10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2018

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) 443-5301

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☐    No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒    No ☐

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

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

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

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

The number of shares of common stock, $0.001 par value, outstanding on November 16, 2018 was 254,441,733 shares.

TABLE OF CONTENTS

			Page No.
Part I - FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets (Unaudited)	1
	Condensed Consolidated Statements of Operations (Unaudited)	2
	Condensed Consolidated Statements of Cash Flows (Unaudited)	3
	Notes to Condensed Consolidated Financial Statements (Unaudited)	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	29
Part II - OTHER INFORMATION
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 6.	Exhibits	31
	Signatures	32

PART I – FINANCIAL INFORMATION

Item 1.     Financial Statements.

TWINLAB CONSOLIDATED HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(DOLLAR AMOUNTS IN THOUSANDS)

	September 30, 2018			December 31, 2017
ASSETS
Current assets:
Cash	$	619		$	1,350
Accounts receivable, net of allowance of $2,712 and $2,534, respectively		9,184			6,528
Inventories, net		8,609			17,168
Prepaid expenses and other current assets		4,423			2,256
Total current assets		22,835			27,302
Property and equipment, net		2,602			3,169
Intangible assets, net		21,687			23,063
Goodwill		17,797			17,797
Other assets		1,720			1,762
Total assets	$	66,641		$	73,093
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	11,689		$	10,146
Accrued expenses and other current liabilities		12,382			10,336
Derivative liabilities		8,672			6,791
Notes payable and current portion of long-term debt, net of discount of $3,457 and $3,660, respectively		73,173			68,093
Total current liabilities		105,916			95,366
Long-term liabilities:
Deferred gain on sale of assets		1,444			1,565
Notes payable and long-term debt, net of current portion		3,224			3,383
Total long-term liabilities		4,668			4,948
Total liabilities		110,584			100,314
Commitments and contingencies
Stockholders’ deficit:
Common stock, $0.001 par value, 5,000,000,000 shares authorized, 389,247,784 and 388,081,117 shares issued and outstanding, respectively		389			388
Additional paid-in capital		229,571			226,884
Stock subscriptions receivable		(30	)		(30	)
Treasury stock, 134,806,051 shares at cost		(500	)		(500	)
Accumulated deficit		(273,373	)		(253,963	)
Total stockholders’ deficit		(43,943	)		(27,221	)
Total liabilities and stockholders’ deficit	$	66,641		$	73,093

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

1

TWINLAB CONSOLIDATED HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(DOLLAR AMOUNTS IN THOUSANDS)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Net sales	$	14,933		$	20,612		$	56,259		$	66,130
Cost of sales		13,726			17,103			46,095			50,368
Gross profit		1,207			3,509			10,164			15,762
Selling, general and administrative expenses		5,231			6,646			20,789			20,574
Loss from operations		(4,024	)		(3,137	)		(10,625	)		(4,812	)
Other income (expense):
Interest expense, net		(2,405	)		(1,876	)		(6,856	)		(6,318	)
Loss on change in derivative liabilities		(2,269	)		(393	)		(1,881	)		(1,688	)
Other expense, net		(15	)		(12	)		(48	)		(36	)
Total other expense, net		(4,689	)		(2,281	)		(8,785	)		(8,042	)
Loss before income taxes		(8,713	)		(5,418	)		(19,410	)		(12,854	)
Provision for income taxes		-			-			-			-
Net loss	$	(8,713	)	$	(5,418	)	$	(19,410	)	$	(12,854	)
Weighted average number of common shares outstanding:
Basic		254,441,733			252,924,027			254,286,055			252,935,792
Diluted		254,441,733			252,924,027			254,286,055			252,935,792
Net loss per common share:
Basic	$	(0.03	)	$	(0.02	)	$	(0.08	)	$	(0.05	)
Diluted	$	(0.03	)	$	(0.02	)	$	(0.08	)	$	(0.05	)

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

2

TWINLAB CONSOLIDATED HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(AMOUNTS IN THOUSANDS)

	Nine Months Ended September 30,
	2018			2017
Cash flows from operating activities:
Net loss	$	(19,410	)	$	(12,854	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		2,001			2,416
Amortization of debt discount		1,683			1,774
Issuance of common stock for services		352			-
Stock-based compensation		207			386
Change in provision for obsolete inventories		(94	)		466
Change in provision for losses on accounts receivable		178			167
Loss on change in derivative liabilities		1,881			1,688
Other non-cash items		(121	)		(121	)
Changes in operating assets and liabilities:
Accounts receivable		(2,834	)		(1,136	)
Inventories		8,653			(1,233	)
Prepaid expenses and other current assets		(1,519	)		632
Other assets		42			(101	)
Accounts payable		1,543			(3,259	)
Accrued expenses and other current liabilities		2,046			2,032
Net cash used in operating activities		(5,392	)		(9,143	)
Cash flows from investing activities:
Purchase of property and equipment		(58	)		(51	)
Cash flows from financing activities:
Proceeds from issuance of debt		9,000			6,267
Repayment of debt		(1,207	)		(1,583	)
Net borrowings from (repayments of) revolving credit facility		(3,074	)		1,646
Net cash provided by financing activities		4,719			6,330
Net decrease in cash		(731	)		(2,864	)
Cash, beginning of the period		1,350			5,097
Cash, end of the period	$	619		$	2,233

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

3

TWINLAB CONSOLIDATED HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(AMOUNTS IN THOUSANDS) - Continued

	Nine Months Ended September 30,
	2018		2017
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	996	$	982
Cash paid for income taxes		-		-
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING TRANSACTIONS:
Issuance of common stock for prepaid expenses	$	648	$	-
Reduction of common stock and increase in additional paid-in capital for surrender of common stock		3		-
Issuance of warrants for debt discount and additional paid-in capital		1,481
Relief of stock subscription accrual through long-term debt		-		(3,200	)
Issuance of new long-term debt as payment of existing prepaid stock subscription		-		3,200
Property and equipment acquired through the issuance of capital leases		-		330

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

4

TWINLAB CONSOLIDATED HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(DOLLAR AMOUNTS IN THOUSANDS)

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 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 REAAL®, and 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 services 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 sell the products to the customer, who then markets and sells the products to retailers or end consumers.

Principles of Consolidation

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

Basis of Presentation and Unaudited Information

The condensed consolidated interim financial statements included herein have been prepared by the Company in accordance with United States generally accepted accounting principles, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. Financial results for any interim period are not necessarily indicative of financial results that may be expected for the fiscal year. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on April 3, 2018.

Use of Estimates

The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) 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.

5

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.

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 September 30, 2018 and December 31, 2017:

	Total		Level 1		Level 2		Level 3
September 30, 2018:
Derivative liabilities	$	8,672	$	-	$	-	$	8,672
December 31, 2017:
Derivative liabilities	$	6,791	$	-	$	-	$	6,791

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 September 30, 2018, total allowances amounted to $2,712, of which $490 was related to doubtful accounts receivable. As of December 31, 2017, total allowances amounted to $2,534, of which $329 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.

6

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, a market leader in the healthy aging and beauty from within categories, and owner of the Reserveage Nutrition brands, 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 September 30, 2018 and December 31, 2017 was $4,346.

Value of Warrants Issued with Debt

We estimate the grant date value of certain warrants issued with debt, 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 $40 for the three months ended September 30, 2018 and 2017. For the nine months ended September 30, 2018 and 2017, we recorded amortization of $121 and $121, respectively. As of September 30, 2018, and December 31, 2017, unamortized deferred gain on sale of assets was $1,444 and $1,565, respectively.

Net Income (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.

When calculating diluted earnings or loss per share, if the effects are dilutive, companies are required to add back to net income or loss the effects of the change in derivative liabilities related to warrants. Additionally, if the effects of the change in derivative liabilities are added back to net income or loss, companies are required to include the warrants outstanding related to the derivative liability in the calculation of the weighted average dilutive shares. As there was no gain on change in derivative liabilities for the three and nine months ended September 30, 2018, there was no dilutive effect on net loss and the calculation of the weighted average dilutive shares. The numerator and the denominator of the calculation of basic and diluted net loss per share were identical for the three and nine months ended September 30, 2018 and 2017.

7

Significant Concentration of Credit Risk

Sales to our top three customers aggregated to approximately 30% and 33% of total sales for the three months ended September 30, 2018 and 2017, respectively, and 25% and 27% of total sales for the nine months ended September 30, 2018 and 2017. Sales to one of those customers were approximately 15% and 13% of total sales for the three months ended September 30, 2018 and 2017, respectively, and 14% and 12% of total sales for the nine months ended September 30, 2018 and 2017, respectively. Accounts receivable from the top three customers were approximately 23% and 39% of total accounts receivable as of September 30, 2018 and December 31, 2017, respectively.

Recent Accounting Pronouncements

In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 condensed 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 condensed consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, "Financial Instruments- Credit losses (Topic 326): Measurement of Credit losses on Financial Instruments". ASU 2016-13 requires an organization to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Our status as an emerging growth company allows us to defer adoption until the annual period, including interim periods within the annual period, beginning January 1, 2021. Management is currently evaluating the requirements of this guidance and has not yet determined the impact of the adoption on the Company's financial position or results from operations.

8

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 chosen to delay our adoption until January 1, 2019.

Although there are several other new accounting pronouncements issued or proposed by the 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 condensed consolidated financial position or results of operations.

NOTE 2 – GOING CONCERN

The accompanying condensed 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. As of September 30, 2018, we had an accumulated deficit of $273,373. 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 debt.

Because of our history of operating losses, significant interest expense on our debt, and the recording of significant derivative liabilities, we have a working capital deficiency of $83,081 as of September 30, 2018.  We also have $73,173 of debt, net of discount, 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; operating costs that include significant workforce and salary expense reduction, 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.

NOTE 3 – INVENTORIES

Inventories consisted of the following as of:

	September 30, 2018			December 31, 2017
Raw materials	$	2,978		$	5,347
Work in process		231			1,965
Finished goods		7,686			12,236
		10,895			19,548
Reserve for obsolete inventories		(2,286	)		(2,380	)
	$	8,609		$	17,168

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NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of:

	September 30, 2018			December 31, 2017
Machinery and equipment	$	12,166		$	12,156
Computers and other		9,614			9,589
Aquifer		482			482
Leasehold improvements		1,553			1,530
		23,815			23,757
Accumulated depreciation and amortization		(21,213	)		(20,588	)
	$	2,602		$	3,169

Assets held under capital leases are included in machinery and equipment and amounted to $613 and $777 as of September 30, 2018 and December 31, 2017, respectively.

Depreciation and amortization expense totaled $201 and $222 for the three months ended September 30, 2018 and 2017, respectively, and totaled $625 and $669 for the nine months ended September 30, 2018 and 2017, respectively.

NOTE 5 – INTANGIBLE ASSETS

Intangible assets consisted of the following as of:

	September 30, 2018			December 31, 2017
Trademarks	$	8,915		$	8,915
Indefinite-lived intangible assets		4,346			4,346
Customer relationships		19,110			19,110
Other		753			753
		33,124			33,124
Accumulated amortization		(11,437	)		(10,061	)
	$	21,687		$	23,063

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 $459 and $582 for the three months ended September 30, 2018 and 2017 and was $1,376 and $1,747 for the nine months ended September 30, 2018 and 2017, respectively.

10

NOTE 6 – DEBT

Debt consisted of the following as of:

	September 30, 2018			December 31, 2017
Related Party Debt:
July 2014 note payable to Little Harbor, LLC (converted to a new note in February 2018)	$	3,267		$	3,267
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			3,000
February 2018 note payable to Great Harbor Capital, LLC		2,000			-
July 2018 note payable to Great Harbor Capital, LLC, net of discount of $1,303 at September 30, 2018		3,697			-
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			3,267
February 2018 note payable to Golisano Holdings LLC		2,000			-
November 2014 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 $881 and $1,491 as of September 30, 2018 and December 31, 2017, respectively		7,119			6,509
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 $1,143 and $1,829 as of September 30, 2018 and December 31, 2017, respectively		3,857			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 $78 and $130 as of September 30, 2018 and December 31, 2017, respectively		1,922			1,869
Total related party debt		63,669			54,623
Senior Credit Facility with Midcap		9,014			12,088
Other Debt:
April 2016 note payable to JL-Utah Sub, LLC		125			313
Capital lease obligations, net of discount of $52 and $210 as of September 30, 2018 and December 31, 2017, respectively		389			1,252
Huntington Holdings		3,200			3,200
Total other debt		3,714			4,765
Total debt		76,397			71,476
Less current portion		(73,173	)		(68,093	)
Long-term debt	$	3,224		$	3,383

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.

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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, draws totaling $4,770. There were no draws during the year ended December 31, 2017 and the quarter ended September 30, 2018. We issued a warrant into escrow in connection with this loan (see Little Harbor Escrow Warrant in Note 7).

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 September 30, 2018 until January 1, 2019 and agreed to refrain from declaring a default and/or exercising any remedies under the notes.

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 commencing on February 28, 2017. 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 commencing on April 21, 2017. 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).

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).

February 2018 Note Payable to Great Harbor Capital, LLC

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 Funding X Trust (“MidCap”), as successor-by-assignment from MidCap Financial Trust.

Also, on February 6, 2018, the Company issued an Amended and Restated Secured Promissory Note to GH (“Great Harbor Note 2”) 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 2 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.

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July 2018 Note Payable to Great Harbor Capital, LLC

Pursuant to a July 27, 2018 Secured Promissory Note, GH loaned the Company $5,000 ("Great Harbor Note 3"). The Great Harbor Note 3 matures on January 27, 2020 and bears interest at an annual rate of 8.5%, with the principal payable at maturity. The principal of the Great Harbor Note is payable at maturity on January 27, 2020. The Great Harbor Note is secured by collateral.  We issued a warrant in connection with this loan (see GH Warrants in Note 7).

The Great Harbor Note 3 is subordinate to the indebtedness owed to MidCap. The Great Harbor Note 3 is senior to the indebtedness owed to Little Harbor, LLC and Golisano Holdings LLC.

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 September 30, 2018 until January 1, 2019 and agreed to refrain from declaring a default and/or exercising any remedies under the notes.

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 member of the Board of Directors of our Company. We granted Penta a security interest in our assets and pledged the shares of our subsidiaries as security for the note.  This note matures on November 13, 2019 with payments of principal due on a quarterly basis commencing on November 13, 2017 in installments of (i) $360 per quarter for the first four quarters, (ii) $440 per quarter for the next four quarters and (iii) $520 per quarter for each quarter thereafter.  This note bears interest of 12% per annum, payable monthly.  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.  On March 8, 2017, Golisano Holdings LLC (“Golisano LLC”) acquired this note payable from Penta. The terms of this note payable remain the same with the only changes being the holder of the promissory note and reduction of the interest rate to 8%.

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”). The proceeds were restricted to pay a portion of the Nutricap Labs, LLC (“Nutricap”) asset acquisition. We granted JL a security interest in the Company’s assets, including real estate and pledged the shares of our subsidiaries as security for the note. The note matures on February 13, 2020 with payments of principal due on a quarterly basis commencing March 1, 2017 in installments starting at $250 per quarter and increasing to $350 per quarter. This note bears interest of 8% per annum, payable monthly. We issued a warrant to JL 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. On March 8, 2017, Golisano LLC acquired this note payable from JL. The terms of this note payable remain the same with the only change being the holder of the promissory note.

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. This note matures on November 13, 2019 with payments of principal due on a quarterly basis commencing November 13, 2017 in installments of (i) $90 per quarter for the first four quarters, (ii) $110 per quarter for the next four quarters and (iii) $130 per quarter for each quarter thereafter. This note bears interest of 8% per annum, payable monthly. We issued a warrant to Penta to purchase 869,618 shares of the Company’s common stock in connection with this loan (see Golisano LLC Warrants (formerly 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. On March 8, 2017, Golisano LLC acquired this note payable from Penta. The terms of this note payable remain the same with the only change being the holder of the promissory note.

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 commencing on February 28, 2017. 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 commencing on April 21, 2017. 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).

February 2018 Note Payable to 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.

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 September 30, 2018 until January 1, 2019 and agreed to refrain from declaring a default and/or exercising any remedies under the notes.

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”).

On July 27, 2018, the Company and Golisano LLC, as successor by assignment to Penta Mezzanine SBIC Fund I, L.P. to the original Note and Warrant Purchase Agreement, dated as of November 13, 2014, as amended from time to time, entered into the Thirteenth Amendment to the Note (“Thirteenth Amendment”). Pursuant to the Thirteenth Amendment, Golisano LLC consented to the secured loan in the amount of $4,000 from GH to the Company. 

On July 27, 2018, the Company and Golisano LLC, as successor by assignment to JL-Mezz Utah, LLC (f/k/a JL-BBNC  Mezz Utah, LLC) to the original Note and Warrant Purchase Agreement, dated as of November 13, 2014, as amended from time to time, entered into the Twelfth Amendment to the Note (“Twelfth Amendment”). Pursuant to the Twelfth Amendment, Golisano LLC consented to the secured loan in the amount of $4,000 from GH to the Company. 

On July 27, 2018, GH and Golisano LLC entered into an intercreditor agreement (the “Intercreditor Agreement 2”) where they agreed that the Great Harbor Note 3 is subordinate to the indebtedness owed to MidCap. The Great Harbor Note 3 is senior to the indebtedness owed to Little Harbor, LLC and Golisano Holdings LLC.

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. In conjunction with this Senior Credit Facility, we issued a warrant to Midcap to purchase 500,000 shares of the Company’s common stock that expired on January 21, 2018 (see MidCap Warrant 1 in Note 7). In addition, 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 calculated interest rate was 7.77% per annum as of September 30, 2018. 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.

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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 was a member of the Board of Directors of the Company through January 22, 2018.

2014 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 consolidated balance sheet as of December 31, 2016. On June 2, 2017, the Company issued an unsecured promissory note (the “Huntington Note”) in favor of 2014 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 regard 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 exercise 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, effective July 29, 2016, to, among other things, reset the financial covenants of each debt agreement. As of September 30, 2018, we were not in compliance with these financial covenants of the debt agreements; however, the lenders provided the Company with a waiver of the covenant violations through September 30, 2018.

NOTE 7 – WARRANTS AND REGISTRATION RIGHTS AGREEMENTS

The following table presents a summary of the status of our issued warrants as of September 30, 2018, and changes during the nine months then ended:

	Shares Underlying Warrants			Weighted Average Exercise Price
Outstanding, December 31, 2017		15,855,017		$	0.18
Granted		3,000,000			0.14
Canceled / Expired		(500,000	)		0.76
Exercised		-			-
Outstanding, September 30, 2018		18,355,017		$	0.15

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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 1”). 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 1. The MidCap warrant 1 was not exercised and expired on January 22, 2018.

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.

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 (MidCap Warrant 2). The Company has reserved 500,000 shares of the Company’s common stock for issuance under MidCap Warrant. The warrant expires on February 6, 2019.

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 capital lease obligations 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 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.

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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 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 times (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 times (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), these warrants 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), 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 September 30, 2018, we have reserved 4,756,505 shares of our common stock for issuance under the Golisano Warrant.

GH Warrant

In connection with the GH July 2018 Secured Promissory Note, we issued GH a warrant to purchase an aggregate of 2,500,000 shares of the Company’s common stock at an exercise price of $0.01 per share (the "July 2018 GH Warrant"). The July 2018 Great Harbor Warrant is exercisable on any business day prior to the expiration date.   The Company has reserved 2,500,000 shares of the Company’s common stock for issuance under the July 2018 GH Warrant. The July 2018 GH Warrant expires on July 27, 2024. The July 2018 GH Warrant is also subject to customary adjustments upon any recapitalization, reorganization, stock split, combination of shares, merger or consolidation. The Company estimated the value of the warrant using the Black-Scholes option pricing model and recorded a debt discount of $1,481 which will be amortized over the term of the GH July 2018 Secured Promissory Note. Amortized expense was $178 for the nine months ended September 30, 2018.

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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 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 Notes 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 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 Notes 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 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 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 Notes 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 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 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.

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In connection with the Golisano LLC, February 2018 note, we 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 2018 Warrant"). The Golisano 2018 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 2018 Warrant. The Golisano 2018 Warrant expires on February 6, 2024.

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 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 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 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 “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 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 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 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 Secured Promissory 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 note 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 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.

In connection with the GH February 2018 Secured Promissory Note, we 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 "February 2018 GH Warrant"). The February 2018 GH 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 February 2018 GH Warrant. The February 2018 GH Warrant expires on February 6, 2024.

JL-US Escrow Warrant

In connection with an April 5, 2016 Unsecured Promissory Note, we issued into escrow in the name of JL-Utah Sub (“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 unsecured delayed draw promissory 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 do 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 comprehensive income (loss) for changes in the estimated fair value of the warrants from the date of issuance to each balance sheet reporting date. As of September 30, 2018, we have estimated the total fair value of the derivative liabilities to be $8,672 as compared to $6,791 as of December 31, 2017. We had the following activity in our derivative liabilities account for the nine months ended September 30, 2018:

Derivative liabilities as of December 31, 2017	$	6,791
Loss on change in fair value of derivative liabilities		1,881
Derivative liabilities as of September 30, 2018	$	8,672

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’ 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 the nine months ended September 30, 2018, there were not any shares of common stock issued to employees pursuant to the vesting of restricted stock units. As of September 30, 2018, 6,607,285 shares remain in the TCC Plan.

