated Value Per Share					$ 0.001	$ 0.001
Preferred Stock, Shares Issued					0	0
Stock Issued During Period, Shares, Restricted Stock Award, Gross					351,039
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant					5,709,904
Stock Issued During Period Shares Warrants Exercised		642,366
Stock Issued During Period Value Warrants Exercised		$ 1				$ 1,000
Common Stock, Shares Subscribed but Unissued					1,528,384
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable					$ 30,000	30,000
Subscription Receivable Annual Interest Rate					5.00%
Loss on Stock Purchase Guarantees						$ 3,210,000
Common Stock, Shares Subscribed but Unissued, Return							778,385
Huntington Holdings, LLC [Member]
Common Stock, Shares Subscribed but Unissued					749,999
Common Stock Subscription Price Per Share			$ 2.29
Stock Price Guarantee Payment			$ 3,210,000
Common Stock, Shares Subscribed but Unissued, Return					778,385		778,385
Common Stock, Shares Subscribed but Unissued, Option to Purchase Shares Price					$ 140,000		$ 140,000
Common Stock, Shares Subscribed but Unissued, Option to Purchase Shares					764,192		764,192
Lessee, Operating Lease, Term of Contract					4 years
Huntington Holdings, LLC [Member] | Unsecured Promissory Note [Member]
Debt Instrument, Face Amount				$ 3,200,000
Debt Instrument, Interest Rate, Stated Percentage							8.50%
Interest Paid			$ 50,000	$ 50,000
Huntington Holdings, LLC [Member] | Unsecured Promissory Note [Member] | Scenario, Forecast [Member]
Debt Instrument, Interest Rate, Increase (Decrease)	10.00%
TCC Plan [Member]
Common Stock, Capital Shares Reserved for Future Issuance					20,000,000
TCC Plan [Member] | Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage					25.00%

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Note 10 - Income Taxes (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	$ (21,794)	$ 6,386
Unrecognized Tax Benefits that Would Impact Effective Tax Rate	0	$ 0
Income Tax Expense (Benefit), Continuing Operations, Adjustment of Deferred Tax (Asset) Liability	$ 0
Blended Deferred Federal and State Tax Rate	27.40%	39.30%
Domestic Tax Authority [Member]
Operating Loss Carryforwards	$ 205,000
Domestic Tax Authority [Member] | Earliest Tax Year [Member] | Internal Revenue Service (IRS) [Member]
Open Tax Year	2013
State and Local Jurisdiction [Member]
Operating Loss Carryforwards	$ 119,000
State and Local Jurisdiction [Member] | Earliest Tax Year [Member]
Open Tax Year	2013

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Note 10 - Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Current:
State	$ (16)
Total current expense	(16)
Deferred:
Federal	(22,899)	8,161
State	2,064	(2,734)
Change in valuation allowance	21,794	(6,386)
Total deferred benefit (expense)	959	(959)
Income tax benefit (provision)	$ 943	$ (959)

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Note 10 - Income Taxes - Income Tax Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income tax (expense) benefit at statutory rate	$ 10,218	$ (94)
State income taxes (net of federal benefit)	1,143	1,356
Interest expense	(427)	(427)
Equity-based expenses	(138)	8,554
Adjustment to state net operating loss carryforward	(1,750)	(3,017)
Adjustment to book/tax difference in asset bases	(1,599)	(821)
Change in valuation allowance	21,794	(6,386)
Tax rate change	(28,549)
Other	251	(124)
Income tax benefit (provision)	$ 943	$ (959)

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Note 10 - Income Taxes - Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Deferred tax assets (liabilities):
Accruals and reserves	$ 2,366	$ 4,944
Deferred revenue	452	724
Net operating loss carryforwards	49,245	70,782
Depreciation and amortization	1,450	472
Indefinite lived intangible assets (liabilities)	812
Indefinite lived intangible assets (liabilities)		(959)
Other	1,204	263
Gross deferred tax assets (liabilities)	55,529	76,226
Less: valuation allowance	(55,529)	(77,185)
Net deferred tax assets (liabilities)		$ (959)

