Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 28, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Entity Central Index Key | 0001083522 | ||
Entity Registrant Name | JONES SODA CO | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Transition Report | false | ||
Entity File Number | 000-28820 | ||
Entity Incorporation, State or Country Code | WA | ||
Entity Tax Identification Number | 52-2336602 | ||
Entity Address, Address Line One | 66 South Hanford Street, Suite 150 | ||
Entity Address, City or Town | Seattle | ||
Entity Address, State or Province | WA | ||
Entity Address, Postal Zip Code | 98134 | ||
City Area Code | 206 | ||
Local Phone Number | 624-3357 | ||
Title of 12(g) Security | Common Stock, no par value | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 29,707,980 | ||
Entity Common Stock, Shares Outstanding | 91,866,024 | ||
Auditor Name | Armanino LLP | ||
Auditor Location | Bellevue, Washington | ||
Auditor Firm ID | 32 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 4,667 | $ 4,614 |
Accounts receivable, net of allowance of $114 and $93 | 2,662 | 1,581 |
Inventory | 1,923 | 1,856 |
Prepaid expenses and other current assets | 358 | 193 |
Total current assets | 9,610 | 8,244 |
Fixed assets, net of accumulated depreciation of $627 and $554 | 238 | 305 |
Right of use lease asset | 365 | 471 |
Other assets | 33 | 33 |
Total assets | 10,246 | 9,053 |
Current liabilities: | ||
Accounts payable | 1,239 | 1,385 |
Accrued expenses | 1,544 | 853 |
Lease liability, current portion | 109 | 102 |
Taxes payable | 8 | 6 |
Current portion of accrued interest expense | 55 | 0 |
Current portion of SBA Loan | 0 | 140 |
Total current liabilities | 3,585 | 2,486 |
Net convertible subordinated notes payable, net of current portion | 1,778 | 1,386 |
Accrued interest expense, net of current portion | 0 | 232 |
SBA loan, net of current portion | 0 | 195 |
Lease liability, net of current portion | 266 | 375 |
Total liabilities | 5,629 | 4,674 |
Commitment and contingencies (Note 9) | 0 | 0 |
Shareholders’ equity: | ||
Common stock, no par value: Authorized — 100,000,000; issued and outstanding shares — 64,977,677 shares and 61,975,748 shares, respectively | 76,017 | 73,953 |
Accumulated other comprehensive income | 396 | 411 |
Accumulated deficit | (71,796) | (69,985) |
Total shareholders’ equity | 4,617 | 4,379 |
Total liabilities and shareholders’ equity | 10,246 | 9,053 |
Convertible Subordinated Notes Payable [Member] | ||
Current liabilities: | ||
Convertible notes payable | 92 | 0 |
Contingent Convertible Debentures [Member] | ||
Current liabilities: | ||
Convertible notes payable | $ 538 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ / shares in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts receivable, allowance | $ 114,000 | $ 93,000 |
Fixed assets, accumulated depreciation | $ 627,000 | $ 554,000 |
Common stock, no par value (in dollars per share) | $ 0 | $ 0 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 67,840,941 | 61,975,748 |
Common stock, shares outstanding (in shares) | 67,840,941 | 61,975,748 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | $ 14,792 | $ 11,895 |
Cost of goods sold | 10,394 | 9,216 |
Gross profit | 4,398 | 2,679 |
Operating expenses: | ||
Selling and marketing | 3,003 | 2,579 |
General and administrative | 3,302 | 2,928 |
Total operating expenses | 6,305 | 5,507 |
Loss from operations | (1,907) | (2,828) |
Interest income | 4 | 24 |
Interest expense | (225) | (151) |
Other income (expense), net | 344 | (15) |
Loss before income taxes | 1,784 | 2,970 |
Income tax expense, net | (27) | (27) |
Net loss | $ (1,811) | $ (2,997) |
Net loss per share - basic and diluted (in dollars per share) | $ (0.03) | $ (0.05) |
Weighted average common shares outstanding - basic and diluted (in shares) | 65,542,609 | 61,792,285 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Net loss | $ (1,811) | $ (2,997) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | (15) | 69 |
Total comprehensive loss | $ (1,826) | $ (2,928) |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Common Stock Including Additional Paid in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Dec. 31, 2019 | 61,566,076 | |||
Balance at Dec. 31, 2019 | $ 73,773 | $ 342 | $ (66,988) | $ 7,127 |
Share based compensation (in shares) | 409,672 | |||
Share based compensation | $ 168 | 0 | 0 | 168 |
Beneficial conversion feature on paid-in-kind interest | 12 | 0 | 0 | 12 |
Net Income (Loss) Attributable to Parent, Total | 0 | 0 | (2,997) | (2,997) |
Other comprehensive income (loss) | $ 0 | 69 | 0 | $ 69 |
Balance (in shares) at Dec. 31, 2020 | 61,975,748 | 61,975,748 | ||
Balance at Dec. 31, 2020 | $ 73,953 | 411 | (69,985) | $ 4,379 |
Share based compensation (in shares) | 0 | |||
Share based compensation | $ 147 | 0 | 0 | 147 |
Net Income (Loss) Attributable to Parent, Total | 0 | 0 | (1,811) | (1,811) |
Other comprehensive income (loss) | $ 0 | (15) | 0 | (15) |
Common stock issued upon conversion of notes payable (in shares) | 5,064,137 | |||
Common stock issued upon conversion of notes payable | $ 1,621 | 0 | 0 | $ 1,621 |
Issuance of common stock upon exercise of stock options (in shares) | 801,056 | 797,306 | ||
Issuance of common stock upon exercise of stock options | $ 296 | $ 296 | ||
Balance (in shares) at Dec. 31, 2021 | 67,840,941 | 67,840,941 | ||
Balance at Dec. 31, 2021 | $ 76,017 | $ 396 | $ (71,796) | $ 4,617 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (1,811,000) | $ (2,997,000) |
Adjustments to reconcile net loss to net cash flows from operating activities: | ||
Depreciation and amortization | 166,000 | 136,000 |
Stock-based compensation | 144,000 | 174,000 |
Change in allowance for doubtful accounts | 21,000 | 49,000 |
Forgiveness of PPP SBA loan | (335,000) | 0 |