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Common Stock Repurchase

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

Stock Subscription Receivable and Loss on Stock Price Guarantee

As of September 30, 2018, 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 June 6, 2018, the Company issued 4,166,667 shares of common stock to Platinum Advisory Services, LLC in accordance with the terms of the Equity in Exchange for Services Agreement that the parties entered into on December 27, 2017, wherein the Company received advertising services in exchange for the shares.

NOTE 10 – SUBSEQUENT EVENTS

Financing

Great Harbor Capital

On November 5, 2018, the Company issued a Secured Promissory Note in favor of GH, pursuant to which GH has loaned the Company the principal amount of $4,000, ("Great Harbor Note 4"). The Great Harbor Note 4 matures on November 5, 2021. 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 December 1, 2018. The principal of the Great Harbor Note 4 is payable at maturity. The Great Harbor Note 4 is secured by collateral. The Great Harbor Note 4 is subordinate to the indebtedness owed to MidCap. The Great Harbor Note 4 is senior to the indebtedness owed to Little Harbor, LLC and Golisano Holdings LLC.

The Company also issued to GH a warrant to purchase an aggregate of 2,000,000 shares of Company common stock at an exercise price of $.01 per share (the "November 2018 Great Harbor Warrant"). The November 2018 Great Harbor Warrant is exercisable on any business day prior to the expiration date.  The Company has reserved 2,000,000 shares of Company common stock for issuance under the November 2018 Great Harbor Warrant. The November 2018 Great Harbor Warrant expires on November 5, 2024.

The November 2018 Great Harbor Warrant is also subject to customary adjustments upon any recapitalization, reorganization, stock split up, combination of shares, merger or consolidation. The November 2018 Great Harbor Warrant grants GH certain registration rights for the shares of Company common stock issuable upon exercise of the November 2018 Great Harbor Warrant.

Golisano Holdings LLC

The Company entered into the Thirteenth Amendment to the Note and Warrant Purchase Agreement, dated as of November 5, 2018, by and among the Company and Golisano LLC, as successor by assignment to JL-Mezz Utah, LLC f/k/a JL-BBNC Mezz Utah, LLC to the original Note and Warrant Purchase Agreement, dated as of January 22, 2015, as amended from time to time (the “Thirteenth Amendment”). Pursuant to the Thirteenth Amendment, Golisano LLC consented to the secured loan in the amount of $4,000 from GH.

The Company also entered into the Fourteenth Amendment to Note and Warrant Purchase Agreement and Limited Consent, dated as of November 5, 2018, by and among the Company and Golisano LLC, as successor by assignment to Penta Mezzanine SBIC Fund I, L.P. to the original Note and Warrant Purchase Agreement, dated as of November 13, 2014, as amended from time to time (the “Fourteenth Amendment”). Pursuant to the Fourteenth Amendment, Golisano LLC consented to the secured loan in the amount of $4,000 from GH.

Midcap Funding X Trust

On November 5, 2018, MidCap consented to the Great Harbor Note 3 and the repayment of the Great Harbor Note 3 in the future. The Company, its subsidiaries and Midcap, as successor-by-assignment from MidCap Financial Trust, are parties to a certain Senior Credit Facility dated as of January 22, 2015, as amended from time to time (the "Credit Agreement").

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Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Due to the current situation related to our need for additional capital, we find an increase of threatened litigation and we are working with those parties in order to obtain an outcome that does not have a material impact on the Company’s finances.

Other

In October 2018, the Company held an auction to divest itself of various unneeded, leased equipment at the Utah facility. In November 2018, the Company used proceeds from the auction to pay off the Utah facility’s two equipment lessors, Essex Capital and Kariba Capital.

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Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations. (Dollar amounts in thousands)

Overview

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations and other materials we file with the Securities and Exchange Commission (the "SEC") (as well as information included in oral statements or other written statements made or to be made by us) contain certain "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Any statements contained herein that are not statements of historical fact, including statements regarding guidance, industry prospects or future results of operations or financial position made in this report are forward-looking. We often use words such as anticipates, believes, estimates, expects, intends, predicts, hopes, should, plans, will and similar expressions to identify forward-looking statements. These statements are based on management’s current expectations and accordingly are subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained herein due to various important factors, including (but not limited to): consumer preferences, spending and debt levels; the general economic and credit environment; interest rates; variations in consumer purchasing activities; competitive pressures on sales; pricing and gross sales margins; the associated fees or estimated cost savings from contract renegotiations; and our ability to establish and maintain acceptable commercial terms with contract manufacturers.

Our Operations

We are an integrated 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 store 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 primarily under the Twinlab® (including the REAAL®, and 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, powders and whole herbs. 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 services business involves the manufacture of custom products to the specifications of a customer who requires finished products under the customer’s own brand name.  We do not market these private label products as our business is to sell the products to the customer, who then markets and sells the products to retailers or end consumers.

We distribute one of the broadest branded product lines in the industry with approximately 260 stock keeping units, or SKUs. We believe that as a result of our emphasis on innovation, quality, loyalty, education and customer service, our brands are widely recognized in health and natural food stores and among their customers.

We have fully integrated our two 2015 acquisitions.  The first was the acquisition of the customer relationships of Nutricap, a provider of dietary supplement contract manufacturing services, into our subsidiary, NutraScience, in February 2015, and the second was the acquisition of 100% of the equity interests of Organic Holdings, a market leader in the healthy aging and beauty from within categories and owner of the award-winning Reserveage™ Nutrition brand, in October 2015. We continue to believe that these acquisitions significantly strengthened our product offerings, contract manufacturing services and our sales and marketing capabilities, providing us with opportunities to improve our market position in addition to adding to supply chain efficiencies.

Recent Developments

Chief Executive Officer and Board Member Changes

On July 17, 2018, the Board of Directors appointed Anthony Zolezzi as the Company’s Chief Executive Officer and President.

On July 17, 2018, the Company and Mr. Zolezzi entered into an employment agreement (the “Zolezzi Employment Agreement”), outlining the terms of Mr. Zolezzi’s employment with the Company. Under the terms of the Zolezzi Employment Agreement, Mr. Zolezzi will also be granted an initial equity award of restricted stock. The initial equity award is for up to 8,000,000 shares of common stock ("Initial Equity Award") with an exercise price equal to the fair market value of the Company's common stock and is subject to the Company's 2013 Stock Incentive Plan and further issuance of shares as necessary.  

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On August 16, 2018, Alan S. Gever, Chief Financial Officer and Chief Operations Officer of the Company tendered his resignation that was accepted on August 21, 2018, by the Board of Directors of the Company.  The Board of Directors appointed Carla Goffstein as interim Chief Financial Officer, effective August 21, 2018. These events were disclosed in their entirety in the Company’s Form 8-K filed with the SEC on August 21, 2018. 

On September 28, 2018, the Company filed its definitive proxy statement on Schedule 14A and its definitive additional materials announcing that its Annual Meeting and Proxy Vote would take place on November 9, 2018 at the Company’s headquarters in Boca Raton, Florida.

Plant Transition

On January 25, 2018, the Company announced that as part of a plan improving operational efficiencies, the Company will transition the manufacturing of the balance of its products to strategic manufacturing partners (the “Transition”). The announcement came the same day the Board of Directors made the decision to undertake the Transition. The Board of Directors believe that restructuring the supply chain similar to that of our NutraScience division, and leveraging access to exclusive technologies, and processes, should result in greater flexibility, more efficient capital allocation and an improved cost structure, all of which are believed to be in the best interest of the Company and its stockholders.

The Company has and expects to continue to incur certain foreseeable and unforeseeable costs to make the Transition, which have included but are not limited to increasing inventory to maintain products and services throughout the Transition, as well as providing severance to the affected Utah based employees. An accrual of $1.5 million was made at the end of March 31, 2018 for severance pay for Utah based employees scheduled to be terminated at various times this year. According to the plan, production at the underutilized American Fork, Utah facility ceased on or about April 30, 2018, has been shut down since April 30, 2018, but the clean-out of the facility is on-going and is expected to be completed on or about January 31, 2019. All manufacturing has been moved to our portfolio of qualified contract manufacturing partners across the country. We have also selected a third party logistics provider (“3PL”) to handle all of our warehouse and distribution needs.

Our contract manufacturing partners include softgel manufacturers, liquid manufacturers, capsule and tablet manufacturers, bulk powder operations and other specialty manufacturers 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 our portfolio of contract manufacturing partners provides us with flexibility and nimbleness in our supply chain giving us a competitive advantage.  In addition, we have redundancy across contract manufacturers giving us further flexibility.

We employ a supply chain staff that works with marketing, product development, formulations and quality control personnel as we carefully manage our contract manufacturing partners. Raw materials are sourced by our contract manufacturing partners through a variety of domestically and internationally approved suppliers principally from the United States, Europe and China. We have long-term relationships with many of our contract manufacturing partners and we are constantly evaluating our partners and looking for new relationships that can add value to our supply chain operations.

Going Concern Uncertainty

The accompanying condensed 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. As of September 30, 2018, we had an accumulated deficit of $273,373. 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 this history of operating losses, significant interest expense on our debt, and the recording of significant derivative liabilities, we have a working capital deficiency of $83,081 as of September 30, 2018.  We also have $73,173 of debt, net of discount, due within the next 12 months. These continuing conditions, among others, raise substantial doubt about our ability to continue as a going concern.

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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. During the nine months ended September 30, 2018, we obtained debt funding totaling $9,000 to execute the new supply chain initiatives and increase inventory levels to support the closure of Utah facility initiatives. This funding will assist the company to pay for severance cost, unpaid vacation, and other facility closure expenses. Additionally, the funding will also enable the Company to procure inventory and launch new product initiatives. It is possible 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. To meet capital requirements, the Company may consider selling certain assets.

Critical Accounting Policies and Estimates

This discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, which we have prepared in accordance with the 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 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.

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.

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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, 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 tax assets are recorded when we are unable to conclude that it is more likely than not that such deferred tax assets will be realized.

Results of Operations

Net Sales

Our net sales decreased $5,679, or 28%, to $14,933 for the three months ended September 30, 2018 from $20,612 for the three months ended September 30, 2017. On a year-to-date basis, our net sales decreased $9,871, or 15%, to $56,259 for the nine months ended September 30, 2018 from $66,130 for the nine months ended September 30, 2017. These decreases in our net sales are primarily related to a continued declining trend in Twinlab and Organic Holdings branded sales due to lost distribution from out-of-stock conditions caused by order fulfilment shortfalls.  Additionally, sales volume from a major customer in 2017 was not repeated in 2018.

Gross Profit

Our gross profit decreased $2,302, or 66%, to $1,207 for the three months ended September 30, 2018 from $3,509 for the three months ended September 30, 2017.  On a year-to-date basis, our gross profit decreased $5,598, or 36%, to $10,164 for the nine months ended September 30, 2018 from $15,762 for the nine months ended September 30, 2017. The decrease in our gross profit is derived from shifts in the margin mix of sales, lower net sales, and costs incurred in the plant transition to contract manufacturers.

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Selling, General and Administrative Expenses

Our selling, general and administrative expenses decreased $1,415, or 21% to $5,231 for the three months ended September 30, 2018 from $6,646 for the three months ended September 30, 2017. On a year-to-date basis, our selling, general and administrative expenses increased $215, or approximately 1%, to $20,789 for the nine months ended September 30, 2018 from $20,574 for the nine months ended September 30, 2017.  The decrease in selling, general and administrative expenses for the three months ended September 30, 2018 is related to the Company’s 2018 rightsizing initiatives.

Interest Expense, Net

Our interest expense increased $529, or 28%, to $2,405 for the three months ended September 30, 2018 from $1,876 for the three months ended September 30, 2017.  On a year-to-date basis, our interest expense increased $538 or 9% to $6,856 for the nine months ended September 30, 2018 and $6,318 for the nine months ended September 30, 2017.

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. 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 derivative liabilities with a corresponding charge to our consolidated statements of operations. During the three months and nine months ended September 30, 2018, we reported a loss on change in derivative liabilities of $2,269 and a loss of $1,881, respectively. During the three and nine months ended September 30, 2017, we reported a loss on change in derivative liabilities of $393 and $1,688, respectively.

Liquidity and Capital Resources

At September 30, 2018, we had an accumulated deficit of $273,373, primarily because of our history of operating losses and our recording of derivative liabilities and loss on stock purchase guarantee.  We have a working capital deficiency of $83,081 at September 30, 2018.  Losses have been funded primarily through issuance of common stock, borrowings from our stockholders and third-party debt and proceeds from the exercise of warrants. As of September 30, 2018, we had cash of $619.  On an ongoing basis, we also seek to improve operating cash through trade receivables and payables management as well as inventory stocking levels. We used net cash in operating activities of $5,392 for the nine months ended September 30, 2018.  During the nine months ended September 30, 2018, we incurred new debt of $9,000 and a net decrease in borrowings on our senior credit facility of $3,074 to fund our operations and debt repayment of $1,207.

Our total liabilities increased by $10,270 to $110,584 at September 30, 2018 from $100,314 at December 31, 2017.  This increase in our total liabilities was primarily due to the accrual of $1,462 for severance pay for Utah based employees scheduled to be terminated, a net increase of $9,000 in new debt financings obtained during the first nine months of 2018.  For discussion of our debt financings completed to date during 2018, see Notes 6 and 7 in the Notes to Condensed Consolidated Financial Statements included in this Report.

Cash Flows from Operating, Investing and Financing Activities

Net cash used in operating activities was $5,392 for the nine months ended September 30, 2018 as a result of our net loss of $19,410, a non-cash loss on change in derivative liabilities of $1,881, other non-cash expenses totaling $4,206 net and an increase in net operating assets and liabilities of $7,931.  By comparison, for the nine months ended September 30, 2017, net cash used in operating activities was $9,143 as a result of our net loss of $12,854, a non-cash loss on change in derivative liabilities of $1,688 as well as other non-cash expenses totaling $5,088 and a decrease in net operating assets and liabilities of $3,065. See Condensed Consolidated Statements of Cash Flows included in this Report for additional information.

Net cash used in investing activities for the nine months ended September 30, 2018 and 2017 was $58 and $51, respectively, consisting of the purchase of property and equipment. 

Net cash provided by financing activities was $4,719 for the nine months ended September 30, 2018, primarily consisting of proceeds from the issuance of debt of $9,000, decrease in borrowings of $3,074 under our revolving credit facility, and repayment of debt of $1,207.

Ongoing Funding Requirements

As set forth above, we have obtained additional debt financing to date in 2018 to support operations. It is possible that we may need additional funding to enable us to fund our operating expenses and capital expenditure requirements.

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Until such time, if ever, as we can generate substantial product revenues, 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 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 January 2017, the 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 condensed 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 condensed consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, "Financial Instruments- Credit losses (Topic 326): Measurement of Credit losses on Financial Instruments". ASU 2016-13 requires an organization to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Our status as an emerging growth company allows us to defer adoption until the annual period, including interim periods within the annual period, beginning January 1, 2021. Management is currently evaluating the requirements of this guidance and has not yet determined the impact of the adoption on the Company's financial position or results from operations.

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 chosen to delay our adoption until January 1, 2019.

Although there are several other new accounting pronouncements issued or proposed by the 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 condensed consolidated financial position or results of operations

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Material Contractual Obligations

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.

As of September 30, 2018, we have total debt of $76,397, of which $63,669 is considered to be related-party debt.  For discussion of our debt financings, see Notes 6 and 7 in the Notes to Condensed Consolidated Financial Statements included in this Report.

Effective February 6, 2013, we entered into an operating lease agreement for 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. 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 the preceding five-year period.

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.

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.

Off-Balance Sheet Arrangements

None.

Item 3.          Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4.          Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2018 pursuant to Rule 13a-15(b) under 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 Securities and Exchange Commission’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, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based on the evaluation of our disclosure controls and procedures as of September 30, 2018, our management has concluded that our disclosure controls and procedures were effective as of September 30, 2018.

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Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

PART II—OTHER INFORMATION

Item 1.          Legal Proceedings

CH Robinson Worldwide v. Twinlab Consolidation Corporation, Case No.: Pending, in the District Court of the Fourth Judicial District in and for Hennepin County, Minnesota, allegedly filed on March 7, 2018. Investigation of this claim revealed the complaint was never actually filed and that the Plaintiff’s invoices in the Company’s name were paid timely.

See also Note 10, Subsequent Events, to the consolidated financial statements for discussion of legal proceedings in general.

Item 1A.       Risk Factors.

Risks and uncertainties that, if they were to occur, could materially adversely affect our business or cause our actual results to differ materially from the results contemplated by the forward-looking statements contained in this report and other public statements were set forth in the “Item 1A Risk Factors” section of our Annual Report on Form 10-K filed with the SEC on April 3, 2018.

Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial conditions and/or operating results.

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Item 6.          Exhibits.

Exhibit Number	Exhibit Description
10.177	Employment Agreement, dated July 17, 2018, by and between Twinlab Consolidated Holdings, Inc. and Mr. Anthony Zolezzi (incorporated by reference to Exhibit 10.177 to the Company’s report on Form 8-K on July 19, 2018)
10.178	Secured Promissory Note, dated July 27, 2018, 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.*
10.179	Warrant, dated July 27, 2018, by and between Twinlab Consolidated Holdings, Inc. and Great Harbor Capital, LLC
10.180	Twelfth Amendment to Note and Warrant Purchase Agreement, dated as of July 27, 2018, 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, Joie Essance, LLC and Golisano Holdings LLC, as successor by assignment to JL-Mezz Utah LLC (f/k/a JL-BBNC Mezz Utah, LLC).*
10.181	Thirteenth Amendment to Note and Warrant Purchase Agreement, dated as of July 27, 2018, 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, Joie Essance, LLC and Golisano Holdings LLC, as successor by assignment to Penta Mezzanine SBIC Fund I, L.P.*
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.CA	XBRL Taxonomy Extension Calculation.
101.DEF	XBRL Taxonomy Extension Definition.
101.LAB	XBRL Taxonomy Extension Label.
101.PRE	XBRL Taxonomy Extension Presentation.

________

*          Portions of these exhibits have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

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SIGNATURES

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

	TWINLAB CONSOLIDATED HOLDINGS, INC.
Date: November 19, 2018	By:	/s/ Anthony Zolezzi
		Anthony Zolezzi
		Chief Executive Officer and President
Date: November 19, 2018	By:	/s/ Carla Goffstein
		Carla Goffstein
		SVP, Finance & Accounting, and Interim Chief Financial Officer & Treasurer

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EX-10.178

Exhibit 10.178

THIS NOTE IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT (GREAT HARBOR SECURED DEBT) DATED AS OF AUGUST 30, 2017 IN FAVOR OF MIDCAP FUNDING X TRUST, A DELAWARE STATUTORY TRUST, AS ADMINISTRATIVE AGENT, WHICH SUBORDINATION AGREEMENT (GREAT HARBOR SECURED DEBT) (AS AMENDED IN ACCORDANCE WITH ITS TERMS) IS INCORPORATED HEREIN BY REFERENCE (THE "MIDCAP SUBORDINATION AGREEMENT").

THIS NOTE IS SUBJECT TO THE TERMS OF AN INTERCREDITOR AGREEMENT, DATED AS OF FEBRUARY 6, 2018, BETWEEN HOLDER AND GOLISANO HOLDINGS LLC, A NEW YORK LIMITED LIABILITY COMPANY, WHICH INTERCREDITOR AGREEMENT (AS AMENDED IN ACCORDANCE WITH ITS TERMS) IS INCORPORATED HEREIN BY REFERENCE.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION THEREFROM.

SECURED PROMISSORY NOTE*

5,000,000 July 27, 2018

FOR VALUE RECEIVED, the undersigned, TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation ("TCHI"), TWINLAB CONSOLIDATION CORPORATION, a Delaware corporation, TWINLAB HOLDINGS, INC., a Michigan corporation, ISI BRANDS INC., a Michigan corporation, TWINLAB CORPORATION, a Delaware corporation, NUTRASCIENCE LABS, INC., a Delaware corporation, NUTRASCIENCE LABS IP CORPORATION, a Delaware corporation, ORGANIC HOLDINGS LLC, a Delaware limited liability company, RESERVE LIFE ORGANICS, LLC, a Delaware limited liability company, RESVITALE, LLC, a Delaware limited liability company, RE-BODY, LLC, a Delaware limited liability company, INNOVITAMIN ORGANICS, LLC, a Delaware limited liability company, ORGANICS MANAGEMENT LLC, a Delaware limited liability company, COCOAWELL, LLC, a Delaware limited liability company, FEMBODY, LLC, a Delaware limited liability company, RESERVE LIFE NUTRITION, L.L.C., a Delaware limited liability company, INNOVITA SPECIALTY DISTRIBUTION LLC, a Delaware limited liability company, and JOIE ESSANCE, LLC, a Delaware limited liability company (collectively as "Maker"), promises to pay to GREAT HARBOR CAPITAL, LLC, a Delaware limited liability company ("Holder"), the principal sum of FIVE MILLION DOLLARS AND NO CENTS ($5,000,000.00), together with interest on the unpaid principal balance of this Secured Promissory Note (this "Note") from time to time outstanding until paid in full, in lawful money of the United States of America. This Note shall mature and be due and payable by Maker on January 27, 2020 (the "Maturity Date") or, if such day is not a Business Day, then the next succeeding Business Day. Capitalized terms used herein and not otherwise defined are set forth in Section 3.12 hereof.