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Note 11 - Commitments and Contingencies (Details Textual) - USD ($) $ in Thousands				1 Months Ended	12 Months Ended
	Dec. 27, 2017	Apr. 07, 2015	Apr. 01, 2013	Apr. 30, 2013	Dec. 31, 2017	Dec. 31, 2016	Nov. 30, 2016
Operating Leases, Rent Expense					$ 1,831	$ 1,915
Long-term Purchase Commitment, Amount				$ 5,000
Long-term Purchase Commitment, Period				5 years
One Time Transition Allowance, Exchanged			$ 250
Long-term Purchase Commitment, Amount Purchased					$ 2,200
Platinum [Member]
Long-term Purchase Commitment, Amount	$ 3,000
Florida Office Lease Agreement [Member]
Traded Market Capitalization		$ 50,000
Operating Leases, Rent Expense, Minimum Rentals		4,466
Security Deposit		1,000
Florida Office Lease Agreement [Member] | Maximum [Member]
Operating Leases, Rent Expense, Contingent Rentals		$ 4,552
Sublease Agreement [Member]
Operating Leases, Future Minimum Payments Receivable							$ 2,005
Operating Leases, Future Lease Renewal							2,133
Security Deposit on Sublease, Letter of Credit							$ 100

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Note 11 - Commitments and Contingencies - Future Minimum Lease Payments (Details) $ in Thousands	Dec. 31, 2017 USD ($)
Operating leases, 2018	$ 1,993
Capital leases, 2018	1,434
Operating leases, 2019	2,033
Capital leases, 2019	121
Operating leases, 2020	2,067
Capital leases, 2020
Operating leases, 2021	1,930
Capital leases, 2021
Operating leases, 2022	1,839
Capital leases, 2022
Operating leases, thereafter	8,990
Capital leases, thereafter
	18,852
	$ 1,555

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Note 12 - Related Party Transactions (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Revenue from Related Parties	$ 3,103	$ 4,106

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Note 13 - Subsequent Events (Details Textual) $ / shares in Units, $ in Thousands	Jan. 17, 2018 kg $ / kg	Feb. 06, 2018 USD ($) $ / shares shares	Dec. 31, 2017 USD ($) $ / shares shares	Dec. 31, 2016 USD ($) $ / shares shares	Jul. 31, 2016 $ / shares shares	Feb. 06, 2016 $ / shares	Dec. 31, 2015 $ / shares shares	Oct. 31, 2015 $ / shares shares	Jan. 22, 2015 $ / shares shares
Class of Warrant or Right, Number of Securities Called by Warrants or Rights			15,855,017	15,855,017			40,409,296
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares			$ 0.18	$ 0.18			$ 0.37
Midcap Funding X Trust [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights									500,000
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares									$ 0.76
Common Stock, Capital Shares Reserved for Future Issuance									500,000
Related Party August 2017 Note Payable to Great Harbor LLC [Member]
Long-term Debt | $			$ 3,000
Golisano Warrants [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares					$ 0.01
Common Stock, Capital Shares Reserved for Future Issuance					2,168,178
Related Party July 2014 Note Payable to Little Harbor, LLC, [Member]
Long-term Debt | $			$ 3,267
Golisano Holdings LLC [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares						$ 1		$ 0.001
Common Stock, Capital Shares Reserved for Future Issuance			4,756,505					12,697,977
Little Harbor [Member] | Notes Payable, Other Payables [Member]
Long-term Debt | $			$ 3,267
Subsequent Event [Member] | Related Party August 2017 Note Payable to Great Harbor LLC [Member]
Minimum Liquidity | $		$ 1,000
Subsequent Event [Member] | Great Harbor Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		1,818,182
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares		$ 0.01
Common Stock, Capital Shares Reserved for Future Issuance		1,818,182
Subsequent Event [Member] | Golisano Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		1,818,182
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares		$ 0.01
Common Stock, Capital Shares Reserved for Future Issuance		1,818,182
Subsequent Event [Member] | Great Harbor Capital, LLC [Member] | Secured Debt [Member]
Debt Instrument, Face Amount | $		$ 2,000
Debt Instrument, Interest Rate, Stated Percentage		8.50%
Subsequent Event [Member] | Golisano Holdings LLC [Member] | Secured Debt [Member]
Debt Instrument, Face Amount | $		$ 2,000
Debt Instrument, Interest Rate, Stated Percentage		8.50%
Subsequent Event [Member] | Little Harbor [Member] | Notes Payable, Other Payables [Member]
Debt Instrument, Interest Rate, Stated Percentage		8.50%
Long-term Debt | $		$ 3,267
Sublicense Agreement [Member] | Subsequent Event [Member]
Minimum Requirement of Blended Licensed Product in First Year | kg	10,000
Minimum Requirement of Blended Licensed Product in Second Year | kg	20,000
Royalty Fee Per Kilogram of Blended Licensed Product Purchased | $ / kg	2.5
Reduction Per Kilo Fee Under Circumstances, Percent	50.00%