Loss on sale of fixed asset | 5,000 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,129,000) | (46,000) |
Inventory | (66,000) | (63,000) |
Prepaid expenses and other current assets | (164,000) | 83,000 |
Accounts payable | (147,000) | 824,000 |
Accrued expenses | 783,000 | 307,000 |
Taxes payable | 1,000 | (4,000) |
Other liabilities | 4,000 | 5,000 |
Net cash used in operating activities | (2,528,000) | (1,532,000) |
INVESTING ACTIVITIES: | ||
Sale of fixed assets | 4,000 | 0 |
Purchase of fixed assets | (35,000) | (214,000) |
Net cash used in investing activities | (31,000) | (214,000) |
FINANCING ACTIVITIES: | ||
Proceeds from exercise of stock options | 296,000 | 0 |
Proceeds from PPP SBA loan | 0 | 335,000 |
Payment of taxes on RSU withholding | 0 | (6,000) |
Net cash provided by financing activities | 2,612,000 | 329,000 |
Net change in cash and cash equivalents | 53,000 | (1,417,000) |
Effect of exchange rate changes on cash | 0 | 62,000 |
Cash and cash equivalents, beginning of period | 4,614,000 | 5,969,000 |
Cash and cash equivalents, end of period | 4,667,000 | 4,614,000 |
Supplemental disclosure: | ||
Income taxes | 24,000 | 22,000 |
Supplemental disclosure of non-cash transactions: | ||
Conversion of notes payable | 1,621,000 | 0 |
Recognition of lease liability and right-of-use asset | 0 | 556,000 |
Beneficial conversion feature on convertible notes and accrued interest | 4,000 | 12,000 |
Convertible Subordinated Notes Payable [Member] | ||
FINANCING ACTIVITIES: | ||
Proceeds from issuance of convertible notes | 1,778,000 | |
Contingent Convertible Debentures [Member] | ||
FINANCING ACTIVITIES: | ||
Proceeds from issuance of convertible notes | $ 538,000 |
Note 1 - Nature of Operations a
Note 1 - Nature of Operations and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 1. Nature of Operations and Summary of Significant Accounting Policies Jones Soda Co. develops, produces, markets and distributes premium beverages which it sells and distributes primarily in the United States and Canada through its network of independent distributors and directly to its national and regional retail accounts. In addition, following the closing of the Plan of Arrangement, we intend to use the proceeds from our recent financings exclusively for the purpose of expanding our business to the production of cannabis-containing beverages and related products. We are a Washington corporation and havethree operating subsidiaries, Jones Soda Co. (USA) Inc., Jones Soda (Canada) Inc., and Jones Soda Cannabis Inc. (Subsidiaries). Basis of presentation and consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and the Securities and Exchange Commission (SEC) rules and regulations applicable to financial reporting. The consolidated financial statements include our accounts and accounts of our wholly owned subsidiaries. All intercompany transactions between us and our subsidiaries have been eliminated in consolidation. Liquidity As of December 31, 2021 2020, 2021 2020 For the year ended December 31, 2021, 1 “2021 December 31, 2021 February 9, 2022 ( December 31, 2020, May 2021. December 31, 2021 December 31, 2020. December 31, 2021 December 31, 2020. In addition to the 2021 1 two December 31, 2021 13. February 9, 2022 $3,000,000 February 15, 2022, one one 12 During 2021 2020, may may We may may 19 may may may may not may may not may may may not Use of estimates The preparation of the consolidated financial statements requires management to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates and assumptions include, but are not Cash and cash equivalents We consider all highly liquid short-term investments with an original or remaining maturity of three Fair value of financial instruments Applicable accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). We measure our assets and liabilities using inputs from the following three 1 2 not 3 The carrying amounts for cash and cash equivalents, receivables, and payables approximate fair value due to the short-term maturity of these instruments. During the first 2018, “2018 2018 December 31, 2021 2020, 2018 2 On July 14, 2021, 2021 1 2021 December 31, 2021. 2021 2 Accounts receivable Our accounts receivable balance primarily includes balances from trade sales to distributors and retail customers. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance for doubtful accounts based primarily on historical write-off experience. Account balances that are deemed uncollectible, are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Allowances for doubtful accounts of approximately $114,000 and $93,000 as of December 31, 2021 2020, Activity in the allowance for doubtful accounts consists of the following for the years ended December 31 ( 2021 2020 Balance, beginning of year $ 93 $ 44 Net charges to bad debt expense 42 95 Write-offs (21 ) (46 ) Balance, end of year $ 114 $ 93 As of December 31, 2021, one December 31, 2020, one Inventories Inventories consist of raw materials and finished goods and are stated at the lower of cost or net realizable value and include adjustments for estimated obsolete or excess inventory. Cost is based on actual cost on a first first twelve may December 31, 2021 2020, Fixed assets Fixed assets are recorded at cost less accumulated depreciation and are depreciated on the declining balance basis over the estimated useful lives of the assets as follows: Asset Rate Equipment 20% to 30% Vehicles and office and computer equipment 30% Impairment of long-lived assets Long-lived assets, which include fixed assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not Foreign currency translation The functional currency of our Canadian subsidiary is the Canadian dollar. We translate assets and liabilities related to these operations to U.S. dollars at the exchange rate in effect at the date of the consolidated