________

* Portions of the Secured Promissory Note have been omitted based upon a request for confidential treatment filed with the Securities and Exchange Commission. The non-public information has been filed with the Securities and Exchange Commission.

ARTICLE I

TERMS AND CONDITIONS

1.01 Payment of Principal and Accrued Interest.

a.     Interest shall accrue on the outstanding principal amount of this Note at eight and one-half percent (8.5%) per annum (the "Interest Rate"). Interest shall be computed hereunder based on a 360-day year. Interest shall be payable monthly on the 1st day of each month, with the first interest payment due September 1, 2018.

b.     If not paid sooner under this Section 1.01 or otherwise, the principal amount of this Note together with all accrued and unpaid interest thereon shall be due and payable on the Maturity Date.

c.     Subject to the MidCap Subordination Agreement and MidCap Credit Agreement, when any Maker consummates any Special Asset Disposition (**************), such Maker will use the Net Cash Proceeds of such Special Asset Disposition to pay any accrued and unpaid interest under this Note and any other note subject to the Intercreditor Agreement, such payment to be made promptly but in no event more than three (3) business days following receipt of such Net Cash Proceeds and until the date of payment, such proceeds shall be held in trust for the Holder and the holder of any other note subject to the Intercreditor Agreement.

d.     Subject to the MidCap Subordination Agreement and MidCap Credit Agreement, when any Maker **************, such Maker will use the Net Cash Proceeds of such sale to pay the accrued and unpaid interest and outstanding principal under this Note, such payment to be made directly **************** upon consummation of such sale. Any Net Cash Proceeds in excess of the amount due to pay all accrued and unpaid interest and outstanding principal on this Note may be remitted to any other secured lender of Maker or to Maker, as the case may be.

1.02 Prepayment.

a.     The principal amount of this Note may be prepaid, in whole or in part, at any time and from time to time, together with accrued and unpaid interest to the date of such prepayment on the amount so prepaid, without premium or penalty. Any partial prepayment of principal made after the Maturity Date shall be applied as follows: first, to the payment of accrued interest; and second, to the payment of principal.

b.     Upon any partial prepayment, at the request of either Maker or Holder, Exhibit A shall be updated by Holder to reflect such payment. In the event that this Note is prepaid in its entirety, this Note shall be surrendered to Maker for cancellation as a condition to any such prepayment.

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1.03     Payments Only on Business Days. Payments hereunder shall be made only on a Business Day. Any payment hereunder which, but for this Section 1.03, would be payable on a day which is not a Business Day, shall instead be due and payable on the next succeeding Business Day.

1.04     Conversion of Note to Equity. If and upon terms and conditions approved by the Disinterested Members (as defined below) of TCHI's Board of Directors and execution of definitive documents mutually agreed upon by the parties, Holder shall have the right the convert the then outstanding principal and accrued interest due to Holder under this Note into the common stock, par value $0.001 per share, of Twinlab Consolidated Holdings, Inc. For purposes of this provision, and solely with respect to the approval of the terms and conditions of conversion pursuant to this Section 1.04, the "Disinterested Members" of TCHI’s Board of Directors shall mean those directors other than David Van Andel, Mark Bugge, and any director appointed by Holder pursuant to that certain Voting Agreement in favor of Holder, dated October 2, 2015.

1.05     Warrant. Concurrently herewith, TCHI has issued the Warrant to Holder. The issuance of the Warrant is additional consideration for Holder making the loan to Maker and is not, nor shall it be deemed to be, made in lieu of or to otherwise reduce or limit in any way Maker’s payment obligations under this Note or be deemed or construed as a limitation on any other rights or remedies that Holder may have hereunder, at law or in equity, or otherwise.

ARTICLE II

DEFAULTS

2.01       Events of Default. Each of the following shall constitute an "Event of Default" under this Note:

a.     failure by Maker to make any interest payment required under this Note when the same shall become due and payable (whether at maturity, by acceleration or otherwise) and the continuation of such failure for a period of fifteen (15) Business Days following notice thereof; or

b.     failure by Maker to make any payments of principal required under this Note when the same shall become due and payable (whether at maturity, by acceleration or otherwise) and the continuation of such failure for a period of fifteen (15) Business Days following notice thereof; or

c.     the occurrence of an event of default under any of the Loan Documents and the continuation of such failure for a period of fifteen (15) Business Days following notice thereof;

d.     the occurrence of (x)(i) a default or an event of default with respect to any indebtedness of Maker for borrowed money that accrues interest, including, but not limited to Midcap, JL Properties, JL-US, the Holder, Golisano Holdings, and Little Harbor and (ii) such indebtedness is accelerated by the creditor or (y) the non-payment of indebtedness of Maker for borrowed money at its scheduled final maturity (including any extension or refinancings thereof); or

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e.     Maker, pursuant to or within the meaning of any Bankruptcy Law (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against it in an involuntary case or proceeding; (iii) consents to the appointment of a custodian of it or for all or any substantial portion of its property or assets; or (iv) makes a general assignment for the benefit of its creditors;

f.     an involuntary case or proceeding is commenced against Maker under any Bankruptcy Law and is not dismissed, bonded or discharged within sixty (60) days thereafter, or a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against Maker in an involuntary case or proceeding; (ii) appoints a custodian of Maker or for all or substantially all of its properties; or (iii) orders the liquidation of Maker; and in each case the order or decree remains unstayed and in effect for sixty (60) days; or

g.     *************************************************************************************************************

If an Event of Default occurs, the Interest Rate shall equal fifteen percent (15%) per annum from and after the date of such Event of Default until the date upon which this Note is repaid in full. If an Event of Default occurs, Holder may, at its option, declare, by notice in writing to Maker (the "Acceleration Notice"), the entire principal amount of this Note (and any accrued and unpaid interest thereon) to be immediately due and payable and upon any such declaration such principal and interest shall become and be forthwith due and payable without any further notice, presentment, protest, or demand of any kind, all of which are hereby expressly waived by Maker. If an Event of Default specified in Sections 2.01(d) or 2.01(e) hereof occurs, the principal amount of this Note (and any accrued and unpaid interest thereon) shall become due and payable immediately without any declaration or other act on the part of Holder. If any Event of Default shall have occurred, Holder may proceed to protect and enforce its rights either by suit in equity or by action at law, or both, whether for specific performance of any provision of this Note or in aid of the exercise of any power granted to Holder under this Note.

ARTICLE III

MISCELLANEOUS

3.01     No Waiver: Amendment. Maker hereby waives presentment, demand for payment, notice of dishonor, notice of protest and all other notices or demands in connection with the delivery, acceptance, performance or default of this Note. No delay by Holder in exercising any power or right hereunder shall operate as a waiver of any power or right, nor shall any single or partial exercise of any power or right preclude other or further exercise thereof, or the exercise of any other power or right hereunder or otherwise; and no waiver whatsoever or modification of the terms hereof, including but not limited to an extension of the time for the payment of this Note or any installment due hereunder, shall be valid unless set forth in writing by Holder. This Note may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought. No modifications or amendments made by agreement with any person now or hereafter liable for the payment of this Note shall operate to release, discharge, modify, change or affect the liability of Maker under this Note, either in whole or in part unless Holder agrees otherwise in writing.

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3.02     Limit of Validity. The provisions of this Note are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of demand or acceleration of the maturity of this Note or otherwise, shall the amount paid, or agreed to be paid to Holder for the use, forbearance or retention of money under this Note ("Interest") exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, performance or fulfillment of any provision hereof or of any agreement between Maker and Holder shall, at the time performance or fulfillment of such provision shall be due, exceed the limit for Interest prescribed by law or otherwise transcend the limit of validity prescribed by applicable law, then ipso facto the obligation to be performed or fulfilled shall be reduced to such limit and if, from any circumstance whatsoever, Holder shall ever receive anything of value deemed Interest by applicable law in excess of the maximum lawful amount, an amount equal to any excessive Interest shall be applied to the reduction of the principal amount owing under this Note (whether or not then due) or at the option of Holder be paid over to Maker, and not to the payment of Interest. All Interest (including any amounts or payments deemed to be Interest) paid or agreed to be paid to Holder shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal amount of this Note so that the Interest thereof for such full period will not exceed the maximum amount permitted by applicable law.

3.03     Arm's Length Agreement. This Agreement has been negotiated and prepared at the mutual request, direction and construction of Holder and Maker, at arm's length, with the advice and participation of counsel, and will be interpreted in accordance with its terms without favor to any party.

3.04     Governing Law. This Note shall be interpreted, construed and enforced according to the substantive laws of the State of New York, without giving effect to principles of conflicts of law.

3.05     Judicial Proceedings. All judicial proceedings brought against Maker arising out of or relating to this Note may be brought in the Federal courts of the United States of America or the courts of the State of New York, in each case, located in Monroe County, New York, and by execution and delivery of this Note, Maker accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Note. Maker hereby agrees that service of all process in any such proceeding in any such court may be made by registered or certified mail, return receipt requested, to Maker at its address set forth in Section 3.06, such service being hereby acknowledged by Maker to be sufficient for personal jurisdiction in any action against Maker in any such court and to be otherwise effective and binding service in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of Holder to bring proceedings against Maker in the courts of any other jurisdiction.

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3.06       Notices. Any notices or other communications required or permitted hereunder shall be in writing, and shall be sufficiently given if made by hand delivery, electronic mail or registered or certified mail, postage prepaid, return receipt requested:

a. If to Maker, to:

Twinlab Consolidated Holdings, Inc. 4800 T-Rex Avenue

Suite 305

Boca Raton, Florida 33431

Attention: Alan S. Gever, Chief Financial Officer e-mail: agever@twinlab.com

b. If to Holder, to:

Great Harbor Capital, LLC 3133 Orchard Vista Drive SE Grand Rapids, MI 49546

Attention: Mark J. Bugge, Secretary Facsimile: (616) 808-2721

e-mail: Mark.Bugge@vaegr.com

3.07     Assignment and Transfer; Covenant. Neither this Note nor any interest herein shall be assigned, transferred, pledged or otherwise disposed of, through liquidation or otherwise (any of the foregoing, a "Transfer"), in whole or in part, by Maker without the express prior written consent of Holder. Any attempted assignment of this Note by Maker in violation of this restriction shall be void.

3.08     Replacement of Notes. Upon receipt by Maker of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Note, and (in case of loss, theft or destruction) of an indemnity reasonably satisfactory to it, and upon surrender and cancellation of this Note, if mutilated, Maker will deliver a new Note, or like tenor in lieu of this Note, payable to Holder, in the same principal amount as the unpaid principal amount of this Note and bearing interest at the same Interest Rate as this Note. Any Note delivered in accordance with the provisions of this Section 3.08 shall be dated as of the date of this Note.

3.09     Successors and Assigns. The respective rights and obligations of Maker and Holder shall be binding upon and inure to the benefit of their respective successors and permitted assigns.

3.10     Collection Costs. If any amount due under this Note is not paid at the earlier of (i) the due date hereunder or (ii) at acceleration of maturity as herein provided and is placed in the hands of an attorney for collection, or if it is collected through bankruptcy, probate or other court after maturity or the acceleration thereof, Maker shall pay all reasonable attorneys’ fees and collection costs of Holder incurred with respect to the collection of amounts due under this Note promptly on the demand of Holder.

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3.11     Security. The indebtedness evidenced by this Note and any extensions, renewals or modifications of such indebtedness is secured by any and all mortgages, security agreements, guaranties and other security documents now or hereafter in effect as security for this Note (collectively, the "Loan Documents").

Definitions. The following terms have the following meanings:

"Acceleration Notice" shall have the meaning set forth in Section 2.01.

"Bankruptcy Law" means Title 11, United States Code, or any similar federal, state or foreign law for the relief of debtors or any arrangement, reorganization, assignment for the benefit of creditors or any other marshalling of the assets and liabilities of Maker.

"Business Day" means each day other than Saturdays, Sundays and days when commercial banks are authorized or required by law to be closed for business in New York, New York.

"Disinterested Members" shall have the meaning set forth in Section 1.04. "Events of Default" shall have the meaning set forth in Section 2.01.

"Event of Loss" means, with respect to any property, any of the following: (a) any loss, destruction or damage of such property or (b) any condemnation, seizure, or taking, by exercise of the power of eminent domain or otherwise, of such property, or confiscation of such property or the requisition of the use of such property.

"Golisano Holdings" shall mean Golisano Holdings LLC, a New York limited liability company.

"Holder" shall have the meaning set forth in the Preamble. "Interest" shall have the meaning set forth in Section 3.02. "Interest Rate" shall have the meaning set forth in Section 1.01(a).

"JL Properties" shall mean JL Properties, Inc., an Alaska corporation.

"JL-US" shall mean JL-Utah Sub, LLC, an Alaska limited liability company. "Little Harbor" shall mean Little Harbor, LLC, a Nevada limited liability company. "Maker" shall have the meaning set forth in the Preamble.

"Maturity Date" shall have the meaning set forth in the Preamble.

"MidCap" means MidCap Funding X Trust, a Delaware statutory trust, its successors and assigns.

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"MidCap Credit Agreement" means that certain Credit and Security Agreement dated as of January 22, 2015, among Maker as borrower, MidCap, as administrative agent for the lenders and individually as a lender, and the other financial institutions or other entities from time to time parties thereto, as lenders, as such agreement may, from time to time, be amended, restated, renewed, supplemented or otherwise modified.

"MidCap Subordination Agreement" shall have the meaning set forth in the

Preamble.

*******************************************************************

*****************************************************************************

***********************************************************************************************************************************************************************************************************************************************

"Net Cash Proceeds" means, (a) with respect to any Special Asset Disposition (******************) by a person, cash and cash equivalent proceeds received by or for such person's account, net of (i) reasonable direct documented costs relating to such Special Asset Disposition, (ii) sale, use or other transactional taxes paid or payable by such person as a direct result of such Special Asset Disposition, (iii) the principal amount of any indebtedness which is secured by a prior perfected lien (other than in favor of MidCap, Golisano Holdings LLC or Great Harbor Capital, LLC) on the asset subject to such Special Asset Disposition and is required to be repaid in connection with such Special Asset Disposition and (iv) an amount required to be paid to MidCap such that the Revolving Loans Outstanding (as defined in the MidCap Credit Agreement) do not exceed the Revolving Loan Limit (as defined in the MidCap Credit Agreement); and (b) ************************* (i) reasonable direct documented costs *************, (ii) sale, use or other transactional taxes paid or payable by such person ***************************e, (iii) the principal amount of any indebtedness which is secured by a prior perfected lien (other than in favor of MidCap, Great Harbor Capital, LLC and Golisano Holdings LLC) ************************* and is required to be repaid in connection with ****** and (iv) an amount required to be paid to MidCap of 120% of the reduction in the Borrowing Base (as defined in the MidCap Credit Agreement)******************************************************************************************

"Ordinary Course of Business" means, in respect of any transaction involving Maker, (a) the ordinary course of business of such Maker as conducted by such Maker in accordance with past practices or (b) with respect to a business that is the subject of acquisition permitted by the MidCap Credit Agreement, the ordinary course of such business in accordance with past practices prior to such acquisition.

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"Special Asset Disposition" means any sale, lease, license, transfer, assignment or other consensual disposition by any Maker of any asset other than (a) dispositions of inventory in the Ordinary Course of Business or proceeds thereof and not pursuant to any bulk sale, (b) dispositions of furniture, fixtures and equipment in the Ordinary Course of Business that such Maker determines in good faith is no longer used or useful in the business of such Maker, (c) an Event of Loss, and/or (d) an offering of equity securities of a person or the issuance of any indebtedness by a person.

"Transfer" has the meaning set forth in Section 3.07.

"Warrant" means Warrant No. 2018-[25] in the form attached as Exhibit B to the Note.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, Maker has executed this Note as of the date first above written.

MAKER:	TWINLAB CONSOLIDATION CORPORATION By:__/s/Anthony Zolezzi ________(Seal) Name: Anthony Zolezzi Title: Chief Executive Officer
TWINLAB CONSOLIDATED HOLDINGS, INC. By:__/s/Anthony Zolezzi ________(Seal) Name: Anthony Zolezzi Title: Chief Executive Officer	TWINLAB HOLDINGS, INC. By:__/s/Anthony Zolezzi ________(Seal) Name: Anthony Zolezzi Title: Chief Executive Officer
TWINLAB CORPORATION By:__/s/Anthony Zolezzi ________(Seal) Name: Anthony Zolezzi Title: Chief Executive Officer	ISI BRANDS INC. By:__/s/Anthony Zolezzi ________(Seal) Name: Anthony Zolezzi Title: Chief Executive Officer
NUTRASCIENCE LABS, INC. By:__/s/Anthony Zolezzi ________(Seal) Name: Anthony Zolezzi Title: Chief Executive Officer	NUTRASCIENCE LABS IP CORPORATION By:__/s/Anthony Zolezzi ________(Seal) Name: Anthony Zolezzi Title: Chief Executive Officer
ORGANIC HOLDINGS LLC By:__/s/Anthony Zolezzi ________(Seal) Name: Anthony Zolezzi Title: Sole Manager	RESERVE LIFE ORGANICS, LLC By ORGANIC HOLDINGS LLC, its sole Member By:__/s/Anthony Zolezzi ________(Seal) Name: Anthony Zolezzi Title: Sole Manager

[First Signature Page to Secured Promissory Note – July 2018 – Great Harbor]

RESVITALE, LLC By ORGANIC HOLDINGS LLC, its sole Member By:__/s/Anthony Zolezzi ________(Seal) Name: Anthony Zolezzi Title: Sole Manager	RE-BODY, LLC By ORGANIC HOLDINGS LLC, its sole Member By:__/s/Anthony Zolezzi ________(Seal) Name: Anthony Zolezzi Title: Sole Manager
INNOVITAMIN ORGANICS, LLC By ORGANIC HOLDINGS LLC, its sole Member By:__/s/Anthony Zolezzi ________(Seal) Name: Anthony Zolezzi Title: Sole Manager	ORGANICS MANAGEMENT LLC By ORGANIC HOLDINGS LLC, its sole Member By:__/s/Anthony Zolezzi ________(Seal) Name: Anthony Zolezzi Title: Sole Manager
COCOAWELL, LLC By ORGANIC HOLDINGS LLC, its sole Member By:__/s/Anthony Zolezzi ________(Seal) Name: Anthony Zolezzi Title: Sole Manager	FEMBODY, LLC By ORGANIC HOLDINGS LLC, its sole Member By:__/s/Anthony Zolezzi ________(Seal) Name: Anthony Zolezzi Title: Sole Manager
RESERVE LIFE NUTRITION, L.L.C. By ORGANIC HOLDINGS LLC, its sole Member By:__/s/Anthony Zolezzi ________(Seal) Name: Anthony Zolezzi Title: Sole Manager	INNOVITA SPECIALTY DISTRIBUTION LLC By ORGANIC HOLDINGS LLC, its sole Member By:__/s/Anthony Zolezzi ________(Seal) Name: Anthony Zolezzi Title: Sole Manager

[Second Signature Page to Secured Promissory Note – July 2018 – Great Harbor]

JOIE ESSANCE, LLC

By ORGANIC HOLDINGS LLC,

its sole Member

By:__/s/Anthony Zolezzi ________(Seal)

Name: Anthony Zolezzi

Title: Sole Manager 

[Third Signature Page to Secured Promissory Note – July 2018 – Great Harbor]

ACKNOWLEDGED & AGREED

GREAT HARBOR CAPITAL, LLC

By:____/s/ Mark Bugge_______________

Name: Mark J. Bugge

Title: Secretary

EXHIBIT A

SCHEDULE OF PREPAYMENTS

EXHIBIT B

FORM OF WARRANT

EX-10.179

Exhibit 10.179

THIS WARRANT AND THE EQUITY INTERESTS THAT MAY BE PURCHASED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD OR TRANSFERRED, OR OFFERED FOR SALE OR TRANSFER, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION THEREUNDER OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF.

TWINLAB CONSOLIDATED HOLDINGS, INC.

No. – 2018 – [25] July 27, 2018

Warrant

This Warrant (the "Warrant") certifies that, for value received, GREAT HARBOR CAPITAL, LLC, and its permitted transferees, successors and assigns (the "Holder"), is entitled to purchase from TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation (the "Company"), TWO MILLION FIVE HUNDRED THOUSAND (2,500,000) shares of common stock of the Company (subject to any adjustments pursuant to Section 3.3) issuable upon the full exercise of this Warrant at the purchase price of $0.01 per share (the "Exercise Price"), at any time prior to 5:00 P.M. Eastern Time on July 27, 2024 (the "Expiration Date").

ARTICLE I

DEFINITIONS

SECTION 1.1      Definitions. As used in this Warrant, the following terms shall have the following meanings:

"Applicable Law" means all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates or orders of any Governmental Authority applicable to the Person in question or any of its assets or property, and all judgments, injunctions, orders and decrees of all courts and arbitrators in proceedings or actions in which the Person in question is a party or by which any of its assets or properties are bound.

"Assignment Form" shall mean the assignment form attached as Annex 2 hereto.

"Affiliate" or "Affiliated" means, as applied to (i) any Person, directly or indirectly, in which such Person holds, beneficially or of record, ten percent (10%) or more of the equity of voting securities; (ii) any Person that holds, of record or beneficially, ten percent (10%) or more of the equity or voting securities of such Person; (iii) any director, officer, partner or individual holding a similar position in respect of such Person; (iv) as to any natural Person, any Person related by blood, marriage or adoption and any Person owned by such Persons, including any spouse, parent, grandparent, aunt, uncle, child, grandchild, sibling, cousin or in-law of such Person; or (v) any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, "control" (including, with correlative meanings, the terms "controlling", "controlled by" and "under common control with"), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise.