balance sheet; we convert revenues and expenses into U.S. dollars using the average monthly exchange rates. Translation gains and losses are reported as a separate component of accumulated other comprehensive income. Transaction gains and losses arising from the transactions denominated in a currency other than the functional currency are included in other expense, net in the accompanying consolidated statement of operations. Net transaction gain was $18,000 for 2021 2020. Revenue recognition The Company recognizes revenue under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers 606” five five Step 1: Step 2: Step 3: Step 4: Step 5: See Note 11, Because the Company’s agreements have an expected duration of one 606 10 50 14 not Our contracts have a single performance obligation which is satisfied at the point in time when the customer has title and the significant risks and rewards of ownership of the product. Effective March 1, 2021, March 1, 2021, December 31, 2021 2020, Revenue is recorded net of provisions for discounts, slotting fees payable by us to retailers to stock our products and promotion allowances. Discounts, slotting fees and promotional allowances vary the consideration the Company is entitled to in exchange for the sale of products to distributors. The Company estimates these discounts, slotting fees and promotional allowances in the same period that the revenue is recognized for product sales to customers. These estimates are based on contract terms and our historical experience with similar programs and require management judgement with respect to estimating customer participation and performance levels. Differences between estimated expense and actual costs are normally insignificant and are recognized in earnings in the period such differences are determined. The amount of revenue recognized represents the amount that will not December 31, 2021 2020, All sales to distributors and customers are generally final. In limited instances we may not 30 15 Advertising costs Advertising costs, which also include promotions and sponsorships, are expensed as incurred. During the years ended December 31, 2021 2020, Income taxes We account for income taxes by recognizing the amount of taxes payable for the current year and deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. We perform periodic evaluations of recorded tax assets and liabilities and maintain a valuation allowance, if considered necessary based on whether they are more likely than not December 31, 2021 2020. Net loss per share Basic net loss per share is computed using the weighted average number of common shares outstanding during the periods. Diluted earnings per share is computed by adjusting the weighted average number of common shares by the effective net exercise or conversion of all dilutive securities. Due to the net loss in 2021 2020, 2018 Comprehensive loss Comprehensive loss is comprised of net loss and translation adjustments. We do not Seasonality Our sales are seasonal and we experience fluctuations in quarterly results as a result of many factors. We historically have generated a greater percentage of our revenues during the warm weather months of April September. may may not not Deferred financing costs We defer costs related to the issuance of debt which are included on the accompanying balance sheets as a deduction from the debt liability. Deferred financing costs are amortized over the term of the related loan and are included as a component of interest expense on the accompanying consolidated statements of operations. Recent accounting guidance In August, 2020, 2020 06, December 15, 2021, 2020 06 In June 2016, 2016 13, 2016 13” first 2023 2016 13 |
Note 2 - Inventory
Note 2 - Inventory | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | 2. Inventory Inventory consisted of the following as of December 31 ( December 31, 2021 December 31, 2020 Finished goods $ 1,361 $ 1,142 Raw materials 562 714 $ 1,923 $ 1,856 Finished goods primarily include product ready for shipment, as well as promotional merchandise held for sale. Raw materials primarily include ingredients, concentrate and packaging. |
Note 3 - Fixed Assets
Note 3 - Fixed Assets | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | 3. Fixed Assets Fixed assets consisted of the following as of December 31 ( 2021 2020 Vehicles $ 496 $ 525 Leasehold improvements and equipment 210 146 Office and computer equipment 159 188 865 859 Accumulated depreciation (627 ) (554 ) $ 238 $ 305 |
Note 4 - Accrued Expenses
Note 4 - Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | 4. Accrued Expenses Accrued expenses consisted of the following as of December 31 ( 2021 2020 Employee benefits $ 405 $ 86 Selling and marketing 354 187 Other accruals 785 580 $ 1,544 $ 853 |
Note 5 - Convertible Debentures
Note 5 - Convertible Debentures | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Convertible Subordinated Notes Payable [Text Block] | 5. Convertible Debentures 2018 On March 23, 2018, April 18, 2018, “2018 The 2018 four March 23, 2022, April 18, 2022. 2018 2018 $0.32 No The 2018 During the year ended December 31 2021, 2018 2018 2018 December, 2021. no 2018 December 31, 2020. The fair value of our common stock on the March 23, 2018, 2018 2018 April 18, 2018, 2018 not 2018 March 23, 2018 2018 2018 December 31, 2021 2020, December 31, 2021 2020. December 31, 2021, 2022. 2021 On July 14, 2021, 2021 1 one one one 2021 1 December 31, 2021. The closing of the Plan of Arrangement (as defined below in Note 13 2021 The terms of the 2021 2021 2021 |
Note 6 - Lease Obligations