"Business Day" means any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close.

"Company" shall have the meaning set forth in the Preamble.

"Current Holder’s Equity Interest" means Two Million Five Hundred Thousand (2,500,000) shares of common stock of the Company issuable upon the full exercise of this Warrant, minus any Equity Interest previously issued pursuant to the exercise of this Warrant.

"Delivery Date" shall have the meaning given to such term in Section 3.2.

"Equity Interest" shall mean the interest of (i) a shareholder in a corporation, (ii) a partner (whether general or limited) in a partnership (whether general, limited or limited liability), (iii) a member in a limited liability company, or (iv) any other Person having any other form of equity security or ownership interest in any Person.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

"Exchange Form" shall mean the exchange form attached as Annex 3 hereto.

"Executive Officer" shall mean, with respect to the Company, its Chief Executive Officer, President, Chief Financial Officer or Chief Operating Officer.

"Exercise Form" shall mean the exercise form attached as Annex 1 hereto.

"Exercise Price" shall have the meaning set forth in the Preamble.

"Expiration Date" shall have the meaning set forth in the Preamble.

"GAAP" shall mean generally accepted accounting principles in the United States as of the relevant date in question, consistently applied.

"Governmental Authority" means any arbitrator or any governmental authority, agency, department, commission, bureau, board, instrumentality, court or quasi-governmental authority having jurisdiction or supervisory or regulatory authority over the Company.

"Holder" shall have the meaning set forth in the Preamble.

"Holder's Equity Interest" shall have the meaning given to such term in Section 3.3.

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"Person" shall mean any individual, corporation, partnership, limited liability company, trust, unincorporated organization, or any other form of entity.

"Rights Agreement" shall have the meaning given to such term in Section 4.1.

"Securities Act" shall mean the Securities Act of 1933, as amended from time to time, and any successor statute.

"Subsidiary" shall mean a corporation or other entity any of whose Equity Interests having ordinary voting power (other than Equity Interests having such power only by reason of the happening of a contingency) to elect a majority of the directors of such corporation, or other Persons performing similar functions for such entity, are owned, directly or indirectly, by such Person.

"Taxes" means all taxes, charges, fees, levies or other assessments, however denominated and whether imposed by a taxing authority within or without the United States, including all net income, gross income, gross receipts, sales, use, ad valorem, goods and services, capital, transfer, franchise, profits, license, withholding, payroll, employment, employer health, excise, estimated, severance, stamp, occupation, property or other taxes, custom duties, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any taxing authority whether arising before, on or after the date hereof.

"Warrant" or "Warrants" shall mean this Warrant.

"Warrant Register" shall have the meaning given to such term in Section 2.1.

SECTION 1.2      Interpretation. Unless the context of this Warrant clearly requires otherwise, the masculine, feminine or neuter gender and the singular or plural number shall be deemed to include the others whenever the context so requires. Accounting terms used but not otherwise defined herein have the meanings given to them under GAAP. The terms "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation." The words "hereof," "herein," "hereunder," and similar terms in this Warrant refer to this Warrant as a whole and not to any particular provision of this Warrant. References to "Articles", "Sections," "Subsections," "Exhibits," "Preamble," "Annexes," and "Schedules" are to articles, sections, subsections, exhibits, preamble, annexes and schedules, respectively, of this Warrant, unless otherwise specifically provided. References to "days" and "months" refer to calendar days and calendar months unless otherwise expressly designated (i.e., business days or particular 30-day periods). The captions contained herein are for convenience only and shall not control or affect the meaning or construction of any provision of this Warrant. The term "dollars" or "$" means United States Dollars.

ARTICLE II

FORM; EXCHANGE FOR WARRANTS; TRANSFER; TAXES

SECTION 2.1      Warrant Register. Each Warrant issued, exchanged or transferred shall be registered in a warrant register (the "Warrant Register"). The Warrant Register shall set forth the number of each Warrant, the name and address of the holder thereof, and the Current Holder’s Equity Interest for which the Warrant is then exercisable. The Warrant Register will be maintained by the Company and will be available for inspection by the Holder at the principal office of the Company or such other location as the Company may designate to the Holder in the manner set forth in Section 5.1 hereof. The Company shall be entitled to treat the Holder as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in such Warrant on the part of any other Person.

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SECTION 2.2      Exchange of Warrants for Warrants.

(a)     The Holder may exchange this Warrant for another Warrant or Warrants of like kind and tenor representing in the aggregate the right to purchase the same Current Holder’s Equity Interest which could be purchased pursuant to the Warrant being so exchanged. In order to effect an exchange permitted by this Section 2.2, the Holder shall deliver to the Company such Warrant accompanied by an Exchange Form in the form attached hereto as Annex 3 signed by the Holder thereof specifying the number and denominations of Warrants to be issued in such exchange and the names in which such Warrants are to be issued. Within ten (10) Business Days of receipt of such a request, the Company shall issue, register and deliver to the Holder thereof each Warrant to be issued in such exchange.

(b)     Upon receipt of evidence reasonably satisfactory to the Company (an affidavit of the Holder, including indemnification reasonably acceptable to the Company) of the ownership and the loss, theft, destruction or mutilation of any Warrant or, in the case of any such mutilation, upon surrender of such Warrant, the Company shall (at its expense) execute and deliver in lieu of such Warrant a new Warrant of like kind and tenor representing the same rights represented by and dated the date of such lost, stolen, destroyed or mutilated Warrant. Any such new Warrant shall constitute an original contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by any Person.

(c)     The Company shall pay all Taxes (other than any applicable income or similar Taxes payable by a Holder of a Warrant) attributable to an exchange of a Warrant pursuant to this Section 2.2; provided, however, that the Company shall not be required to pay any Tax which may be payable in respect of any transfer involved in the issuance of any Warrant in a name other than that of the Holder of the Warrant being exchanged.

SECTION 2.3      Transfer of Warrant.

(a)     Subject to Section 2.3(c) hereof, each Warrant and the rights thereunder may be transferred by the Holder thereof, in whole or in part, by delivering to the Company such Warrant accompanied by a properly completed Assignment Form in the form of Annex 2. Within ten (10) Business Days of receipt of such Assignment Form the Company shall issue, register and deliver to the new Holder, subject to Section 2.3(c) hereof a new Warrant or Warrants of like kind and tenor representing in the aggregate the right to purchase the same Current Holder’s Equity Interest which could be purchased pursuant to the Warrant being transferred. In all cases of transfer by an attorney, the original power of attorney, duly approved, or a copy thereof, duly certified, shall be deposited and remain with the Company. In case of a transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced and may be required to be deposited and remain with the Company in its discretion.

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(b)     Each Warrant issued in accordance with this Section 2.3 shall bear the restrictive legend set forth on the face of this Warrant, unless the Holder or transferee thereof supplies to the Company an opinion of counsel, reasonably satisfactory to the Company, that the restrictions described in such legend are no longer applicable to such Warrant.

(c)     The transfer of Warrants and any Equity Interest purchased thereunder shall be permitted, so long as such transfer is pursuant to a transaction that complies with, or is exempt from, the provisions of the Securities Act, and the Company may require an opinion of counsel in form and substance reasonably satisfactory to it to such effect prior to effecting any transfer of Warrants or any Equity Interest purchased thereunder.

ARTICLE III

EXERCISE OF WARRANT; EXCHANGE FOR EQUITY INTEREST

SECTION 3.1      Exercise of Warrants. On any Business Day prior to the Expiration Date, the Holder may exercise this Warrant, in whole or in part, by delivering to the Company this Warrant accompanied by a properly completed Exercise Form in the form of Annex 1 and a check in an aggregate amount equal to the applicable Exercise Price.

SECTION 3.2      Issuance of Equity Interest.

(a)     The Company represents and warrants that the authorized Equity Interest of the Company consists solely of (i) 5,000,000,000 shares of common stock, par value $0.001 per share, of which 389,247,784 common shares (including treasury shares of 134,806,051) have been issued and remain outstanding as of the date hereof and (ii) 500,000,000 shares of preferred stock, none of which preferred shares have been issued as of the date hereof. The shares of common stock of the Company issued and outstanding as of the date hereof are duly authorized, validly issued, fully paid and non-assessable. The delivery to the Holder of certificates representing the Equity Interest that the Holder purchases pursuant to the exercise of this Warrant shall grant to the Holder good and valid title to the Equity Interest represented by such certificate, free and clear of any and all liens, pledges, security interests, charges or encumbrances of any kind or nature or any option, warrant or trust having the practical effect of any of the foregoing.

(b)     Immediately upon the exercise of this Warrant in accordance with Section 3.1, the Company (the "Delivery Date") shall issue the Equity Interest that the Holder has purchased pursuant to such exercise, deliver to the Holder the certificates representing such Equity Interest and reflect the issuance of such Equity Interest, which Equity Interest shall be duly authorized, validly issued, outstanding, fully paid and non-assessable, in the Company’s shareholder records (maintained by the Company or its duly appointed transfer agent), whereupon the Holder shall be deemed for all purposes, effective as of the Delivery Date, to be a holder of record and beneficial owner of the Equity Interest that it has purchased pursuant to such exercise.

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(c)     If a Holder shall exercise this Warrant for less than all of the Equity Interest which could be purchased or received hereunder, the Company shall issue to the Holder, within five (5) Business Days of the Delivery Date, a new Warrant of like kind and tenor to this Warrant evidencing the right to purchase the remaining Equity Interest represented by the Warrant. This Warrant shall be cancelled upon surrender thereof pursuant to Section 3.1.

(d)     The Company shall pay all Taxes (other than any applicable income or similar Taxes payable by a Holder of a Warrant) attributable to the initial issuance of any Equity Interest upon the exercise or exchange of this Warrant or any successor Warrant; provided, however, that the Company shall not be required to pay any Tax which may be payable in respect of any transfer involved in the issuance of a successor to this Warrant in a name other than that of the Holder of the Warrant being exercised or exchanged.

(e)     Except as set forth in any document that is un-redacted and publicly filed with the U.S. Securities and Exchange Commission, neither the Company nor its Subsidiaries has any liabilities or obligations of any nature (whether absolute, accrued, contingent or otherwise and whether due or to become due) which are not fully reflected or reserved against on the balance sheet in accordance with GAAP, except for liabilities and obligations incurred in the ordinary course of business and consistent with past practice since the date thereof.

SECTION 3.3      Adjustment of Holder’s Equity Interest and/or Exercise Price. The Equity Interest issuable upon exercise of this Warrant (such Equity Interest is referred to herein as the "Holder's Equity Interest") shall be subject to adjustment from time to time in accordance with this Section 3.3.

SECTION 3.3.1      Issuance of Additional Equity Interest; Capital Reorganization or Capital Reclassifications. If, at any time after the date hereof, the Equity Interests of the Company shall be changed into or exchanged for a different number or kind of shares of stock or other securities of the Company or of another corporation, whether through reorganization, recapitalization, stock split-up, combination of shares, merger or consolidation (including, without limitation, any subdivision or combination of Equity Interest), then in each case the Company shall cause effective provision to be made so that this Warrant shall, effective as of the effective date of such event retroactive to the record date, if any, of such event, be exercisable or exchangeable for the kind and number of equity securities, cash or other property to which a holder of the Equity Interest deliverable upon exercise or exchange of this Warrant would have been entitled upon such event and any such provision shall include adjustments in respect of such securities or other property that shall be equivalent to the adjustments provided for in this Warrant with respect to such Warrant.

SECTION 3.3.2     Consolidations and Mergers; Dissolution.

(a)     If, at any time after the date hereof, the Company shall consolidate with, merge with or into, or sell all or substantially all of its assets or property to, another Person, then the Company shall cause effective provision to be made so that each Warrant shall, effective as of the effective date of such event retroactive to the record date, if any, of such event, be exercisable or exchangeable for the kind and number of shares of stock, membership or other equity interests, other securities, cash or other property to which a holder of the Equity Interest deliverable upon exercise or exchange of such Warrant would have been entitled upon such event. The Company shall not consolidate or merge unless, prior to consummation, the successor corporation (if other than the Company) assumes the obligations of this paragraph by written instrument executed and mailed to the Holder at the Holder’s address set forth in Section 5.1. A sale or lease of all or substantially all the assets of the Company for a consideration (apart from the assumption of obligations) consisting primarily of securities is a consolidation or merger for the foregoing purposes.

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(b)     In case a voluntary or involuntary dissolution, liquidation, or winding up of the Company (other than in connection with a consolidation or merger covered by subsection (a) above) is at any time proposed, the Company shall give at least 30 days’ prior written notice to the Holder. Such notice shall contain: (1) the date on which the transaction is to take place; (2) the record date (which shall be at least 30 days after the giving of the notice) as of which the Holder will be entitled to receive distributions as a result of the transaction; (3) a brief description of the transaction; (4) a brief description of the distributions to be made to the Holder as a result of the transaction and (5) an estimate of the fair value of the distributions. On the date of the transaction, if it actually occurs, this Warrant and all rights hereunder shall terminate.

SECTION 3.3.3     Notice; Calculations; Etc. Whenever the Equity Interest issuable hereunder shall be adjusted as provided in this Section 3.3, the Company shall provide to the Holder a statement, signed by an Executive Officer, describing in detail the facts requiring such adjustment and setting forth a calculation of the Equity Interest applicable to each Warrant after giving effect to such adjustment. All calculations under this Section 3.3 shall be made to the nearest one hundredth of a cent or to the nearest one-tenth of a unit, as the case may be.

ARTICLE IV

CERTAIN OTHER RIGHTS

SECTION 4.1      Registration Rights.

(a)     At any time at which this Warrant or the Equity Interest underlying the same remains outstanding, upon the request of the Holder, the Company will enter into a registration rights agreement with Holder (the "Rights Agreement"). Such Rights Agreement shall provide that beginning on the date hereof, if the Company is eligible for the use of a registration statement on Form S-3, then the Holder shall have the right to request an initial registration and thereafter on a quarterly basis after such initial registration shall have been declared effective by the U.S. Securities and Exchange Commission, registration of its Equity Interests on Form S-3 or any similar short-form registration (each, a "Demand Registration"). The Rights Agreement will provide that each request for a Demand Registration shall specify the approximate number of Equity Interests requested to be registered and that the Company shall cause a registration statement on Form S-3 (or any successor form) to be filed within twenty (20) days after the date on which the initial request is given and shall use its reasonable best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Rights Agreement will provide that the Company may postpone for up to ninety (90) days the filing or effectiveness of a registration statement for a Demand Registration if the Company determines in its reasonable good faith judgment that such Demand Registration would (i) materially interfere with a significant acquisition, corporate reorganization or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act. The Rights Agreement shall contain such other terms and conditions applicable to the Holder no less favorable to the Holder than registration rights made available to any other holder of any Equity Interest or other equity security of the Company.

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(b)     The rights to cause the Company to register Equity Interests pursuant hereto may be assigned (but only with all related obligations) by the Holder in a Qualified Assignment; provided, that, (i) the Company is, upon or within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the securities with respect to which such registration rights are being assigned, (ii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Warrant, (iii) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by transferee or assignee is restricted under the Securities Act, and (iv) such assignment shall be effective only if immediately following such transfer such Equity Interests continue to be Equity Interests of the Company.

SECTION 4.2 Reservation of Underlying Shares.

(a)     The Company covenants at all times to reserve and keep available out of its authorized shares of Common Stock, free from preemptive rights, solely for the purpose of issue upon exercise of the Warrant as herein provided, the maximum number of shares of Common Stock as shall then be issuable upon the exercise of this Warrant. 

(b)     The Company covenants that all shares of Common Stock issued upon exercise of the Warrant which shall be so issuable shall, when issued, be duly and validly issued and fully paid and non-assessable, free from all taxes, liens and charges with respect to the purchase and the issuance of the shares, and shall not have any legend or restrictions on resale, except as required by the Rights Agreement or hereby.

ARTICLE V

MISCELLANEOUS

SECTION 5.1      Notices. Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall be in writing and shall be made by electronic mail, personal service, facsimile or reputable courier service:

(a) If to the Company, to:

Twinlab Consolidated Holdings, Inc.

4800 T-Rex Avenue, Suite 305

Boca Raton, FL 33431

Attention: Alan S. Gever, Chief Financial Officer

e-mail: agever@twinlab.com

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With a copy to:

Ackerman LLP

Three Brickell City Centre

98 Southeast Seventh Street

Miami, FL 33131

Attention: Esther Moreno, Esq.

(b) If to the Holder, to:

Great Harbor Capital, LLC

3133 Orchard Vista Drive SE

Grand Rapids, MI 49546

Attention: Mark J. Bugge, Secretary

Facsimile: (616) 808-2721

e-mail: Mark.Bugge@vaegr.com

With a copy to:

Honigman Miller Schwartz and Cohn LLP

315 East Eisenhower Parkway

Suite 100

Ann Arbor, MI 48108-3330

Attention: Barbara Kaye, Esq.

Facsimile: (734) 418-4261

E-mail: bkaye@honigman.com

Unless otherwise specifically provided herein, any notice or other communication shall be deemed to have been given when delivered in person or by courier service, upon receipt of electronic mail or upon receipt of facsimile.

SECTION 5.2      No Voting Rights: Limitations of Liability. This Warrant shall not entitle the holder thereof to any voting rights or, except as otherwise provided or referenced herein, other rights of an equity owner of the Company. No provision hereof, in the absence of affirmative action by the Holder to purchase its Equity Interest, and no enumeration herein of the rights or privileges of the Holder shall give rise to any liability of the Holder for the Exercise Price of the Equity Interest acquirable by exercise hereunder or as a stockholder of the Company.

SECTION 5.3      Amendments and Waivers. Any provision of this Warrant may be amended or waived, but only pursuant to a written agreement signed by the Company and the Holder.

SECTION 5.4      Severability. If any provision of this Warrant shall be held to be invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and shall not in any way affect or render invalid or unenforceable any other provision of this Agreement, and such provision shall be deemed to be restated to reflect the parties' original intentions as nearly as possible in accordance with Applicable Law(s).

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SECTION 5.5      Specific Performance. The Holder shall have the right to specific performance by the Company of the provisions of this Warrant, in addition to any other remedies it may have at law or in equity. The Company hereby irrevocably waives, to the extent that it may do so under Applicable Law, any defense based on the adequacy of a remedy at law which may be asserted as a bar to the remedy of specific performance in any action brought against the Company for specific performance of this Warrant by the Holder.

SECTION 5.6      Binding Effect. This Warrant shall be binding upon and inure to the benefit of the Company, the Holder and their respective successors and assigns.

SECTION 5.7      Counterparts. This Warrant may be executed in several counterparts, and/or by the execution of counterpart signature pages that may be attached to one or more counterparts of this Warrant, and all so executed shall constitute one agreement binding on all of the parties hereto, notwithstanding that all of the parties hereto are not signatory to the original or the same counterpart. In addition, any counterpart signature page may be executed by any party wherever such party is located, and may be delivered by telephone facsimile or by electronic mail in PDF format, and any such transmitted signature pages may be attached to one or more counterparts of this Warrant, and such faxed or sent by electronic mail signature(s) shall have the same force and effect, and be as binding, as if original signatures had been executed and delivered in person.

SECTION 5.8      Entire Agreement. This Warrant, together with the other documents and instruments entered into by the parties thereto in connection therewith, constitute the entire understanding among the parties hereto with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect to the subject matter hereof.

SECTION 5.9      Governing law. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAWS RULES AND PRINCIPLES. THE PARTIES HEREBY EXPRESSLY AND IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN NEW YORK COUNTY, NEW YORK FOR THE PURPOSE OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS WARRANT, AND IRREVOCABLY AGREE TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. THE PARTIES HEREBY EXPRESSLY AND IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH THEY MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY PARTY HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE PARTY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS WARRANT.

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SECTION 5.10      Expenses. The Company will promptly (and in any event within thirty (30) days of receiving any statement or invoice therefor) pay all reasonable fees, expenses and costs relating hereto, including, but not limited to, (i) the cost of reproducing this Warrant, (ii) the fees and disbursements of counsel to the Holder in preparing this Warrant, (iii) all transfer, stamp, documentary or other similar Taxes, assessments or charges levied by any governmental or revenue authority in respect hereof or any other document referred to herein, (iv) fees and expenses (including, without limitation, reasonable attorneys' fees) incurred in respect of the enforcement by the Holder of the rights granted to the Holder under this Warrant, and (v) the expenses relating to the consideration, negotiation, preparation or execution of any amendments, waivers or consents requested by the Company pursuant to the provisions hereof, whether or not any such amendments, waivers or consents are executed.

SECTION 5.11      Attorneys' Fees. In any action or proceeding brought by a party to enforce any provision of this Warrant, the prevailing party shall be entitled to recover the reasonable costs and expenses incurred by it or him in connection therewith (including reasonable attorneys’ and paralegals’ fees and costs incurred before and at any trial or arbitration and at all appellate levels), as well as all other relief granted or awarded in such action or other proceeding.

SECTION 5.12      Filings. The Company shall, at its own expense, promptly execute and deliver, or cause to be executed and delivered, to the Holder all applications, certificates, instruments and all other documents and papers that the Holder may reasonably request in connection with the obtaining of any consent, approval, qualification, or authorization of any Federal, provincial, state or local government (or any agency or commission thereof) necessary or appropriate in connection with, or for the effective exercise of, the Warrant (and/or any successor Warrant(s) hereto).