Note 6 - Lease Obligations | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Lessee, Operating Leases [Text Block] | 6. Lease Obligations We currently lease approximately 6,500 square feet of retail/office space in Seattle, Washington for our principal executive and administrative offices. The initial term of the lease was five February 2020, February 28, 2025. December 31, 2021, During the years ended December 31, 2021 2020, December 31, 2021 2020, Management fees and other operational expenses were immaterial. Cash payments on our operating lease are presented as operating cash outflows in the consolidated statements of cash flows. Under the lease amendment, the annual payments excluding management fees and other operations expenses will be as follows (in thousands): 2022 $ 122 2023 126 2024 130 2025 22 Total lease payments 400 Less: imputed interest (25 ) Total remaining lease liability $ 375 |
Note 7 - Shareholders' Equity
Note 7 - Shareholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 7. Shareholders Equity Under the terms of our 2011 may January 1st may may not Under the terms of the Plan, the Board may may ten first one In March 2021, April 1, 2021 April 1, 2023 May 13, 2021. On September 30, 2021, As of December 31, 2021, (a) Stock options: A summary of our stock option activity is as follows: Outstanding Options Number of Shares Weighted Average Exercise Price (Per Share) Balance at January 1, 2021 3,589,783 $ 0.36 Options granted 1,323,450 0.49 Options exercised (797,306 ) 0.37 Options forfeited/expired (810,416 ) 0.48 Balance at December 31, 2021 3,305,511 $ 0.38 Exercisable, December 31, 2021 1,616,439 $ 0.34 Vested and expected to vest 2,808,039 $ 0.37 Outstanding Options Number of Shares Weighted Average Exercise Price Balance at January 1, 2020 3,495,601 $ 0.46 Options granted 1,329,450 0.21 Options cancelled/expired (1,235,268 ) 0.49 Balance at December 31, 2020 3,589,783 $ 0.36 Exercisable, December 31, 2020 2,544,290 $ 0.40 Vested and expected to vest 3,310,406 $ 0.37 The following table summarizes information about stock options outstanding and exercisable under our stock incentive plans at December 31, 2021: Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Per Share Number Exercisable Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Per Share $0.15 to $0.50 2,920,511 7.42 $ 0.31 1,556,439 6.11 $ 0.32 $0.51 to $1.09 380,000 8.55 0.87 60,000 1.67 0.81 $1.10 to $2.99 5,000 9.59 1.33 - - - 3,305,511 7.56 0.38 1,616,436 5.94 0.34 (b) Restricted stock awards: Prior to December 31, 2019, one first January one $15,000 first There was no 2021. 2020 Restricted Shares Weighted-Average Grant Date Fair Value Weighted-Average Contractual Life Non-vested restricted stock at January 1, 2020 149,824 $ 0.33 9.1 Vested (149,824 ) 0.33 — Non-vested restricted stock at December 31, 2020 — $ — — We withheld a total of 17,928 shares as payment for withholding taxes due in connection with the vesting of restricted stock awards during the period ending December 31, 2020, Commencing as of January 1, 2020, first first January first $25,000 first first (c) Stock-based compensation expense: Stock-based compensation expense is recognized using the straight-line attribution method over the employees’ requisite service period. We recognize compensation expense for only the portion of stock options or restricted stock expected to vest. Therefore, we apply estimated forfeiture rates that are derived from historical employee termination behavior. If the actual number of forfeitures differs from those estimated by management, additional adjustments to stock-based compensation expense may At December 31, 2021, The following table summarizes the stock-based compensation expense (in thousands): Year Ended December 31, 2021 2020 Type of awards: Stock options $ 144 $ 162 Restricted stock - 12 $ 144 $ 174 Income statement account: Selling and marketing $ 42 $ 65 General and administrative 102 109 $ 144 $ 174 We employ the following key weighted-average assumptions in determining the fair value of stock options, using the Black-Scholes option pricing model and the simplified method to estimate the expected term of “plain vanilla” options: Year Ended December 31, 2021 2020 Expected dividend yield — — Expected stock price volatility 74.7 % 72.9 % Risk-free interest rate 0.9 % 0.8 % Expected term (in years) 5.8 5.6 Weighted-average grant date fair-value $ 0.32 $ 0.13 During the year ended December 31, 2021, The aggregate intrinsic value of stock options outstanding at December 31, 2021 2020 December 31, 2021 2020 December 31, 2021 2020, zero (d) Equity financing: On July 11, 2019, July 11, 2019, July 11, 2020 The relative fair value of the net proceeds allocated to the common stock was estimated to be $6,782,000. The relative fair value of the net proceeds allocated to the Warrant was estimated to be $2,035,000 as determined based on the relative fair value allocation of the proceeds received. The Warrant was valued using the Black-Scholes option pricing model using the following variables: market price of common stock - $0.517 per share; estimated volatility – 108.21%; 1 1.97%; (e) Services and Endorsement Agreement: On July 27, 2020, June 1, 2020 January 31, 2021. |
Note 8 - Employee 401(k) Plan
Note 8 - Employee 401(k) Plan | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Compensation and Employee Benefit Plans [Text Block] | 8. Employee 401 We have a 401 one three may 401 not not 401 December 31, 2021 2020. |
Note 9 - Commitments and Contin
Note 9 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 9. Commitments and Contingencies Commitments As of December 31, 2021, 2022, Legal proceedings We are or may not |
Note 10 - Income Taxes
Note 10 - Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 10. Income Taxes The provision for income taxes consisted of the following for the years ended December 31 ( 2021 2020 Current State $ 4 $ 6 Foreign 23 21 Provision for income taxes $ 27 $ 27 Loss before provision for income taxes was as follows for the years ended December 31 ( 2021 2020 United States $ (1,881 ) $ (3,054 ) Foreign 97 84 Total $ (1,784 ) $ (2,970 ) The items accounting for the difference between income taxes computed at the federal statutory rate and the provision for income taxes are as follows: 2021 2020 Federal statutory rate 21.00 % 21.00 % Effect of: Permanent differences 3.84 (0.07 ) Stock Compensation 0.11 (3.61 ) State income taxes, net of federal benefit 3.10 2.26 Change in valuation allowance (10.27 ) (17.85 ) Other, net (19.30 ) (2.64 ) Provision for income taxes (1.51 % ) (0.91 % ) Deferred income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred income taxes were as follows (in thousands): 2021 2020 Federal and state net operating loss carryforwards $ 14,896 $ 14,721 Stock-based compensation 125 179.224 Other, net 157 93 Total deferred tax asset 15,178 14,993 Valuation allowance (15,178 ) (14,993 ) Net deferred tax asset $ — $ — We continue to experience significant losses in our U.S. operations that are material to our decision to maintain a full valuation allowance against our net U.S. deferred tax assets. This is due to the fact that the relevant accounting guidance puts more weight on the negative objective evidence of cumulative losses in recent years than the positive subjective evidence of future projections of pretax income. For the years ended December 31, 2021 December 31, 2020, We continually analyze the realizability of our deferred tax assets, but we reasonably expect to continue to record a full valuation allowance on future U.S tax benefits until we sustain an appropriate level of taxable income through improved U.S. operations and tax planning strategies. At December 31, 2021, 2022. may may 382 There are no uncertain tax positions to recognize as of December 31, 2021 2020. The tax years that remain open to examination by the taxing authorities are 2017 2021, On March 27, 2020 no December 31, 2021 2020. |
Note 11 - Segment Information
Note 11 - Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 11. Segment Information We have one December 31 Year Ended December 31, 2021 2020 Revenue: United States $ 11,385 $ 8,442 Canada 3,240 3,329 Other countries 167 124 Total revenue $ 14,792 $ 11,895 Fixed assets: United States $ 238 $ 305 Canada — — Total fixed assets $ 238 $ 305 During the year ended December 31, 2021, December 31, 2020 |
Note 12 - Paycheck Protection P
Note 12 - Paycheck Protection Program | 12 Months Ended |
Dec. 31, 2021 | |
Paycheck Protection Program CARES Act [Member] | |
Notes to Financial Statements | |
Long-term Debt [Text Block] | 12. Paycheck Protection Program On April 24, 2020, 2.5 April 24, 2020 ( two 1.0% No 10 first 10 Under the terms of the CARES Act, the principal and accrued interest under the Note was forgivable after 24 May 2021, December 31, 2021. |
Note 13 - Subsequent Events
Note 13 - Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 13. Subsequent Events On February 9, 2022, one one one February 9, 2023 ( 3.00% April 1, 2022 December 31, 2021 $3,000,000 December 31, 2021 2022 On February 15, 2022, one one In connection with the Plan of Arrangement, Pinestar completed an offering for subscription receipts (“Subscription Receipts”) for aggregate gross proceeds of $8,000,000, at a price per Subscription Receipt equal to $0.50. As part of the closing of the Plan of Arrangement, each Subscription Receipt automatically converted into one one 1:1 The issuance of Jones Shares to the holders of Pinestar Shares (including Pinestar Shares received upon the conversion of the Subscription Receipts) in the Plan of Arrangement was exempt from the registration requirements under the United States Securities Act of 1933, 3 10 one The closing of the Plan of Arrangement resulted in the automatic conversion of the 2021 1 2021 4 2 506 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of presentation and consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and the Securities and Exchange Commission (SEC) rules and regulations applicable to financial reporting. The consolidated financial statements include our accounts and accounts of our wholly owned subsidiaries. All intercompany transactions between us and our subsidiaries have been eliminated in consolidation. |
Going Concern [Policy Text Block] | Liquidity As of December 31, 2021 2020, 2021 2020 For the year ended December 31, 2021, 1 “2021 December 31, 2021 February 9, 2022 ( December 31, 2020, May 2021. December 31, 2021 December 31, 2020. December 31, 2021 December 31, 2020. In addition to the 2021 1 two December 31, 2021 13. February 9, 2022 $3,000,000 February 15, 2022, one one 12 During 2021 2020, may may We may may 19 may may may may not may may not may may may not |
Use of Estimates, Policy [Policy Text Block] | Use of estimates The preparation of the consolidated financial statements requires management to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates and assumptions include, but are not |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and cash equivalents We consider all highly liquid short-term investments with an original or remaining maturity of three |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair value of financial instruments Applicable accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). We measure our assets and liabilities using inputs from the following three 1 2 not 3 The carrying amounts for cash and cash equivalents, receivables, and payables approximate fair value due to the short-term maturity of these instruments. During the first 2018, “2018 2018 December 31, 2021 2020, 2018 2 On July 14, 2021, 2021 1 2021 December 31, 2021. 2021 2 |