SECTION 5.13      Other Transactions. Nothing contained herein shall preclude the Holder from engaging in any transaction, in addition to those contemplated by this Warrant with the Company or any of its Affiliates in which the Company or such Affiliate is not restricted hereby from engaging with any other Person.

SECTION 5.14      Waiver of Jury Trial. THE HOLDER AND THE COMPANY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS WARRANT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE HOLDER OR THE COMPANY. THE COMPANY ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE HOLDER ENTERING INTO THIS WARRANT.

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SECTION 5.15      Headings. Section titles and captions contained in this Warrant are inserted only as a matter of convenience and for reference. The titles and captions in no way define, limit, extend or describe the scope of this Warrant or the intent of any provision hereof.

SECTION 5.16      No Third-Party Beneficiaries. This Warrant is for the sole benefit of the Company and the Holder and their respective successors and, in the case of the Holder, permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Warrant.

[Remainder of page intentionally left blank; signatures on following page]

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IN WITNESS WHEREOF, the undersigned has caused this Warrant to be duly executed and delivered by an authorized officer, all as of the date and year first above written.

TWINLAB CONSOLIDATED HOLDINGS, INC.,

a Nevada corporation

By: /s/Anthony Zolezzi

Name: Anthony Zolezzi

Title:   Chief Executive Officer

Signature Page to Warrant – 2018 – [25]

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ACKNOWLEDGED AND AGREED:

GREAT HARBOR CAPITAL, LLC,

a Delaware limited liability company

By:   /s/ Mark Bugge

Name: Mark J. Bugge

Title: Secretary

Signature Page to Warrant – 2018 – [25]

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ANNEX 1

ELECTION TO EXERCISE FORM

(To Be Executed By the Holder of This Warrant

In Order to Exercise This Warrant)

The undersigned hereby irrevocably elects to exercise the right covered by this Warrant to purchase ____________________ of the Equity Interest of TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation, according to the conditions hereof and herewith makes payment in full of the Exercise Price with respect to such Equity Interest.

Signature

Address

Dated:

ANNEX 2

ASSIGNMENT FORM

(To Be Executed by the Holder of This Warrant

In Order to Assign This Warrant)

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________ this Warrant and all rights evidenced thereby and does irrevocably constitute and appoint ___________________, attorney, to transfer the said Warrant on the books of TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation.

Signature

Address

Dated:

ANNEX 3

EXCHANGE FORM

(To Be Executed by the Holder of This Warrant

In Order to Exchange and Assign This Warrant)

The undersigned hereby irrevocably elects to exchange this Warrant to purchase ________________, of the Equity Interest of TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation, for ___________ Warrants to purchase the Equity Interest of TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation, set forth below to the Persons named and hereby sells, assigns and transfers unto such Persons that portion of this Warrant represented by such new Warrants and all rights evidenced thereby and does irrevocably constitute and appoint ____________________, attorney, to exchange and transfer this Warrant as aforesaid on the books of TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation.

Equity Interest	Assignee
	Signature

Address

FOR USE BY THE COMPANY ONLY:

This Warrant No. __ cancelled (or transferred or exchanged) this ________ day of _____________, ____________ of the Equity Interest of TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation, issued therefor in the name of ____ ___________ Warrant No. ___ for ________, of the Equity Interest of TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation, in the name of _________________________.

Dated:

EX-10.180

Exhibit 10.180

TWELFTH AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT*

This TWELFTH AMENDMENT TO NOTE AND WARRANT AGREEMENT (this "Amendment"), dated as of July 27, 2018, is made by and between TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation, TWINLAB CONSOLIDATION CORPORATION, a Delaware corporation, TWINLAB HOLDINGS, INC., a Michigan corporation, ISI BRANDS INC., a Michigan corporation, and TWINLAB CORPORATION, a Delaware corporation, NUTRASCIENCE LABS, INC., a Delaware corporation, NUTRASCIENCE LABS IP CORPORATION., a Delaware corporation, ORGANIC HOLDINGS LLC, a Delaware limited liability company, RESERVE LIFE ORGANICS, LLC, a Delaware limited liability company, RESVITALE, LLC, a Delaware limited liability company, RE-BODY, LLC, a Delaware limited liability company, INNOVITAMIN ORGANICS, LLC, a Delaware limited liability company, ORGANICS MANAGEMENT LLC, a Delaware limited liability company, COCOAWELL, LLC, a Delaware limited liability company, FEMBODY, LLC, a Delaware limited liability company, RESERVE LIFE NUTRITION, L.L.C., a Delaware limited liability company, INNOVITA SPECIALTY DISTRIBUTION LLC, a Delaware limited liability company, and JOIE ESSANCE, LLC, a Delaware limited liability company (each of the foregoing Persons being referred to herein individually as a "Company" and collectively as the "Companies"), and GOLISANO HOLDINGS LLC, a New York limited liability company, as successor by assignment to JL-Mezz Utah, LLC f/k/a JL-BBNC Mezz Utah, LLC (the "Purchaser").

WHEREAS, the Companies and the Purchaser are parties to a Note and Warrant Purchase Agreement dated as of January 22, 2015, as amended by that certain First Amendment to Note and Warrant Purchase Agreement, Consent and Joinder dated as of February 4, 2015, that certain Second Amendment to Note and Warrant Purchase Agreement and Consent dated as of April 30, 2015 and that certain Third Amendment to Note and Warrant Purchase Agreement, Limited Consent and Limited Waiver dated as of June 30, 2015 and Fourth Amendment to Note and Warrant Agreement and Limited Consent dated as of September 9, 2015, that certain Limited Waiver to Note and Warrant Purchase Agreement dated as of October 2, 2015, that certain Fifth Amendment to Note and Warrant Purchase Agreement dated as of October 5, 2015, that certain Joinder Agreement dated as of November 10, 2015 and that certain Limited Consent dated as of January 5, 2016, that certain Sixth Amendment to Note and Warrant Purchase Agreement dated as of January 28, 2016, that certain Seventh Amendment to Note and Warrant Purchase Agreement dated as of April 5, 2016, that certain Eighth Amendment to Note and Warrant Purchase Agreement and Limited Consent dated as of August 11, 2016 but effective as of July 29, 2016, that certain Ninth Amendment to Note and Warrant Purchase Agreement and Limited Consent dated as of December 2, 2016, that certain Tenth Amendment to Note and Warrant Purchase Agreement dated as of August 30, 2017, and that certain Eleventh Amendment to Note and Warrant Purchase Agreement dated as of February 6, 2018 (as the same may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "Note Purchase Agreement").

WHEREAS, (a) the Companies have requested that the Purchaser (i) consent to a secured loan in the original principal amount of $5,000,000 from Great Harbor; (ii) *********************** and use of the Net Cash Proceeds (as defined below) ***** and (iii) amend certain provisions of the Note Purchase Agreement, and (b) the Purchaser has agreed to do so subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the promises and the mutual agreements contained in this Amendment, and subject to the terms and conditions set forth herein, each party hereto hereby agrees as follows:

1.     Capitalized Terms. Capitalized terms used but not defined herein shall have the meanings set forth in the Note Purchase Agreement.

________

* Portions of the Twelfth Amendment to Note and Warrant Purchase Agreement have been omitted based upon a request for confidential treatment filed with the Securities and Exchange Commission. The non-public information has been filed with the Securities and Exchange Commission.

2.        Consent to Transactions.

(a)      At the request of and as an accommodation to the Companies and subject to the strict compliance with the terms, conditions and requirements set forth herein (including, without limitation, satisfaction of each of the conditions set forth in Section 6 below) and in reliance on the representations, warranties and covenants of the Companies set forth herein, the Purchaser hereby consents to (a) the Companies’ incurrence of secured indebtedness in the original principal amount of up to $5,000,000 to Great Harbor on the terms and subject to the conditions set forth in that Secured Promissory Note in the original principal amount of $5,000,000 issued by the Companies to Great Harbor, as it may be amended, supplemented, restated or otherwise modified from time to time (the "Great Harbor ******* Secured Note"), (b) ******************** (c) use of the Net Cash Proceeds (for avoidance of doubt, following any amounts required to be paid with respect to the Senior Lender under the Senior Loan Documents) **** ********************* as follows:

First, to the payment of the accrued and unpaid interest and outstanding principal on Great Harbor*********** Secured Note;

Second, accrued and unpaid interest due to Little Harbor, LLC, Great Harbor Capital, LLC or Golisano Holdings LLC;

Third, to the Companies.

(b)     For purposes of this Amendment, "Net Cash Proceeds" means, with respect *********, cash and cash equivalent proceeds received by or for such person's account, net of (i) reasonable direct documented costs ********, (ii) sale, use or other transactional taxes paid or payable by such person as a direct result of **********, (iii) the principal amount of any indebtedness which is secured by a prior perfected lien (other than in favor of MidCap, Great Harbor and Purchaser) and (iv) any amount required to be paid to Senior Lender; * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *.

(c)     The limited consent set forth in this Section 2 is effective solely for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) except as expressly provided herein, be a consent to any amendment, waiver or modification of any term or condition of the Note Purchase Agreement or of any other Transaction Document; (b) prejudice any right that the Purchaser have or may have in the future under or in connection with the Note Purchase Agreement or any other Transaction Document; (c) waive any Event of Default that exists as of the date hereof; or (d) establish a custom or course of dealing among any of the Companies, on the one hand, or the Purchaser on the other hand.

3.     Amendments to Note Purchase Agreement. Subject to the satisfaction of the conditions precedent set forth herein and in reliance on the representations, warranties and covenants of the Companies set forth herein and in the Note Purchase Agreement, each party hereto hereby agrees that the Note Purchase Agreement be and hereby is, amended as follows:

3.1.     Amendment and Restatement of Existing Defined Term. Section 1 of the Note Purchase Agreement is hereby amended to amend and restate the defined term "Senior Great Harbor Debt" in its entirety as follows:

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"Senior Great Harbor Debt" means all debts, obligations or liabilities now or hereafter existing, absolute or contingent of the Companies, or any one or more of them, arising under that certain Amended and Restated Secured Promissory Note, dated as of February 6, 2018, in the original principal amount of $3,000,000 (as amended, modified, extended, renewed, refinanced, restated or replaced from time to time), that certain Secured Promissory Note, dated as of February 6, 2018, in the original principal amount of $2,000,000 (as amended, modified, extended, renewed, refinanced, restated or replaced from time to time), and that certain Secured Promissory Note, dated as of July 27, 2018, in the original principal amount of $5,000,000 (as amended, modified, extended, renewed, refinanced, restated or replaced from time to time), each issued by the Companies to Great Harbor, whether voluntary or involuntary, whether due or not due, or whether incurred directly or indirectly.

4.       Representations and Warranties; No Default. Each Company hereby represents and warrants that:

4.1.     The execution, delivery and performance by such Company of this Amendment (a) are within such Company's corporate or similar powers and, at the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order.

4.2.     This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

4.3.     Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

5.     Ratification and Confirmation. The Companies hereby ratify and confirm all of the terms and provisions of the Note Purchase Agreement and the other Transaction Documents and agree that all of such terms and provisions, as amended hereby, remain in full force and effect, except as, and to the extent expressly set forth herein.

6.       Condition to Effectiveness. The effectiveness of this Amendment shall be subject to the satisfaction of the following conditions precedent:

6.1.     The Purchaser shall have received a fully executed copy of this Amendment.

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6.2.     The Purchaser shall have received the corresponding, fully executed copies of the Senior Loan Documents evidencing the Permitted Senior Debt of Great Harbor, in form and substance satisfactory to the Purchaser.

6.3.     All representations and warranties of the Companies contained herein shall be true and correct in all material respects as of the date hereof (and such parties' delivery of their respective signatures hereto shall be deemed to be its certification thereof).

6.4.     The Purchaser shall have received all fees and other amounts due and payable to the Purchaser and its counsel in connection with this Amendment, and to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Companies under the Note Purchase Agreement.

7.        Miscellaneous.

7.1.     Except as otherwise expressly set forth herein, nothing herein shall be deemed to constitute an amendment, modification or waiver of any of the provisions of the Note Purchase Agreement, the Security Agreement or the other Transaction Documents, all of which remain in full force and effect as of the date hereof and are hereby ratified and confirmed. Each Company hereby acknowledges and agrees that nothing contained herein shall be deemed to entitle any Company to consent to, or a waiver, amendment or modification of, any of the terms, conditions, obligations, covenants or agreements contained in the Transaction Documents in similar or different circumstances. This Amendment (together with any other document executed in connection herewith) is not intended to be, nor shall it be construed as, a novation of the Note Purchase Agreement.

7.2.     This Amendment may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, but all counterparts shall together constitute one instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or electronic mail shall be equally effective as delivery of a manually executed counterpart of this Amendment.

7.3.     This Amendment shall be governed by the laws of the State of New York without giving effect to any conflict of law principles and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

7.4.     The Companies agree to pay all reasonable expenses, including legal fees and disbursements, incurred by Purchaser in connection with this Amendment and the transactions contemplated hereby.

7.5.     This Amendment shall be deemed a Transaction Document for all purposes of the Note Purchase Agreement and the other Transaction Documents. On and after the date hereof, each reference in the Note Purchase Agreement and the other Transaction Documents to the Note Purchase Agreement, shall mean and be a reference to the Note Purchase Agreement, as modified by this Amendment.

7.6.     Each Company, voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself and all of its respective parents, subsidiaries, affiliates, members, managers, predecessors, successors, and assigns, and each of their respective current and former directors, officers, shareholders, agents, and employees (collectively, "Releasing Parties"), does hereby fully and completely release, acquit and forever discharge each Indemnified Party of and from any and all actions, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, choate or inchoate, known or unknown that the Releasing Parties (or any of them) has against the Indemnified Parties (or any of them) that directly or indirectly arise out of, are based upon or are in any manner connected with any Prior Related Event. "Prior Related Event" means any transaction, event, circumstance, action, failure to act, occurrence of any type or sort, whether known or unknown, which occurred, existed, was taken, was permitted or begun in accordance with, pursuant to or by virtue of (a) any of the terms of this Amendment or any other Transaction Document, (b) any actions, transactions, matters or circumstances related hereto or thereto, (c) the conduct of the relationship between the Purchaser and any Company, or (d) any other actions or inactions by the Purchaser, all on or prior to the date hereof. Each Company acknowledges that the foregoing release is a material inducement to the Purchaser's decision to enter into this Amendment and to agree to the modifications contemplated hereunder.

[Signature Pages Follow.]

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment which shall be deemed to be a sealed instrument as of the date first above written.

COMPANIES

		TWINLAB CONSOLIDATION CORPORATION
		By:  /s/ Anthony Zolezzi	(Seal)
		Name: Anthony Zolezzi Title:   Chief Executive Officer
TWINLAB CONSOLIDATED HOLDINGS, INC.		TWINLAB HOLDINGS, INC.
By:  /s/ Anthony Zolezzi	(Seal)	By:  /s/ Anthony Zolezzi	(Seal)
Name: Anthony Zolezzi Title:   Chief Executive Officer		Name: Anthony Zolezzi Title:   Chief Executive Officer
TWINLAB CORPORATION		ISI BRANDS, INC.
By:  /s/ Anthony Zolezzi	(Seal)	By:  /s/ Anthony Zolezzi	(Seal)
Name: Anthony Zolezzi Title:   Chief Executive Officer		Name: Anthony Zolezzi Title:   Chief Executive Officer
NUTRASCIENCE LABS, INC.		NUTRASCIENCE LABS IP CORPORATION
By:  /s/ Anthony Zolezzi	(Seal)	By:  /s/ Anthony Zolezzi	(Seal)
Name: Anthony Zolezzi Title:   Chief Executive Officer		Name: Anthony Zolezzi Title:   Chief Executive Officer
ORGANIC HOLDINGS LLC		RESERVE LIFE ORGANICS, LLC
		By ORGANIC HOLDINGS LLC,
By:  /s/ Anthony Zolezzi	(Seal)	its sole Member
Name: Anthony Zolezzi
Title:   Sole Manager		By:  /s/ Anthony Zolezzi	(Seal)
		Name: Anthony Zolezzi Title:   Sole Manager

First Signature Page – Twelfth Amendment to Note and Warrant Purchase Agreement

5

RESVITALE, LLC		RE-BODY, LLC
By ORGANIC HOLDINGS LLC, its sole Member		By ORGANIC HOLDINGS LLC, its sole Member
By:  /s/ Anthony Zolezzi	(Seal)	By:  /s/ Anthony Zolezzi	(Seal)
Name: Anthony Zolezzi Title:   Sole Manager		Name: Anthony Zolezzi Title:   Sole Manager
INNOVITAMIN ORGANICS, LLC		ORGANICS MANAGEMENT LLC
By ORGANIC HOLDINGS LLC, its sole Member		By ORGANIC HOLDINGS LLC, its sole Member
By:  /s/ Anthony Zolezzi	(Seal)	By:  /s/ Anthony Zolezzi	(Seal)
Name: Anthony Zolezzi Title:   Sole Manager		Name: Anthony Zolezzi Title:   Sole Manager
COCOAWELL, LLC		FEMBODY, LLC
By ORGANIC HOLDINGS LLC, its sole Member		By ORGANIC HOLDINGS LLC, its sole Member
By:  /s/ Anthony Zolezzi	(Seal)	By:  /s/ Anthony Zolezzi	(Seal)
Name: Anthony Zolezzi Title:   Sole Manager		Name: Anthony Zolezzi Title:   Sole Manager
RESERVE LIFE NUTRITION, L.L.C.		INNOVITA SPECIALTY DISTRIBUTION LLC
By ORGANIC HOLDINGS LLC, its sole Member		By ORGANIC HOLDINGS LLC, its sole Member
By:  /s/ Anthony Zolezzi	(Seal)	By:  /s/ Anthony Zolezzi	(Seal)
Name: Anthony Zolezzi Title:   Sole Manager		Name: Anthony Zolezzi Title:   Sole Manager
JOIE ESSANCE, LLC
By ORGANIC HOLDINGS LLC, its sole Member
By:  /s/ Anthony Zolezzi	(Seal)
Name: Anthony Zolezzi Title:   Sole Manager

Second Signature Page – Twelfth Amendment to Note and Warrant Purchase Agreement

PURCHASER:
GOLISANO HOLDINGS LLC, a New York limited liability company
By:	/s/ B. Thomas Golisano
Name: B. Thomas Golisano Title:   Member

Third Signature Page – Twelfth Amendment to Note and Warrant Purchase Agreement

EX-10.181

Exhibit 10.181

THIRTEENTH AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT AND LIMITED CONSENT*

This THIRTEENTH AMENDMENT TO NOTE AND WARRANT AGREEMENT (this "Amendment"), dated as of July 27, 2018, is made by and between TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation, TWINLAB CONSOLIDATION CORPORATION, a Delaware corporation, TWINLAB HOLDINGS, INC., a Michigan corporation, ISI BRANDS INC., a Michigan corporation, and TWINLAB CORPORATION, a Delaware corporation, NUTRASCIENCE LABS, INC., a Delaware corporation, NUTRASCIENCE LABS IP CORPORATION., a Delaware corporation, ORGANIC HOLDINGS LLC, a Delaware limited liability company, RESERVE LIFE ORGANICS, LLC, a Delaware limited liability company, RESVITALE, LLC, a Delaware limited liability company, RE-BODY, LLC, a Delaware limited liability company, INNOVITAMIN ORGANICS, LLC, a Delaware limited liability company, ORGANICS MANAGEMENT LLC, a Delaware limited liability company, COCOAWELL, LLC, a Delaware limited liability company, FEMBODY, LLC, a Delaware limited liability company, RESERVE LIFE NUTRITION, L.L.C., a Delaware limited liability company, INNOVITA SPECIALTY DISTRIBUTION, LLC, a Delaware limited liability company, and JOIE ESSANCE, LLC, a Delaware limited liability company (each of the foregoing Persons being referred to herein individually as a "Company" and collectively as the "Companies"), and GOLISANO HOLDINGS LLC, a New York limited liability company, as successor by assignment to Penta Mezzanine SBIC Fund I, L.P. (the "Purchaser").

WHEREAS, the Companies and the Purchaser are parties to a Note and Warrant Purchase Agreement dated as of November 13, 2014, as amended by that certain First Amendment to Note and Warrant Purchase Agreement, Consent and Joinder dated as of January 22, 2015, that certain Second Amendment to Note and Warrant Purchase Agreement and Consent dated as of February 4, 2015, that certain Third Amendment to Note and Warrant Purchase Agreement and Consent dated as of April 30, 2015, that certain Fourth Amendment to Note and Warrant Purchase Agreement, Limited Consent and Limited Waiver dated as of June 30, 2015, that certain Fifth Amendment to Note and Warrant Purchase Agreement and Limited Consent dated as of September 9, 2015, that certain Sixth Amendment to Note and Warrant Purchase Agreement dated October 5, 2015, that certain Joinder Agreement dated as of October 30, 2015, that certain Seventh Amendment to Note and Warrant Purchase Agreement dated as of January 28, 2016, that certain Eighth Amendment to Note and Warrant Purchase Agreement dated as of April 5, 2016, that certain Ninth Amendment to Note and Warrant Purchase Agreement and Limited Consent dated as of August 11, 2016 but effective as of July 29, 2016, that certain Tenth Amendment to Note and Warrant Purchase Agreement and Limited Consent dated as of December 2, 2016, that Eleventh Amendment to Note and Warrant Purchase Agreement and Limited Consent, dated as of August 30, 2017, and that certain Twelfth Amendment to Note and Warrant Purchase Agreement and Limited Consent, dated as of February 6, 2018 (as the same may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "Note Purchase Agreement"); and

WHEREAS, (a) the Companies have requested that the Purchaser (i) consent to a secured loan in the original principal amount of $5,000,000 from Great Harbor; (ii) ********************************* and use of the Net Cash Proceeds (as defined below) ************* and (iii) amend certain provisions of the Note Purchase Agreement, and (b) the Purchaser has agreed to do so subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the promises and the mutual agreements contained in this Amendment, and subject to the terms and conditions set forth herein, each party hereto hereby agrees as follows:

________

* Portions of the Thirteenth Amendment to Note and Warrant Purchase Agreement and Limited Consent have been omitted based upon a request for confidential treatment filed with the Securities and Exchange Commission. The non-public information has been filed with the Securities and Exchange Commission.