Accounts Receivable [Policy Text Block] | Accounts receivable Our accounts receivable balance primarily includes balances from trade sales to distributors and retail customers. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance for doubtful accounts based primarily on historical write-off experience. Account balances that are deemed uncollectible, are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Allowances for doubtful accounts of approximately $114,000 and $93,000 as of December 31, 2021 2020, Activity in the allowance for doubtful accounts consists of the following for the years ended December 31 ( 2021 2020 Balance, beginning of year $ 93 $ 44 Net charges to bad debt expense 42 95 Write-offs (21 ) (46 ) Balance, end of year $ 114 $ 93 As of December 31, 2021, one December 31, 2020, one |
Inventory, Policy [Policy Text Block] | Inventories Inventories consist of raw materials and finished goods and are stated at the lower of cost or net realizable value and include adjustments for estimated obsolete or excess inventory. Cost is based on actual cost on a first first twelve may December 31, 2021 2020, |
Property, Plant and Equipment, Policy [Policy Text Block] | Fixed assets Fixed assets are recorded at cost less accumulated depreciation and are depreciated on the declining balance basis over the estimated useful lives of the assets as follows: Asset Rate Equipment 20% to 30% Vehicles and office and computer equipment 30% |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of long-lived assets Long-lived assets, which include fixed assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign currency translation The functional currency of our Canadian subsidiary is the Canadian dollar. We translate assets and liabilities related to these operations to U.S. dollars at the exchange rate in effect at the date of the consolidated balance sheet; we convert revenues and expenses into U.S. dollars using the average monthly exchange rates. Translation gains and losses are reported as a separate component of accumulated other comprehensive income. Transaction gains and losses arising from the transactions denominated in a currency other than the functional currency are included in other expense, net in the accompanying consolidated statement of operations. Net transaction gain was $18,000 for 2021 2020. |
Revenue from Contract with Customer [Policy Text Block] | Revenue recognition The Company recognizes revenue under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers 606” five five Step 1: Step 2: Step 3: Step 4: Step 5: See Note 11, Because the Company’s agreements have an expected duration of one 606 10 50 14 not Our contracts have a single performance obligation which is satisfied at the point in time when the customer has title and the significant risks and rewards of ownership of the product. Effective March 1, 2021, March 1, 2021, December 31, 2021 2020, Revenue is recorded net of provisions for discounts, slotting fees payable by us to retailers to stock our products and promotion allowances. Discounts, slotting fees and promotional allowances vary the consideration the Company is entitled to in exchange for the sale of products to distributors. The Company estimates these discounts, slotting fees and promotional allowances in the same period that the revenue is recognized for product sales to customers. These estimates are based on contract terms and our historical experience with similar programs and require management judgement with respect to estimating customer participation and performance levels. Differences between estimated expense and actual costs are normally insignificant and are recognized in earnings in the period such differences are determined. The amount of revenue recognized represents the amount that will not December 31, 2021 2020, All sales to distributors and customers are generally final. In limited instances we may not 30 15 |
Advertising Cost [Policy Text Block] | Advertising costs Advertising costs, which also include promotions and sponsorships, are expensed as incurred. During the years ended December 31, 2021 2020, |
Income Tax, Policy [Policy Text Block] | Income taxes We account for income taxes by recognizing the amount of taxes payable for the current year and deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. We perform periodic evaluations of recorded tax assets and liabilities and maintain a valuation allowance, if considered necessary based on whether they are more likely than not December 31, 2021 2020. |
Earnings Per Share, Policy [Policy Text Block] | Net loss per share Basic net loss per share is computed using the weighted average number of common shares outstanding during the periods. Diluted earnings per share is computed by adjusting the weighted average number of common shares by the effective net exercise or conversion of all dilutive securities. Due to the net loss in 2021 2020, 2018 |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive loss Comprehensive loss is comprised of net loss and translation adjustments. We do not |
Seasonal Nature of Business [Policy Text Block] | Seasonality Our sales are seasonal and we experience fluctuations in quarterly results as a result of many factors. We historically have generated a greater percentage of our revenues during the warm weather months of April September. may may not not |
Deferred Charges, Policy [Policy Text Block] | Deferred financing costs We defer costs related to the issuance of debt which are included on the accompanying balance sheets as a deduction from the debt liability. Deferred financing costs are amortized over the term of the related loan and are included as a component of interest expense on the accompanying consolidated statements of operations. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent accounting guidance In August, 2020, 2020 06, December 15, 2021, 2020 06 In June 2016, 2016 13, 2016 13” first 2023 2016 13 |
Note 1 - Nature of Operations_2
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Accounts Receivable, Allowance for Credit Loss [Table Text Block] | 2021 2020 Balance, beginning of year $ 93 $ 44 Net charges to bad debt expense 42 95 Write-offs (21 ) (46 ) Balance, end of year $ 114 $ 93 |
Schedule of Depreciation Rate of Property, Plant and Equipment [Table Text Block] | Asset Rate Equipment 20% to 30% Vehicles and office and computer equipment 30% |
Note 2 - Inventory (Tables)
Note 2 - Inventory (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | December 31, 2021 December 31, 2020 Finished goods $ 1,361 $ 1,142 Raw materials 562 714 $ 1,923 $ 1,856 |
Note 3 - Fixed Assets (Tables)
Note 3 - Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | 2021 2020 Vehicles $ 496 $ 525 Leasehold improvements and equipment 210 146 Office and computer equipment 159 188 865 859 Accumulated depreciation (627 ) (554 ) $ 238 $ 305 |
Note 4 - Accrued Expenses (Tabl
Note 4 - Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Accrued Liabilities [Table Text Block] | 2021 2020 Employee benefits $ 405 $ 86 Selling and marketing 354 187 Other accruals 785 580 $ 1,544 $ 853 |
Note 6 - Lease Obligations (Tab
Note 6 - Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | 2022 $ 122 2023 126 2024 130 2025 22 Total lease payments 400 Less: imputed interest (25 ) Total remaining lease liability $ 375 |
Note 7 - Shareholders' Equity (
Note 7 - Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | Outstanding Options Number of Shares Weighted Average Exercise Price (Per Share) Balance at January 1, 2021 3,589,783 $ 0.36 Options granted 1,323,450 0.49 Options exercised (797,306 ) 0.37 Options forfeited/expired (810,416 ) 0.48 Balance at December 31, 2021 3,305,511 $ 0.38 Exercisable, December 31, 2021 1,616,439 $ 0.34 Vested and expected to vest 2,808,039 $ 0.37 Outstanding Options Number of Shares Weighted Average Exercise Price Balance at January 1, 2020 3,495,601 $ 0.46 Options granted 1,329,450 0.21 Options cancelled/expired (1,235,268 ) 0.49 Balance at December 31, 2020 3,589,783 $ 0.36 Exercisable, December 31, 2020 2,544,290 $ 0.40 Vested and expected to vest 3,310,406 $ 0.37 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable [Table Text Block] | Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Per Share Number Exercisable Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Per Share $0.15 to $0.50 2,920,511 7.42 $ 0.31 1,556,439 6.11 $ 0.32 $0.51 to $1.09 380,000 8.55 0.87 60,000 1.67 0.81 $1.10 to $2.99 5,000 9.59 1.33 - - - 3,305,511 7.56 0.38 1,616,436 5.94 0.34 |
Nonvested Restricted Stock Shares Activity [Table Text Block] | Restricted Shares Weighted-Average Grant Date Fair Value Weighted-Average Contractual Life Non-vested restricted stock at January 1, 2020 149,824 $ 0.33 9.1 Vested (149,824 ) 0.33 — Non-vested restricted stock at December 31, 2020 — $ — — |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] | Year Ended December 31, 2021 2020 Type of awards: Stock options $ 144 $ 162 Restricted stock - 12 $ 144 $ 174 Income statement account: Selling and marketing $ 42 $ 65 General and administrative 102 109 $ 144 $ 174 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Year Ended December 31, 2021 2020 Expected dividend yield — — Expected stock price volatility 74.7 % 72.9 % Risk-free interest rate 0.9 % 0.8 % Expected term (in years) 5.8 5.6 Weighted-average grant date fair-value $ 0.32 $ 0.13 |
Note 10 - Income Taxes (Tables)
Note 10 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | 2021 2020 Current State $ 4 $ 6 Foreign 23 21 Provision for income taxes $ 27 $ 27 |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | 2021 2020 United States $ (1,881 ) $ (3,054 ) Foreign 97 84 Total $ (1,784 ) $ (2,970 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | 2021 2020 Federal statutory rate 21.00 % 21.00 % Effect of: Permanent differences 3.84 (0.07 ) Stock Compensation 0.11 (3.61 ) State income taxes, net of federal benefit 3.10 2.26 Change in valuation allowance (10.27 ) (17.85 ) Other, net (19.30 ) (2.64 ) Provision for income taxes (1.51 % ) (0.91 % ) |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | 2021 2020 Federal and state net operating loss carryforwards $ 14,896 $ 14,721 Stock-based compensation 125 179.224 Other, net 157 93 Total deferred tax asset 15,178 14,993 Valuation allowance (15,178 ) (14,993 ) Net deferred tax asset $ — $ — |
Note 11 - Segment Information (
Note 11 - Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Revenue from External Customers by Geographic Areas [Table Text Block] | Year Ended December 31, 2021 2020 Revenue: United States $ 11,385 $ 8,442 Canada 3,240 3,329 Other countries 167 124 Total revenue $ 14,792 $ 11,895 Fixed assets: United States $ 238 $ 305 Canada — — Total fixed assets $ 238 $ 305 |
Note 1 - Nature of Operations_3
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details Textual) | Feb. 15, 2022USD ($)shares | Jul. 14, 2021USD ($) | Apr. 24, 2020USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | Feb. 09, 2022USD ($) |
Cash and Cash Equivalents, at Carrying Value, Ending Balance | $ 4,667,000 | $ 4,614,000 | |||||
Working Capital (Deficit) | 6,000,000 | 5,800,000 | |||||
Net Cash Provided by (Used in) Operating Activities, Total | (2,528,000) | (1,532,000) | |||||
Net Cash Provided by (Used in) Financing Activities, Total | 2,612,000 | 329,000 | |||||
Proceeds from Notes Payable, Total | 0 | 335,000 | |||||
Net Income (Loss) Attributable to Parent, Total | (1,811,000) | (2,997,000) | |||||
Retained Earnings (Accumulated Deficit), Ending Balance | (71,796,000) | (69,985,000) | |||||
Proceeds from Stock Options Exercised | 296,000 | 0 | |||||
Accounts Receivable, Allowance for Credit Loss, Current | 114,000 | 93,000 | |||||
Inventory Valuation Reserves, Ending Balance | 27,000 | 77,000 | |||||
Foreign Currency Transaction Gain (Loss), Realized | 18,000 | 22,000 | |||||