1.       Capitalized Terms. Capitalized terms used but not defined herein shall have the meanings set forth in the Note Purchase Agreement.

2.       Limited Consent to Transactions.

(a)      At the request of and as an accommodation to the Companies and subject to the strict compliance with the terms, conditions and requirements set forth herein (including, without limitation, satisfaction of each of the conditions set forth in Section 6 below) and in reliance on the representations, warranties and covenants of the Companies set forth herein, the Purchaser hereby consents to (a) the Companies’ incurrence of secured indebtedness in the original principal amount of up to $5,000,000 to Great Harbor on the terms and subject to the conditions set forth in that Secured Promissory Note in the original principal amount of $5,000,000 issued by the Companies to Great Harbor, as it may be amended, supplemented, restated or otherwise modified from time to time (the "Great Harbor ********** Secured Note"), (b) ***********************, and (c) use of the Net Cash Proceeds **** ******* (for avoidance of doubt, following any amounts required to be paid with respect to the Senior Lender under the Senior Loan Documents) as follows:

First, to the payment of the accrued and unpaid interest and outstanding principal on Great Harbor *****Secured Note;

Second, accrued and unpaid interest due to Little Harbor, LLC, Great Harbor Capital, LLC or Golisano Holdings LLC;

Third, to the Companies.

(b)     For purposes of this Amendment, "Net Cash Proceeds" means, with respect to ***********, cash and cash equivalent proceeds received by or for such person's account, net of (i) reasonable direct documented costs **********, (ii) sale, use or other transactional taxes paid or payable by such person as a direct result of **************, (iii) the principal amount of any indebtedness which is secured by a prior perfected lien (other than in favor of MidCap, Great Harbor Capital, LLC and Purchaser) and (iv) any amount required to be paid to Senior Lender * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *

(c)     The limited consent set forth in this Section 2 is effective solely for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) except as expressly provided herein, be a consent to any amendment, waiver or modification of any term or condition of the Note Purchase Agreement or of any other Transaction Document; (b) prejudice any right that the Purchaser have or may have in the future under or in connection with the Note Purchase Agreement or any other Transaction Document; (c) waive any Event of Default that exists as of the date hereof; or (d) establish a custom or course of dealing among any of the Companies, on the one hand, or the Purchaser on the other hand.

3.     Amendments to Note Purchase Agreement. Subject to the satisfaction of the conditions precedent set forth herein and in reliance on the representations, warranties and covenants of the Companies set forth herein and in the Note Purchase Agreement, each party hereto hereby agrees that the Note Purchase Agreement be and hereby is, amended as follows:

2

3.1.     Amendment and Restatement of Existing Defined Term. Section 1 of the Note Purchase Agreement is hereby amended to amend and restate the defined term "Senior Great Harbor Debt" in its entirety as follows:

"Senior Great Harbor Debt" means all debts, obligations or liabilities now or hereafter existing, absolute or contingent of the Companies, or any one or more of them, arising under that certain Amended and Restated Secured Promissory Note, dated as of February 6, 2018, in the original principal amount of $3,000,000 (as amended, modified, extended, renewed, refinanced, restated or replaced from time to time), that certain Secured Promissory Note, dated as of February 6, 2018, in the original principal amount of $2,000,000 (as amended, modified, extended, renewed, refinanced, restated or replaced from time to time), and that certain Secured Promissory Note, dated as of July 27, 2018, in the original principal amount of $5,000,000 (as amended, modified, extended, renewed, refinanced, restated or replaced from time to time), each issued by the Companies to Great Harbor, whether voluntary or involuntary, whether due or not due, or whether incurred directly or indirectly.

4.       Representations and Warranties; No Default. Each Company hereby represents and warrants that:

4.1.     The execution, delivery and performance by such Company of this Amendment (a) are within such Company's corporate or similar powers and, at the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order.

4.2.     This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

4.3.     Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

5.     Ratification and Confirmation. The Companies hereby ratify and confirm all of the terms and provisions of the Note Purchase Agreement and the other Transaction Documents and agree that all of such terms and provisions, as amended hereby, remain in full force and effect, except as, and to the extent expressly set forth herein.

3

6.       Condition to Effectiveness. The effectiveness of this Amendment shall be subject to the satisfaction of the following conditions precedent:

6.1.     The Purchaser shall have received a fully executed copy of this Amendment.

6.2.     The Purchaser shall have received the corresponding, fully executed copies of the Senior Loan Documents evidencing the Permitted Senior Debt of Great Harbor, in form and substance satisfactory to the Purchaser.

6.3.     All representations and warranties of the Companies contained herein shall be true and correct in all material respects as of the date hereof (and such parties' delivery of their respective signatures hereto shall be deemed to be its certification thereof).

6.4.     The Purchaser shall have received all fees and other amounts due and payable to the Purchaser and its counsel in connection with this Amendment, and to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Companies under the Note Purchase Agreement.

7. Miscellaneous.

7.1.     Except as otherwise expressly set forth herein, nothing herein shall be deemed to constitute an amendment, modification or waiver of any of the provisions of the Note Purchase Agreement, the Security Agreement or the other Transaction Documents, all of which remain in full force and effect as of the date hereof and are hereby ratified and confirmed. Each Company hereby acknowledges and agrees that nothing contained herein shall be deemed to entitle any Company to consent to, or a waiver, amendment or modification of, any of the terms, conditions, obligations, covenants or agreements contained in the Transaction Documents in similar or different circumstances. This Amendment (together with any other document executed in connection herewith) is not intended to be, nor shall it be construed as, a novation of the Note Purchase Agreement.

7.2.     This Amendment may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, but all counterparts shall together constitute one instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or electronic mail shall be equally effective as delivery of a manually executed counterpart of this Amendment.

7.3.     This Amendment shall be governed by the laws of the State of New York without giving effect to any conflict of law principles and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

7.4.     The Companies agree to pay all reasonable expenses, including legal fees and disbursements, incurred by Purchaser in connection with this Amendment and the transactions contemplated hereby.

7.5.     This Amendment shall be deemed a Transaction Document for all purposes of the Note Purchase Agreement and the other Transaction Documents. On and after the date hereof, each reference in the Note Purchase Agreement and the other Transaction Documents to the Note Purchase Agreement, shall mean and be a reference to the Note Purchase Agreement, as modified by this Amendment.

7.6.     Each Company, voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself and all of its respective parents, subsidiaries, affiliates, members, managers, predecessors, successors, and assigns, and each of their respective current and former directors, officers, shareholders, agents, and employees (collectively, "Releasing Parties"), does hereby fully and completely release, acquit and forever discharge each Indemnified Party of and from any and all actions, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, choate or inchoate, known or unknown that the Releasing Parties (or any of them) has against the Indemnified Parties (or any of them) that directly or indirectly arise out of, are based upon or are in any manner connected with any Prior Related Event. "Prior Related Event" means any transaction, event, circumstance, action, failure to act, occurrence of any type or sort, whether known or unknown, which occurred, existed, was taken, was permitted or begun in accordance with, pursuant to or by virtue of (a) any of the terms of this Amendment or any other Transaction Document, (b) any actions, transactions, matters or circumstances related hereto or thereto, (c) the conduct of the relationship between the Purchaser and any Company, or (d) any other actions or inactions by the Purchaser, all on or prior to the date hereof. Each Company acknowledges that the foregoing release is a material inducement to the Purchaser's decision to enter into this Amendment and to agree to the modifications contemplated hereunder.

[Signature Pages Follow.]

4

IN WITNESS WHEREOF, the parties hereto have executed this Amendment which shall be deemed to be a sealed instrument as of the date first above written.

COMPANIES

		TWINLAB CONSOLIDATION CORPORATION
		By:  /s/ Anthony Zolezzi	(Seal)
		Name: Anthony Zolezzi Title:   Chief Executive Officer
TWINLAB CONSOLIDATED HOLDINGS, INC.		TWINLAB HOLDINGS, INC.
By:  /s/ Anthony Zolezzi	(Seal)	By:  /s/ Anthony Zolezzi	(Seal)
Name: Anthony Zolezzi Title:   Chief Executive Officer		Name: Anthony Zolezzi Title:   Chief Executive Officer
TWINLAB CORPORATION		ISI BRANDS, INC.
By:  /s/ Anthony Zolezzi	(Seal)	By:  /s/ Anthony Zolezzi	(Seal)
Name: Anthony Zolezzi Title:   Chief Executive Officer		Name: Anthony Zolezzi Title:   Chief Executive Officer
NUTRASCIENCE LABS, INC.		NUTRASCIENCE LABS IP CORPORATION
By:  /s/ Anthony Zolezzi	(Seal)	By:  /s/ Anthony Zolezzi	(Seal)
Name: Anthony Zolezzi Title:   Chief Executive Officer		Name: Anthony Zolezzi Title:   Chief Executive Officer
ORGANIC HOLDINGS LLC		RESERVE LIFE ORGANICS, LLC
		By ORGANIC HOLDINGS LLC,
By:  /s/ Anthony Zolezzi	(Seal)	its sole Member
Name: Anthony Zolezzi
Title:   Sole Manager		By:  /s/ Anthony Zolezzi	(Seal)
		Name: Anthony Zolezzi Title:   Sole Manager

First Signature Page – Thirteenth Amendment to Note and Warrant Purchase Agreement

RESVITALE, LLC		RE-BODY, LLC
By ORGANIC HOLDINGS LLC, its sole Member		By ORGANIC HOLDINGS LLC, its sole Member
By:  /s/ Anthony Zolezzi	(Seal)	By:  /s/ Anthony Zolezzi	(Seal)
Name: Anthony Zolezzi Title:   Sole Manager		Name: Anthony Zolezzi Title:   Sole Manager
INNOVITAMIN ORGANICS, LLC		ORGANICS MANAGEMENT LLC
By ORGANIC HOLDINGS LLC, its sole Member		By ORGANIC HOLDINGS LLC, its sole Member
By:  /s/ Anthony Zolezzi	(Seal)	By:  /s/ Anthony Zolezzi	(Seal)
Name: Anthony Zolezzi Title:   Sole Manager		Name: Anthony Zolezzi Title:   Sole Manager
COCOAWELL, LLC		FEMBODY, LLC
By ORGANIC HOLDINGS LLC, its sole Member		By ORGANIC HOLDINGS LLC, its sole Member
By:  /s/ Anthony Zolezzi	(Seal)	By:  /s/ Anthony Zolezzi	(Seal)
Name: Anthony Zolezzi Title:   Sole Manager		Name: Anthony Zolezzi Title:   Sole Manager
RESERVE LIFE NUTRITION, L.L.C.		INNOVITA SPECIALTY DISTRIBUTION LLC
By ORGANIC HOLDINGS LLC, its sole Member		By ORGANIC HOLDINGS LLC, its sole Member
By:  /s/ Anthony Zolezzi	(Seal)	By:  /s/ Anthony Zolezzi	(Seal)
Name: Anthony Zolezzi Title:   Sole Manager		Name: Anthony Zolezzi Title:   Sole Manager
JOIE ESSANCE, LLC
By ORGANIC HOLDINGS LLC, its sole Member
By:  /s/ Anthony Zolezzi	(Seal)
Name: Anthony Zolezzi Title:   Sole Manager

Second Signature Page – Thirteenth  Amendment to Note and Warrant Purchase Agreement

PURCHASER:
GOLISANO HOLDINGS LLC, a New York limited liability company
By:	/s/ B. Thomas Golisano
Name: B. Thomas Golisano Title:   Member

Third Signature Page – Thirteenth Amendment to Note and Warrant Purchase Agreement

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Anthony Zolezzi, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q 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: November 19, 2018

/s/ Anthony Zolezzi

Anthony Zolezzi

Chief Executive Officer and President 

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Carla Goffstein certify that:

1. I have reviewed this Quarterly Report on Form 10-Q 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: November 19, 2018

/s/ Carla Goffstein

Carla Goffstein

SVP, Finance & Accounting, and

Interim Chief Financial Officer &

Treasurer

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 Quarterly Report of Twinlab Consolidated Holdings, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anthony Zolezzi, Chief Executive Officer and President 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: November 19, 2018	/s/ Anthony Zolezzi
	Anthony Zolezzi
	Chief Executive Officer and President

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 Quarterly Report of Twinlab Consolidated Holdings, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Carla Goffstein, SVP, Finance and Interim 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:

(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: November 19, 2018	/s/ Carla Goffstein
	Carla Goffstein
	SVP, Finance & Accounting, and Interim Chief Financial 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 - shares	9 Months Ended
	Sep. 30, 2018	Nov. 16, 2018
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	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Emerging Growth Company	true
Entity Small Business	true
Entity Common Stock, Shares Outstanding (in shares)		254,441,733
Document Type	10-Q
Document Period End Date	Sep. 30, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Ex Transition Period	false

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Current assets:
Cash	$ 619,000	$ 1,350,000
Accounts receivable, net of allowance of $2,712 and $2,534, respectively	9,184,000	6,528,000
Inventories, net	8,609,000	17,168,000
Prepaid expenses and other current assets	4,423,000	2,256,000
Total current assets	22,835,000	27,302,000
Property and equipment, net	2,602,000	3,169,000
Intangible assets, net	21,687,000	23,063,000
Goodwill	17,797,000	17,797,000
Other assets	1,720,000	1,762,000
Total assets	66,641,000	73,093,000
Current liabilities:
Accounts payable	11,689,000	10,146,000
Accrued expenses and other current liabilities	12,382,000	10,336,000
Derivative liabilities	8,672,000	6,791,000
Notes payable and current portion of long-term debt, net of discount of $3,457 and $3,660, respectively	73,173,000	68,093,000
Total current liabilities	105,916,000	95,366,000
Long-term liabilities:
Deferred gain on sale of assets	1,444,000	1,565,000
Notes payable and long-term debt, net of current portion	3,224,000	3,383,000
Total long-term liabilities	4,668,000	4,948,000
Total liabilities	110,584,000	100,314,000
Commitments and contingencies
Stockholders’ deficit:
Common stock, $0.001 par value, 5,000,000,000 shares authorized, 389,247,784 and 388,081,117 shares issued and outstanding, respectively	389,000	388,000
Additional paid-in capital	229,571,000	226,884,000
Stock subscriptions receivable	(30,000)	(30,000)
Treasury stock, 134,806,051 shares at cost	(500,000)	(500,000)
Accumulated deficit	(273,373,000)	(253,963,000)
Total stockholders’ deficit	(43,943,000)	(27,221,000)
Total liabilities and stockholders’ deficit	$ 66,641,000	$ 73,093,000

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Accounts receivable, allowance	$ 2,712	$ 2,534
Notes payable and current portion of long-term debt, unamortized discount	$ 3,457	$ 3,660
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized (in shares)	5,000,000,000	5,000,000,000
Common stock, issued (in shares)	389,247,784	388,081,117
Common stock, outstanding (in shares)	389,247,784	388,081,117
Treasury stock, shares (in shares)	134,806,051	134,806,051

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Net sales	$ 14,933	$ 20,612	$ 56,259	$ 66,130
Cost of sales	13,726	17,103	46,095	50,368
Gross profit	1,207	3,509	10,164	15,762
Selling, general and administrative expenses	5,231	6,646	20,789	20,574
Loss from operations	(4,024)	(3,137)	(10,625)	(4,812)
Other income (expense):
Interest expense, net	(2,405)	(1,876)	(6,856)	(6,318)
Loss on change in derivative liabilities	(2,269)	(393)	(1,881)	(1,688)
Other expense, net	(15)	(12)	(48)	(36)
Total other expense, net	(4,689)	(2,281)	(8,785)	(8,042)
Loss before income taxes	(8,713)	(5,418)	(19,410)	(12,854)
Provision for income taxes
Net loss	$ (8,713)	$ (5,418)	$ (19,410)	$ (12,854)
Weighted average number of common shares outstanding:
Basic (in shares)	254,441,733	252,924,027	254,286,055	252,935,792
Diluted (in shares)	254,441,733	252,924,027	254,286,055	252,935,792
Net loss per common share:
Basic (in dollars per share)	$ (0.03)	$ (0.02)	$ (0.08)	$ (0.05)
Diluted (in dollars per share)	$ (0.03)	$ (0.02)	$ (0.08)	$ (0.05)

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Cash flows from operating activities:
Net loss	$ (19,410)	$ (12,854)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	2,001	2,416
Amortization of debt discount	1,683	1,774
Issuance of common stock for services	352
Stock-based compensation	207	386
Change in provision for obsolete inventories	(94)	466
Change in provision for losses on accounts receivable	178	167
Loss on change in derivative liabilities	1,881	1,688
Other non-cash items	(121)	(121)
Changes in operating assets and liabilities:
Accounts receivable	(2,834)	(1,136)
Inventories	8,653	(1,233)
Prepaid expenses and other current assets	(1,519)	632
Other assets	42	(101)
Accounts payable	1,543	(3,259)
Accrued expenses and other current liabilities	2,046	2,032
Net cash used in operating activities	(5,392)	(9,143)
Cash flows from investing activities:
Purchase of property and equipment	(58)	(51)
Cash flows from financing activities:
Proceeds from issuance of debt	9,000	6,267
Repayment of debt	(1,207)	(1,583)
Net borrowings from (repayments of) revolving credit facility	(3,074)	1,646
Net cash provided by financing activities	4,719	6,330
Net decrease in cash	(731)	(2,864)
Cash, beginning of the period	1,350	5,097
Cash, end of the period	619	2,233
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	996	982
Cash paid for income taxes
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING TRANSACTIONS:
Issuance of common stock for prepaid expenses	648
Reduction of common stock and increase in additional paid-in capital for surrender of common stock	3
Issuance of warrants for debt discount and additional paid-in capital	1,481
Relief of stock subscription accrual through long-term debt		(3,200)
Issuance of new long-term debt as payment of existing prepaid stock subscription		3,200
Property and equipment acquired through the issuance of capital leases		$ 330

XML

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

9 Months Ended

Sep. 30, 2018

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 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 REAAL®, and 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 services 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 sell the products to the customer, who then markets and sells the products to retailers or end consumers.

Principles of Consolidation

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

Basis of Presentation and Unaudited Information

The condensed consolidated interim financial statements included herein have been prepared by the Company in accordance with United States generally accepted accounting principles, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented

not

misleading. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. Financial results for any interim period are

not

necessarily indicative of financial results that

may

be expected for the fiscal year. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form

10

-K for the year ended

December 31, 2017

filed with the SEC on

April 3, 2018.

Use of Estimates

The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) 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

September 30, 2018

and

December 31, 2017:

	Total		Level 1		Level 2		Level 3
September 30, 2018:
Derivative liabilities	$	8,672	$	-	$	-	$	8,672
December 31, 2017:
Derivative liabilities	$	6,791	$	-	$	-	$	6,791

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

September 30, 2018,

total allowances amounted to

$2,712,

of which

$490

was related to doubtful accounts receivable. As of

December 31, 2017,

total allowances amounted to

$2,534,

of which

$329

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, a market leader in the healthy aging and beauty from within categories, and owner of the Reserveage Nutrition brands, 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

September 30, 2018

and

December 31, 2017

was

$4,346

.

Value of Warrants Issued with Debt

We estimate the grant date value of certain warrants issued with debt, 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

$40

for the

three

months ended

September 30, 2018

and

2017.

For the

nine

months ended

September 30, 2018

and

2017,

we recorded amortization of

$121

and

$121,

respectively. As of

September 30, 2018,

and

December 31, 2017,

unamortized deferred gain on sale of assets was

$1,444

and

$1,565,

respectively.

Net Income (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.

When calculating diluted earnings or loss per share, if the effects are dilutive, companies are required to add back to net income or loss the effects of the change in derivative liabilities related to warrants. Additionally, if the effects of the change in derivative liabilities are added back to net income or loss, companies are required to include the warrants outstanding related to the derivative liability in the calculation of the weighted average dilutive shares. As there was

no

gain on change in derivative liabilities for the

three

and

nine

months ended

September 30, 2018,

there was

no

dilutive effect on net loss and the calculation of the weighted average dilutive shares. The numerator and the denominator of the calculation of basic and diluted net loss per share were identical for the

three

and

nine

months ended

September 30, 2018

and

2017.

Significant Concentration of Credit Risk

Sales to our top

three

customers aggregated to approximately

30%

and

33%

of total sales for the

three

months ended

September 30, 2018

and

2017,

respectively, and

25%

and

27%

of total sales for the

nine

months ended

September 30, 2018

and

2017.

Sales to

one

of those customers were approximately

15%

and

13%

of total sales for the

three

months ended

September 30, 2018

and

2017,

respectively, and

14%

and

12%

of total sales for the

nine

months ended

September 30, 2018

and

2017,

respectively. Accounts receivable from the top

three

customers were approximately

23%

and

39%

of total accounts receivable as of

September 30, 2018

and

December 31, 2017,

respectively.

Recent Accounting Pronouncements

In

January 2017,

the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 condensed 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 condensed consolidated financial statements.

In

June 2016,

the FASB issued ASU

2016

-

13,

"Financial Instruments- Credit losses (Topic

326

): Measurement of Credit losses on Financial Instruments". ASU

2016

-

13

requires an organization to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Our status as an emerging growth company allows us to defer adoption until the annual period, including interim periods within the annual period, beginning

January 1, 2021.

Management is currently evaluating the requirements of this guidance and has

not

yet determined the impact of the adoption on the Company's financial position or results from operations.

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 chosen to delay our adoption until

January 1, 2019.

Although there are several other new accounting pronouncements issued or proposed by the 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 condensed consolidated financial position or results of operations.

XML

Note 2 - Going Concern

9 Months Ended

Sep. 30, 2018

Notes to Financial Statements

Substantial Doubt about Going Concern [Text Block]

NOTE

2

– GOING CONCERN

The accompanying condensed 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. As of

September 30, 2018,

we had an accumulated deficit of

$273,373.

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 debt.

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

$83,081

as of

September 30, 2018.  

We also have

$73,173

of debt, net of discount, 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; operating costs that include significant workforce and salary expense reduction, 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.

XML

Note 3 - Inventories

9 Months Ended

Sep. 30, 2018

Notes to Financial Statements

Inventory Disclosure [Text Block]

NOTE

3

– INVENTORIES

Inventories consisted of the following as of:

	September 30, 2018			December 31, 2017
Raw materials	$	2,978		$	5,347
Work in process		231			1,965
Finished goods		7,686			12,236
		10,895			19,548
Reserve for obsolete inventories		(2,286	)		(2,380	)
	$	8,609		$	17,168

XML

Note 4 - Property and Equipment

9 Months Ended

Sep. 30, 2018

Notes to Financial Statements

Property, Plant and Equipment Disclosure [Text Block]

NOTE

4

– PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of:

	September 30, 2018			December 31, 2017
Machinery and equipment	$	12,166		$	12,156
Computers and other		9,614			9,589
Aquifer		482			482
Leasehold improvements		1,553			1,530
		23,815			23,757
Accumulated depreciation and amortization		(21,213	)		(20,588	)
	$	2,602		$	3,169

Assets held under capital leases are included in machinery and equipment and amounted to

$613

and

$777

as of

September 30, 2018

and

December 31, 2017,

respectively.

Depreciation and amortization expense totaled

$201

and

$222

for the

three

months ended

September 30, 2018

and

2017,

respectively, and totaled

$625

and

$669

for the

nine

months ended

September 30, 2018

and

2017,

respectively.

XML

Note 5 - Intangible Assets

9 Months Ended

Sep. 30, 2018

Notes to Financial Statements

Intangible Assets Disclosure [Text Block]

NOTE

5

– INTANGIBLE ASSETS

Intangible assets consisted of the following as of:

	September 30, 2018			December 31, 2017
Trademarks	$	8,915		$	8,915
Indefinite-lived intangible assets		4,346			4,346
Customer relationships		19,110			19,110
Other		753			753
		33,124			33,124
Accumulated amortization		(11,437	)		(10,061	)
	$	21,687		$	23,063

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

$459

and

$582

for the

three

months ended

September 30, 2018

and

2017

and was

$1,376

and

$1,747

for the

nine

months ended

September 30, 2018

and

2017,

respectively.

XML

Note 6 - Debt

9 Months Ended

Sep. 30, 2018

Notes to Financial Statements

Debt Disclosure [Text Block]

NOTE

6

– DEBT

Debt consisted of the following as of:

	September 30, 2018			December 31, 2017
Related Party Debt:
July 2014 note payable to Little Harbor, LLC (converted to a new note in February 2018)	$	3,267		$	3,267
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			3,000
February 2018 note payable to Great Harbor Capital, LLC		2,000			-
July 2018 note payable to Great Harbor Capital, LLC, net of discount of $1,303 at September 30, 2018		3,697			-
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			3,267
February 2018 note payable to Golisano Holdings LLC		2,000			-
November 2014 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 $881 and $1,491 as of September 30, 2018 and December 31, 2017, respectively		7,119			6,509
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 $1,143 and $1,829 as of September 30, 2018 and December 31, 2017, respectively		3,857			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 $78 and $130 as of September 30, 2018 and December 31, 2017, respectively		1,922			1,869
Total related party debt		63,669			54,623
Senior Credit Facility with Midcap		9,014			12,088
Other Debt:
April 2016 note payable to JL-Utah Sub, LLC		125			313
Capital lease obligations, net of discount of $52 and $210 as of September 30, 2018 and December 31, 2017, respectively		389			1,252
Huntington Holdings		3,200			3,200
Total other debt		3,714			4,765
Total debt		76,397			71,476
Less current portion		(73,173	)		(68,093	)
Long-term debt	$	3,224		$	3,383

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, draws totaling

$4,770.

There were

no

draws during the year ended

December 31, 2017

and the quarter ended

September 30, 2018.

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

7

).

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

September 30, 2018

until

January 1, 2019

and agreed to refrain from declaring a default and/or exercising any remedies under the notes.

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

commencing on

February 28, 2017.

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

commencing on

April 21, 2017.

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

).

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

).

February

201

8

Note Payable to

Great Harbor Capital

, LLC

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 Funding

X

Trust (“MidCap”), as successor-by-assignment from MidCap Financial Trust.

Also, on

February 6, 2018,

the Company issued an Amended and Restated Secured Promissory Note to GH (“Great Harbor Note

2”

) 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

2

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.

July 2018

Note Payable to Great Harbor Capital, LLC

Pursuant to a

July 27, 2018

Secured Promissory Note, GH loaned the Company

$5,000

("Great Harbor Note

3"

). The Great Harbor Note

3

matures on

January 27, 2020

and bears interest at an annual rate of

8.5%,

with the principal payable at maturity. The principal of the Great Harbor Note is payable at maturity on

January 27, 2020.

The Great Harbor Note is secured by collateral.  We issued a warrant in connection with this loan (see GH Warrants in Note

7

).

The Great Harbor Note

3

is subordinate to the indebtedness owed to MidCap. The Great Harbor Note

3

is senior to the indebtedness owed to Little Harbor, LLC and Golisano Holdings LLC.

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

September 30, 2018

until

January 1, 2019

and agreed to refrain from declaring a default and/or exercising any remedies under the notes.

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 member of the Board of Directors of our Company. We granted Penta a security interest in our assets and pledged the shares of our subsidiaries as security for the note.  This note matures on

November 13, 2019

with payments of principal due on a quarterly basis commencing on

November 13, 2017

in installments of (i)

$360

per quarter for the

first

four

quarters, (ii)

$440

per quarter for the next

four

quarters and (iii)

$520

per quarter for each quarter thereafter.  This note bears interest of

12%

per annum, payable monthly.  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.  On

March 8, 2017,

Golisano Holdings LLC (“Golisano LLC”) acquired this note payable from Penta. The terms of this note payable remain the same with the only changes being the holder of the promissory note and reduction of the interest rate to

8%.

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”). The proceeds were restricted to pay a portion of the Nutricap Labs, LLC (“Nutricap”) asset acquisition. We granted JL a security interest in the Company’s assets, including real estate and pledged the shares of our subsidiaries as security for the note. The note matures on

February 13, 2020

with payments of principal due on a quarterly basis commencing

March 1, 2017

in installments starting at

$250

per quarter and increasing to

$350

per quarter. This note bears interest of

8%

per annum, payable monthly. We issued a warrant to JL 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. On

March 8, 2017,

Golisano LLC acquired this note payable from JL. The terms of this note payable remain the same with the only change being the holder of the promissory note.

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. This note matures on

November 13, 2019

with payments of principal due on a quarterly basis commencing

November 13, 2017

in installments of (i)

$90

per quarter for the

first

four

quarters, (ii)

$110

per quarter for the next

four

quarters and (iii)

$130

per quarter for each quarter thereafter. This note bears interest of

8%

per annum, payable monthly. We issued a warrant to Penta to purchase

869,618

shares of the Company’s common stock in connection with this loan (see Golisano LLC Warrants (formerly 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. On

March 8, 2017,

Golisano LLC acquired this note payable from Penta. The terms of this note payable remain the same with the only change being the holder of the promissory note.

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

commencing on

February 28, 2017.

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

commencing on

April 21, 2017.

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

).

February

201

8

Note Payable to 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.

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

September 30, 2018

until

January 1, 2019

and agreed to refrain from declaring a default and/or exercising any remedies under the notes.

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”).

On

July 27, 2018,

the Company and Golisano LLC, as successor by assignment to Penta Mezzanine SBIC Fund I, L.P. to the original Note and Warrant Purchase Agreement, dated as of

November 13, 2014,

as amended from time to time, entered into the Thirteenth Amendment to the Note (“Thirteenth Amendment”). Pursuant to the Thirteenth Amendment, Golisano LLC consented to the secured loan in the amount of

$4,000

from GH to the Company. 

On

July 27, 2018,

the Company and Golisano LLC, as successor by assignment to JL-Mezz Utah, LLC (f/k/a JL-BBNC  Mezz Utah, LLC) to the original Note and Warrant Purchase Agreement, dated as of

November 13, 2014,

as amended from time to time, entered into the Twelfth Amendment to the Note (“Twelfth Amendment”). Pursuant to the Twelfth Amendment, Golisano LLC consented to the secured loan in the amount of

$4,000

from GH to the Company. 

On

July 27, 2018,

GH and Golisano LLC entered into an intercreditor agreement (the “Intercreditor Agreement

2”

) where they agreed that the Great Harbor Note

3

is subordinate to the indebtedness owed to MidCap. The Great Harbor Note

3

is senior to the indebtedness owed to Little Harbor, LLC and Golisano Holdings LLC.

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. In conjunction with this Senior Credit Facility, we issued a warrant to Midcap to purchase

500,000

shares of the Company’s common stock that expired on

January 21, 2018 (

see MidCap Warrant

1

in Note

7

). In addition, 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 calculated interest rate was

7.77%

per annum as of

September 30, 2018.

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 was a member of the Board of Directors of the Company through

January 22, 2018.

2014

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 consolidated balance sheet as of

December 31, 2016.

On

June 2, 2017,

the Company issued an unsecured promissory note (the “Huntington Note”) in favor of

2014

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 regard 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

exercise 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, effective

July 29, 2016,

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

September 30, 2018,

we were

not

in compliance with these financial covenants of the debt agreements; however, the lenders provided the Company with a waiver of the covenant violations through

September 30, 2018.

XML

Note 7 - Warrants and Registration Rights Agreements

9 Months Ended

Sep. 30, 2018

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

September 30, 2018,

and changes during the

nine

months then ended:

	Shares Underlying Warrants			Weig h ted Average Exercise Price
Outstanding, December 31, 2017		15,855,017		$	0.18
Granted		3,000,000			0.14
Canceled / Expired		(500,000	)		0.76
Exercised		-			-
Outstanding, September 30, 2018		18,355,017		$	0.15

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

1”

). 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

1.

The MidCap warrant

1

was

not

exercised and expired on

January 22, 2018.

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.

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 (MidCap Warrant

2

). The Company has reserved

500,000

shares of the Company’s common stock for issuance under MidCap Warrant. The warrant expires on

February 6, 2019.

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 capital lease obligations 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 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

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 times (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 times (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), these warrants 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), 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

September 30, 2018,

we have reserved

4,756,505

shares of our common stock for issuance under the Golisano Warrant.

GH Warrant

In connection with the GH

July 2018

Secured Promissory Note, we issued GH a warrant to purchase an aggregate of

2,500,000

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

$0.01

per share (the

"July 2018

GH Warrant"). The

July 2018

Great Harbor Warrant is exercisable on any business day prior to the expiration date.   The Company has reserved

2,500,000

shares of the Company’s common stock for issuance under the

July 2018

GH Warrant. The

July 2018

GH Warrant expires on

July 27, 2024.

The

July 2018

GH Warrant is also subject to customary adjustments upon any recapitalization, reorganization, stock split, combination of shares, merger or consolidation. The Company estimated the value of the warrant using the Black-Scholes option pricing model and recorded a debt discount of

$1,481

which will be amortized over the term of the GH

July 2018

Secured Promissory Note. Amortized expense was

$178

for the

nine

months ended

September 30, 2018.

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 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

Notes 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 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

Notes 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 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 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

Notes 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 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 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.

In connection with the Golisano LLC,

February 2018

note, we 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

2018

Warrant"). The Golisano

2018

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

2018

Warrant. The Golisano

2018

Warrant expires on

February 6, 2024.

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 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 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

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

“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 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

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 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

Secured Promissory 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 note 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 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.

In connection with the GH

February 2018

Secured Promissory Note, we 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

"February 2018

GH Warrant"). The

February 2018

GH 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

February 2018

GH Warrant. The

February 2018

GH Warrant expires on

February 6, 2024.

JL-US Escrow Warrant

In connection with an

April 5, 2016

Unsecured Promissory Note, we issued into escrow in the name of JL-Utah Sub (“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

unsecured delayed draw promissory 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.

XML

Note 8 - Derivative Liabilities

9 Months Ended

Sep. 30, 2018

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 do

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 comprehensive income (loss) for changes in the estimated fair value of the warrants from the date of issuance to each balance sheet reporting date. As of

September 30, 2018,

we have estimated the total fair value of the derivative liabilities to be

$8,672

as compared to

$6,791

as of

December 31, 2017.

We had the following activity in our derivative liabilities account for the

nine

months ended

September 30, 2018:

Derivative liabilities as of December 31, 2017	$	6,791
Loss on change in fair value of derivative liabilities		1,881
Derivative liabilities as of September 30, 2018	$	8,672

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.

XML

Note 9 - Stockholders' Deficit

9 Months Ended

Sep. 30, 2018

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

NOTE

9

–

STOCKHOLDERS’

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 the

nine

months ended

September 30, 2018,

there were

not

any shares of common stock issued to employees pursuant to the vesting of restricted stock units. As of

September 30, 2018,

6,607,285

shares remain 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 was purchased by the Company for an aggregate repurchase price of less than

$1.

Stock Subscription Receivable

and Loss on Stock Price Guarantee

As of

September 30, 2018,

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

June 6, 2018,

the Company issued

4,166,667

shares of common stock to Platinum Advisory Services, LLC in accordance with the terms of the Equity in Exchange for Services Agreement that the parties entered into on

December 27, 2017,

wherein the Company received advertising services in exchange for the shares.

XML

Note 10 - Subsequent Events

9 Months Ended

Sep. 30, 2018

Notes to Financial Statements

Subsequent Events [Text Block]

NOTE

10

– SUBSEQUENT EVENT

S

Financing

Great Harbor Capital

On 

November 5, 2018, 

the Company issued a Secured Promissory Note in favor of GH, pursuant to which GH has loaned the Company the principal amount of 

$4,000,

 ("Great Harbor Note

4"

). The Great Harbor Note

4

matures on

November 5, 2021.

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

December 1, 2018.

The principal of the Great Harbor Note

4

is payable at maturity. The Great Harbor Note

4

is secured by collateral. The Great Harbor Note

4

is subordinate to the indebtedness owed to MidCap. The Great Harbor Note

4

is senior to the indebtedness owed to Little Harbor, LLC and Golisano Holdings LLC.

The Company also issued to GH a warrant to purchase an aggregate of

2,000,000

shares of Company common stock at an exercise price of 

$.01

 per share (the

"November 2018

Great Harbor Warrant"). The

November 2018

Great Harbor Warrant is exercisable on any business day prior to the expiration date.  The Company has reserved

2,000,000

shares of Company common stock for issuance under the

November 2018

Great Harbor Warrant. The

November 2018

Great Harbor Warrant expires on

November 5, 2024.

The

November 2018

Great Harbor Warrant is also subject to customary adjustments upon any recapitalization, reorganization, stock split up, combination of shares, merger or consolidation. The

November 2018

Great Harbor Warrant grants GH certain registration rights for the shares of Company common stock issuable upon exercise of the

November 2018

Great Harbor Warrant.

Golisano Holdings LLC

The Company entered into the Thirteenth Amendment to the Note and Warrant Purchase Agreement, dated as of

November 5, 2018,

by and among the Company and Golisano LLC, as successor by assignment to JL-Mezz Utah, LLC f/k/a JL-BBNC Mezz Utah, LLC to the original Note and Warrant Purchase Agreement, dated as of

January 22, 2015,

as amended from time to time (the “Thirteenth Amendment”). Pursuant to the Thirteenth Amendment, Golisano LLC consented to the secured loan in the amount of

$4,000

from GH.

The Company also entered into the Fourteenth Amendment to Note and Warrant Purchase Agreement and Limited Consent, dated as of

November 5, 2018,

by and among the Company and Golisano LLC, as successor by assignment to Penta Mezzanine SBIC Fund I, L.P. to the original Note and Warrant Purchase Agreement, dated as of

November 13, 2014,

as amended from time to time (the “Fourteenth Amendment”). Pursuant to the Fourteenth Amendment, Golisano LLC consented to the secured loan in the amount of

$4,000

from GH.

Midcap Funding

X

Trust

On

November 5, 2018,

MidCap consented to the Great Harbor Note

3

and the repayment of the Great Harbor Note

3

in the future. The Company, its subsidiaries and Midcap, as successor-by-assignment from MidCap Financial Trust, are parties to a certain Senior Credit Facility dated as of

January 22, 2015,

as amended from time to time (the "Credit Agreement").

Legal Proceedings

From time to time, we

may

become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters

may

arise from time to time that

may

harm our business. Due to the current situation related to our need for additional capital, we find an increase of threatened litigation and we are working with those parties in order to obtain an outcome that does

not

have a material impact on the Company’s finances.

Other

In

October 2018,

the Company held an auction to divest itself of various unneeded, leased equipment at the Utah facility. In

November 2018,

the Company used proceeds from the auction to pay off the Utah facility’s

two

equipment lessors, Essex Capital and Kariba Capital.

XML

Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2018

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

Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation and Unaudited Information

The condensed consolidated interim financial statements included herein have been prepared by the Company in accordance with United States generally accepted accounting principles, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented

not

misleading. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. Financial results for any interim period are

not

necessarily indicative of financial results that

may

be expected for the fiscal year. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form

10

-K for the year ended

December 31, 2017

filed with the SEC on

April 3, 2018.

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) 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

September 30, 2018

and

December 31, 2017:

	Total		Level 1		Level 2		Level 3
September 30, 2018:
Derivative liabilities	$	8,672	$	-	$	-	$	8,672
December 31, 2017:
Derivative liabilities	$	6,791	$	-	$	-	$	6,791

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

September 30, 2018,

total allowances amounted to

$2,712,

of which

$490

was related to doubtful accounts receivable. As of

December 31, 2017,

total allowances amounted to

$2,534,

of which

$329

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, a market leader in the healthy aging and beauty from within categories, and owner of the Reserveage Nutrition brands, 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

September 30, 2018

and

December 31, 2017

was

$4,346

.

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, 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

$40

for the

three

months ended

September 30, 2018

and

2017.

For the

nine

months ended

September 30, 2018

and

2017,

we recorded amortization of

$121

and

$121,

respectively. As of

September 30, 2018,

and

December 31, 2017,

unamortized deferred gain on sale of assets was

$1,444

and

$1,565,

respectively.

Earnings Per Share, Policy [Policy Text Block]

Net Income (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.

When calculating diluted earnings or loss per share, if the effects are dilutive, companies are required to add back to net income or loss the effects of the change in derivative liabilities related to warrants. Additionally, if the effects of the change in derivative liabilities are added back to net income or loss, companies are required to include the warrants outstanding related to the derivative liability in the calculation of the weighted average dilutive shares. As there was

no

gain on change in derivative liabilities for the

three

and

nine

months ended

September 30, 2018,

there was

no

dilutive effect on net loss and the calculation of the weighted average dilutive shares. The numerator and the denominator of the calculation of basic and diluted net loss per share were identical for the

three

and

nine

months ended

September 30, 2018

and

2017.

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Significant Concentration of Credit Risk

Sales to our top

three

customers aggregated to approximately

30%

and

33%

of total sales for the

three

months ended

September 30, 2018

and

2017,

respectively, and

25%

and

27%

of total sales for the

nine

months ended

September 30, 2018

and

2017.

Sales to

one

of those customers were approximately

15%

and

13%

of total sales for the

three

months ended

September 30, 2018

and

2017,

respectively, and

14%

and

12%

of total sales for the

nine

months ended

September 30, 2018

and

2017,

respectively. Accounts receivable from the top

three

customers were approximately

23%

and

39%

of total accounts receivable as of

September 30, 2018

and

December 31, 2017,

respectively.

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

In

January 2017,

the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 condensed 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 condensed consolidated financial statements.

In

June 2016,

the FASB issued ASU

2016

-

13,

"Financial Instruments- Credit losses (Topic

326

): Measurement of Credit losses on Financial Instruments". ASU

2016

-

13

requires an organization to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Our status as an emerging growth company allows us to defer adoption until the annual period, including interim periods within the annual period, beginning

January 1, 2021.

Management is currently evaluating the requirements of this guidance and has

not

yet determined the impact of the adoption on the Company's financial position or results from operations.

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 chosen to delay our adoption until

January 1, 2019.

Although there are several other new accounting pronouncements issued or proposed by the 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 condensed consolidated financial position or results of operations.

XML

Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2018

Notes Tables

Fair Value, Assets Measured on Recurring Basis [Table Text Block]

	Total		Level 1		Level 2		Level 3
September 30, 2018:
Derivative liabilities	$	8,672	$	-	$	-	$	8,672
December 31, 2017:
Derivative liabilities	$	6,791	$	-	$	-	$	6,791

XML

Note 3 - Inventories (Tables)

9 Months Ended

Sep. 30, 2018

Notes Tables

Schedule of Inventory, Current [Table Text Block]

	September 30, 2018			December 31, 2017
Raw materials	$	2,978		$	5,347
Work in process		231			1,965
Finished goods		7,686			12,236
		10,895			19,548
Reserve for obsolete inventories		(2,286	)		(2,380	)
	$	8,609		$	17,168

XML

Note 4 - Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2018

Notes Tables

Property, Plant and Equipment [Table Text Block]

	September 30, 2018			December 31, 2017
Machinery and equipment	$	12,166		$	12,156
Computers and other		9,614			9,589
Aquifer		482			482
Leasehold improvements		1,553			1,530
		23,815			23,757
Accumulated depreciation and amortization		(21,213	)		(20,588	)
	$	2,602		$	3,169

XML

Note 5 - Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2018

Notes Tables

Schedule of Finite-Lived Intangible Assets [Table Text Block]

	September 30, 2018			December 31, 2017
Trademarks	$	8,915		$	8,915
Indefinite-lived intangible assets		4,346			4,346
Customer relationships		19,110			19,110
Other		753			753
		33,124			33,124
Accumulated amortization		(11,437	)		(10,061	)
	$	21,687		$	23,063

XML

Note 6 - Debt (Tables)

9 Months Ended

Sep. 30, 2018

Notes Tables

Schedule of Debt [Table Text Block]

	September 30, 2018			December 31, 2017
Related Party Debt:
July 2014 note payable to Little Harbor, LLC (converted to a new note in February 2018)	$	3,267		$	3,267
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			3,000
February 2018 note payable to Great Harbor Capital, LLC		2,000			-
July 2018 note payable to Great Harbor Capital, LLC, net of discount of $1,303 at September 30, 2018		3,697			-
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			3,267
February 2018 note payable to Golisano Holdings LLC		2,000			-
November 2014 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 $881 and $1,491 as of September 30, 2018 and December 31, 2017, respectively		7,119			6,509
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 $1,143 and $1,829 as of September 30, 2018 and December 31, 2017, respectively		3,857			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 $78 and $130 as of September 30, 2018 and December 31, 2017, respectively		1,922			1,869
Total related party debt		63,669			54,623
Senior Credit Facility with Midcap		9,014			12,088
Other Debt:
April 2016 note payable to JL-Utah Sub, LLC		125			313
Capital lease obligations, net of discount of $52 and $210 as of September 30, 2018 and December 31, 2017, respectively		389			1,252
Huntington Holdings		3,200			3,200
Total other debt		3,714			4,765
Total debt		76,397			71,476
Less current portion		(73,173	)		(68,093	)
Long-term debt	$	3,224		$	3,383

XML

Note 7 - Warrants and Registration Rights Agreements (Tables)

9 Months Ended

Sep. 30, 2018

Notes Tables

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

	Shares Underlying Warrants			Weig h ted Average Exercise Price
Outstanding, December 31, 2017		15,855,017		$	0.18
Granted		3,000,000			0.14
Canceled / Expired		(500,000	)		0.76
Exercised		-			-
Outstanding, September 30, 2018		18,355,017		$	0.15

XML

Note 8 - Derivative Liabilities (Tables)

9 Months Ended

Sep. 30, 2018

Notes Tables

Schedule of Derivative Liabilities at Fair Value [Table Text Block]

Derivative liabilities as of December 31, 2017	$	6,791
Loss on change in fair value of derivative liabilities		1,881
Derivative liabilities as of September 30, 2018	$	8,672

XML

Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details Textual) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2018 USD ($)	Sep. 30, 2017 USD ($)	Sep. 30, 2018 USD ($)	Sep. 30, 2017 USD ($)	Dec. 31, 2017 USD ($)
Allowance for Doubtful Accounts Receivable, Current, Ending Balance	$ 2,712		$ 2,712		$ 2,534
Allowance for Accounts Receivable, Current, Doubtful Accounts	490		490		329
Indefinite-lived Intangible Assets (Excluding Goodwill), Ending Balance	$ 4,346		$ 4,346		4,346
Lessor, Operating Lease, Term of Contract	15 years		15 years
Amortization of Deferred Gain on Sale of Assets	$ 40	$ 40	$ 121	$ 121
Deferred Gain on Sale of Property	$ 1,444		$ 1,444		$ 1,565
Sales Revenue, Net [Member] | Top Three Customers [Member] | Customer Concentration Risk [Member]
Number of Major Customers	3	3	3	3
Concentration Risk, Percentage	30.00%	33.00%	25.00%	27.00%
Sales Revenue, Net [Member] | One of Top Three Customers [Member] | Customer Concentration Risk [Member]
Number of Major Customers	1	1	1	1
Concentration Risk, Percentage	15.00%	13.00%	14.00%	12.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member]
Number of Major Customers			3		3
Concentration Risk, Percentage			23.00%		39.00%
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	Sep. 30, 2018	Dec. 31, 2017
Derivative liabilities	$ 8,672	$ 6,791
Fair Value, Measurements, Recurring [Member]
Derivative liabilities	8,672	6,791
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Derivative liabilities
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Derivative liabilities
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Derivative liabilities	$ 8,672	$ 6,791

XML

Note 2 - Going Concern (Details Textual) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Retained Earnings (Accumulated Deficit), Ending Balance	$ (273,373)	$ (253,963)
Working Capital Deficiency	83,081
Long-term Debt, Current Maturities, Total	$ 73,173	$ 68,093

XML

Note 3 - Inventories - Summary of Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Raw materials	$ 2,978	$ 5,347
Work in process	231	1,965
Finished goods	7,686	12,236
	10,895	19,548
Reserve for obsolete inventories	(2,286)	(2,380)
	$ 8,609	$ 17,168

XML

Note 4 - Property and Equipment (Details Textual) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Capital Leased Assets, Gross, Total	$ 613		$ 613		$ 777
Depreciation, Total	$ 201	$ 222	$ 625	$ 669

XML

Note 4 - Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Property and equipment	$ 23,815	$ 23,757
Accumulated depreciation and amortization	(21,213)	(20,588)
	2,602	3,169
Machinery and Equipment [Member]
Property and equipment	12,166	12,156
Computers and Other [Member]
Property and equipment	9,614	9,589
Aquifer [Member]
Property and equipment	482	482
Leasehold Improvements [Member]
Property and equipment	$ 1,553	$ 1,530

XML

Note 5 - Intangible Assets (Details Textual) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Amortization of Intangible Assets, Total	$ 459	$ 582	$ 1,376	$ 1,747
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

XML

Note 5 - Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Indefinite-lived intangible assets	$ 4,346	$ 4,346
	33,124	33,124
Accumulated amortization	(11,437)	(10,061)
	21,687	23,063
Trademarks [Member]
Intangible assets	8,915	8,915
Customer Relationships [Member]
Intangible assets	19,110	19,110
Other Intangible Assets [Member]
Intangible assets	$ 753	$ 753

XML

Note 6 - Debt (Details Textual) - USD ($) $ / shares in Units, $ in Thousands																3 Months Ended	9 Months Ended	10 Months Ended	12 Months Ended
	Jun. 02, 2019	Sep. 30, 2018	Jul. 27, 2018	Feb. 06, 2018	Aug. 30, 2017	Mar. 14, 2017	Dec. 31, 2016	Sep. 02, 2016	Jul. 21, 2016	Apr. 05, 2016	Mar. 21, 2016	Jan. 28, 2016	Feb. 06, 2015	Jan. 22, 2015	Nov. 13, 2014	Sep. 30, 2018	Sep. 30, 2018	Jun. 02, 2017	Dec. 31, 2017	Dec. 31, 2016	Aug. 15, 2017	Jul. 25, 2017	Mar. 08, 2017	Aug. 06, 2016	Feb. 04, 2015
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		18,355,017														18,355,017	18,355,017		15,855,017
Loss on Stock Purchase Guarantees																				$ 3,210
Common Stock, Shares Subscribed but Unissued, Return																					778,385
Common Stock, Shares Subscribed but Unissued		1,528,384														1,528,384	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
Debt Instrument, Fee Amount														540
Line of Credit Facility, Maximum Borrowing Capacity								$ 17,000						$ 15,000
Line of Credit Facility, Potential Maximum Borrowing Capacity								$ 20,000
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%
Debt Instrument, Interest Rate, Effective Percentage		7.77%														7.77%	7.77%
Related Party August 2017 Note Payable to Great Harbor LLC [Member]
Long-term Debt, Total		$ 3,000														$ 3,000	$ 3,000		$ 3,000
Minimum Liquidity				$ 1,000
Related Party Debt November 2014 Note Payable to Golisano Holdings LLC (Formerly Penta Mezzanine SBIC Fund I, L.P.) [Member]
Long-term Debt, Total		7,119														7,119	7,119		6,509
Debt Instrument, Face Amount			$ 4,000
Related-Party Debt January 2015 Note Payable to Golisano Holdings LLC (Formerly Payable to JL-BBNC Mezz Utah, LLC) [Member]
Long-term Debt, Total		$ 3,857														$ 3,857	$ 3,857		3,171
Debt Instrument, Face Amount			4,000
Great Harbor Capital, LLC [Member]
Proceeds from Notes Payable, Total			$ 5,000
Golisano Holdings LLC [Member]
Debt Instrument, Periodic Payment, Total															$ 360
Debt Instrument, Interest Rate, Stated Percentage													8.00%	8.00%	12.00%								8.00%
Debt Instrument, Face Amount													$ 2,000
Debt Instrument, Periodic Payment, Principal													90	$ 250
Proceeds from Notes Payable, Total														$ 5,000	$ 8,000
Debt Instrument Periodic Principal Payments Due in Next Four Quarters													110		440
Debt Instrument Periodic Principal Payments Due Thereafter													130		$ 520
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	$ 4,389	$ 3,770
Debt Instrument, Fee Amount													$ 90	152	$ 273
Increased Debt Instrument Periodic Payment														$ 350
Debt Instrument, Maturity Date													Nov. 13, 2019	Feb. 13, 2020	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
Common Stock, Shares Subscribed but Unissued, Return		778,385														778,385	778,385
Common Stock, Shares Subscribed but Unissued		749,999														749,999	749,999
Common Stock, Shares Subscribed but Unissued, Option to Purchase Shares Price																					$ 140
Common Stock, Shares Subscribed but Unissued, Option to Purchase Shares																					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%	8.50%								8.50%
Debt Instrument, Face Amount				$ 2,000	$ 3,000		$ 2,500				$ 7,000	$ 2,500								$ 2,500
Debt Instrument, Periodic Payment, Principal											$ 292	$ 104
Debt Instrument, Maturity Date			Jan. 27, 2020	Feb. 06, 2021	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, LLC [Member]
Debt Instrument, Maturity Date		Jul. 25, 2017
Notes Payable, Other Payables [Member] | Little Harbor [Member]
Debt Instrument, Periodic Payment, Total																	$ 4,900
Debt Instrument, Term																	3 years
Debt Instrument, Obligation Termination, Stock Price Trigger		5.06														5.06	5.06
Long-term Debt, Total																						$ 3,267
Debt Instrument, Interest Rate, Stated Percentage		8.50%														8.50%	8.50%
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
Proceeds from Related Party Debt																$ 0			$ 0	$ 4,770
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	$ 2,500				$ 7,000	$ 2,500								$ 2,500
Debt Instrument, Periodic Payment, Principal											$ 292	$ 104
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
Unsecured Promissory Note [Member] | Huntington Holdings, LLC [Member]
Debt Instrument, Interest Rate, Stated Percentage																					8.50%
Debt Instrument, Face Amount																					$ 3,200
Interest Paid, Including Capitalized Interest, Operating and Investing Activities, Total																		$ 50
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
Proceeds from Related Party Debt																				$ 4,770
Debt Instrument, Maturity Date									Jan. 28, 2019
Secured Debt [Member] | Golisano Holdings LLC [Member]
Debt Instrument, Interest Rate, Stated Percentage				8.50%
Debt Instrument, Face Amount				$ 2,000
Notes Payable Maturing in March 2019 [Member] | JL [Member]
Debt Instrument, Interest Rate, Stated Percentage										8.50%
Debt Instrument, Periodic Payment, Principal										$ 21
Notes Payable to Bank, Noncurrent										$ 500

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Note 6 - Debt - Summary of Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Other debt	$ 76,397	$ 71,476
Total debt	76,397	71,476
Less current portion	(73,173)	(68,093)
Long-term debt	3,224	3,383
Capital Lease Obligations [Member]
Capital lease obligations, net of discount of $52 and $210 as of September 30, 2018 and December 31, 2017, respectively	389	1,252
Related Party July 2014 Note Payable to Little Harbor, LLC, [Member]
Long-term debt, net	3,267	3,267
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	3,000
Related Party February 2018 Note Payable to Great Harbor LLC [Member]
Long-term debt, net	2,000
Related Party July 2018 Note Payable To Great Harbor LLC [Member]
Long-term debt, net	3,697
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	3,267
Related Party February 2018 Note Payable to Golisano Holdings LLC [Member]
Long-term debt, net	2,000
Related Party Debt November 2014 Note Payable to Golisano Holdings LLC (Formerly Penta Mezzanine SBIC Fund I, L.P.) [Member]
Long-term debt, net	7,119	6,509
Related-Party Debt January 2015 Note Payable to Golisano Holdings LLC (Formerly Payable to JL-BBNC Mezz Utah, LLC) [Member]
Long-term debt, net	3,857	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	1,922	1,869
Related Party Debt [Member]
Long-term debt, net	63,669	54,623
Senior Credit Facility With Midcap [Member]
Long-term debt, net	9,014	12,088
April 2016 Note Payable To JL-Utah Sub, LLC [Member]
Long-term debt, net	125	313
Unsecured Promissory Note with Huntington Holdings, LLC [Member]
Long-term debt, net	3,200	3,200
Debt Other Than Related Party Debt and Credit Facility [Member]
Other debt	3,714	4,765
Total debt	$ 3,714	$ 4,765

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Note 6 - Debt - Summary of Debt (Details) (Parentheticals) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Capital Lease Obligations [Member]
Debt instrument, unamortized discount	$ 52	$ 210
Related Party July 2018 Note Payable To Great Harbor LLC [Member]
Debt instrument, unamortized discount	1,303
Related Party Debt November 2014 Note Payable to Golisano Holdings LLC (Formerly Penta Mezzanine SBIC Fund I, L.P.) [Member]
Debt instrument, unamortized discount	881	1,491
Related-Party Debt January 2015 Note Payable to Golisano Holdings LLC (Formerly Payable to JL-BBNC Mezz Utah, LLC) [Member]
Debt instrument, unamortized discount	1,143	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	$ 78	$ 130

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Note 7 - Warrants and Registration Rights Agreements (Details Textual) - USD ($)			1 Months Ended	9 Months Ended		12 Months Ended
	Feb. 06, 2016	Nov. 13, 2014	Apr. 30, 2015	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2016	Feb. 28, 2018	Feb. 06, 2018	Dec. 31, 2017	Aug. 30, 2017	Mar. 31, 2017	Jul. 31, 2016	Apr. 05, 2016	Mar. 21, 2016	Jan. 28, 2016	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				18,355,017					15,855,017
Class of Warrant or Right, Exercise Price of Warrants or Rights				$ 0.15					$ 0.18
Class of Warrant or Right, Exercised During Period, Number of Securities Called by Warrants or Rights
Amortization of Debt Discount (Premium)				$ 1,683,000	$ 1,774,000
Related Party July 2018 Note Payable To Great Harbor LLC [Member]
Amortization of Debt Discount (Premium)				$ 178,000
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
July 2018 GH Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights				1,481,000
Class of Warrant or Right, Exercise Price of Warrants or Rights				$ 0.01
Common Stock, Capital Shares Reserved for Future Issuance				2,500,000
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right				2,500,000
January 2016 Golisano Warrant [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights															$ 0.01
Common Stock, Capital Shares Reserved for Future Issuance															1,136,363
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right															1,136,363
March 2016 Golisano Warrant [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights														$ 0.01
Common Stock, Capital Shares Reserved for Future Issuance														3,181,816
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right														3,181,816
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
Golisano LLC December 2016 Warrant [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights						$ 0.01
Common Stock, Capital Shares Reserved for Future Issuance						1,136,363
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right						1,136,363
Golisano LLC March 2017 Warrant [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights											$ 0.01
Common Stock, Capital Shares Reserved for Future Issuance											1,484,847
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right											1,484,847
Golisano Warrants [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights								$ 0.01				$ 0.01
Common Stock, Capital Shares Reserved for Future Issuance								1,818,182				2,168,178
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right								1,818,182				2,168,178
January 2016 GH Warrant [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights															$ 0.01
Common Stock, Capital Shares Reserved for Future Issuance															1,136,363
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right															1,136,363
March 2016 GH Warrant [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights														$ 0.01
Common Stock, Capital Shares Reserved for Future Issuance														3,181,816
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right														3,181,816
December 2016 GH Warrant [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights						$ 0.01
Common Stock, Capital Shares Reserved for Future Issuance						1,136,363
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right						1,136,363
August 2017 GH Warrant [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights										$ 0.01
Common Stock, Capital Shares Reserved for Future Issuance										1,363,636
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right										1,363,636
November 2018 Great Harbor Warrant [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights							$ 0.01
Common Stock, Capital Shares Reserved for Future Issuance							1,818,182
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right							1,818,182
JL Warrants [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights													$ 0.01
Common Stock, Capital Shares Reserved for Future Issuance													227,273
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right													227,273
Midcap Funding X Trust [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights								500,000												500,000
Class of Warrant or Right, Exercise Price of Warrants or Rights								$ 0.76												$ 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				4,960,740														4,960,740
Class of Warrant or Right, Exercise Price of Warrants or Rights																		$ 0.01
Proceeds from Notes Payable, Total		$ 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)	9 Months Ended
	Sep. 30, 2018 $ / shares shares
Outstanding, beginning balance (in shares) | shares	15,855,017
Outstanding, weighted average exercise price (in dollars per share) | $ / shares	$ 0.18
Granted (in shares) | shares	3,000,000
Granted, weighted average exercise price (in dollars per share) | $ / shares	$ 0.14
Canceled / Expired (in shares) | shares	(500,000)
Canceled / expired, weighted average exercise price (in dollars per share) | $ / shares	$ 0.76
Exercised (in shares) | shares
Exercised, weighted average exercise price (in dollars per share) | $ / shares
Outstanding, ending balance (in shares) | shares	18,355,017
Outstanding, weighted average exercise price (in dollars per share) | $ / shares	$ 0.15

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Note 8 - Derivative Liabilities (Details Textual) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Derivative Liability, Total	$ 8,672	$ 6,791

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Note 8 - Derivative Liabilities - Activity in Derivative Liabilities Account (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Derivative liabilities as of December 31, 2017			$ 6,791
Loss on change in fair value of derivative liabilities	$ 2,269	$ 393	1,881	$ 1,688
Derivative liabilities as of September 30, 2018	$ 8,672		$ 8,672

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Note 9 - Stockholders' Deficit (Details Textual) - USD ($)			9 Months Ended
	Jun. 06, 2018	Jan. 05, 2017	Sep. 30, 2018	Dec. 31, 2017
Preferred Stock, Shares Authorized			500,000,000
Preferred Stock, Par or Stated Value Per Share			$ 0.001
Preferred Stock, Shares Issued, Total			0
Stock Issued During Period, Shares, Restricted Stock Award, Gross			0
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant			6,607,285
Stock Issued During Period Shares Warrants Exercised		642,366
Stock Issued During Period Value Warrants Exercised		$ 1
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%
Platinum [Member]
Stock Issued During Period, Shares, New Issues	4,166,667
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 - Subsequent Events (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	Nov. 05, 2018	Sep. 30, 2018	Jul. 27, 2018	Feb. 28, 2018	Dec. 31, 2017
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		18,355,017			15,855,017
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 0.15			$ 0.18
November 2018 Great Harbor Warrant [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights				$ 0.01
Subsequent Event [Member] | November 2018 Great Harbor Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	2,000,000
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.01
Great Harbour Note 4 [Member] | Subsequent Event [Member]
Debt Instrument, Face Amount	$ 4,000
Debt Instrument, Interest Rate, Stated Percentage	8.50%
Related-Party Debt January 2015 Note Payable to Golisano Holdings LLC (Formerly Payable to JL-BBNC Mezz Utah, LLC) [Member]
Debt Instrument, Face Amount			$ 4,000
Long-term Debt, Total		$ 3,857			$ 3,171
Related-Party Debt January 2015 Note Payable to Golisano Holdings LLC (Formerly Payable to JL-BBNC Mezz Utah, LLC) [Member] | Subsequent Event [Member]
Long-term Debt, Total	$ 4,000