Revenues, Total | 14,792,000 | 11,895,000 | |||||
Slotting Fees and Promotional Allowances | $ 1,400,000 | 1,600,000 | |||||
Maximum Discount for Customers, Payment Made Within 15 Days | 2.00% | ||||||
Advertising Expense | $ 731,000 | 557,000 | |||||
Liability for Uncertainty in Income Taxes, Current | $ 0 | $ 0 | |||||
Share-based Payment Arrangement, Option [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | shares | 3,509,261 | 3,589,783 | |||||
Convertible Debt Securities [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | shares | 4,421,539 | 5,372,440 | |||||
Shipping and Handling [Member] | |||||||
Revenues, Total | $ 120,000 | $ 70,000 | |||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||||||
Number of Major Customers | 1 | 1 | |||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | One Customer [Member] | |||||||
Concentration Risk, Percentage | 19.00% | 18.00% | |||||
Unsecured Convertible Debenture to SOL Verano Blocker 1 LLC [Member] | |||||||
Proceeds from Convertible Debt | $ 2,000,000 | $ 1,700,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||
Notes Payable, Fair Value Disclosure | 1,984,000 | ||||||
Contingent Convertible Debentures [Member] | |||||||
Proceeds from Convertible Debt | 538,000 | ||||||
Contingent Convertible Debentures [Member] | Subsequent Event [Member] | |||||||
Debt Instrument, Face Amount | $ 3,000,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | ||||||
Paycheck Protection Program CARES Act [Member] | |||||||
Proceeds from Notes Payable, Total | $ 334,500 | 335,000 | |||||
Pinestar Subscription Receipt Offering [Member] | Subsequent Event [Member] | |||||||
Proceeds from Issuance of Common Stock | $ 8,000,000 | ||||||
Stock Issued During Period, Shares, New Issues (in shares) | shares | 20,000,048 | ||||||
Convertible Debenture [Member] | |||||||
Proceeds from Convertible Debt | $ 2,920,000 | ||||||
Notes Payable, Fair Value Disclosure | $ 110,000 | $ 1,483,000 |
Note 1 - Nature of Operations_4
Note 1 - Nature of Operations and Summary of Significant Accounting Policies - Activity in the Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Balance, beginning of year | $ 93 | $ 44 |
Net charges to bad debt expense | 42 | 95 |
Write-offs | (21) | (46) |
Balance, end of year | $ 114 | $ 93 |
Note 1 - Nature of Operations_5
Note 1 - Nature of Operations and Summary of Significant Accounting Policies - Depreciation on Fixed Assets (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Equipment [Member] | Minimum [Member] | |
Depreciation rate | 20.00% |
Equipment [Member] | Maximum [Member] | |
Depreciation rate | 30.00% |
Vehicles and Office and Computer Equipment [Member] | |
Depreciation rate | 30.00% |
Note 2 - Inventory - Inventory
Note 2 - Inventory - Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finished goods | $ 1,361 | $ 1,142 |
Raw materials | 562 | 714 |
Inventory, Net, Total | $ 1,923 | $ 1,856 |
Note 3 - Fixed Assets - Fixed A
Note 3 - Fixed Assets - Fixed Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, plant and equipment, gross | $ 865 | $ 859 |
Accumulated depreciation | (627) | (554) |
Property, Plant and Equipment, Net, Ending Balance | 238 | 305 |
Vehicles [Member] | ||
Property, plant and equipment, gross | 496 | 525 |
Leasehold Improvements and Equipment [Member] | ||
Property, plant and equipment, gross | 210 | 146 |
Office and Computer Equipment [Member] | ||
Property, plant and equipment, gross | $ 159 | $ 188 |
Note 4 - Accrued Expenses - Acc
Note 4 - Accrued Expenses - Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Employee benefits | $ 405 | $ 86 |
Selling and marketing | 354 | 187 |
Other accruals | 785 | 580 |
Accrued Liabilities, Current, Total | $ 1,544 | $ 853 |
Note 5 - Convertible Debentur_2
Note 5 - Convertible Debentures (Details Textual) - USD ($) | Feb. 09, 2022 | Jul. 14, 2021 | Apr. 18, 2018 | Mar. 23, 2018 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Conversion, Original Debt, Amount | $ 1,621,000 | $ 0 | ||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 1,621,000 | |||||
Share Price (in dollars per share) | $ 0.30 | $ 0.36 | ||||
Jones Special Warrant [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.625 | |||||
Warrants and Rights Outstanding, Term (Month) | 24 months | |||||
Jones Special Warrant [Member] | Subsequent Event [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.625 | |||||
Warrants and Rights Outstanding, Term (Month) | 24 months | |||||
Plan of Arrangement Warrant Conversion [Member] | Subsequent Event [Member] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.50 | |||||
Class of Warrant or Right, Exercised (in shares) | 4,025,035 | |||||
Conversion of Convertible Notes into Common Stock [Member] | ||||||
Debt Conversion, Original Debt, Amount | $ 1,400,000 | 0 | ||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 5,064,137 | |||||
Plan of Arrangement Conversion [Member] | Subsequent Event [Member] | ||||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ 0.50 | |||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 4,025,035 | |||||
Convertible Notes [Member] | ||||||
Convertible Subordinated Debt, Total | $ 2,920,000 | $ 2,920,000 | ||||
Debt Instrument, Term (Year) | 4 years | |||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | |||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ 0.32 | |||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 801,000 | |||||
Interest Expense, Debt, Total | 36,000 | |||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 350,000 | |||||
Debt Issuance Costs, Gross | $ 137,000 | |||||
Debt Instrument, Unamortized Discount (Premium), Net, Total | 1,000 | 88,000 | ||||
Notes Payable, Related Parties | 10,000 | $ 10,000 | ||||
Long-Term Debt, Maturity, Year One | 110,000 | |||||
Unsecured Convertible Debenture to SOL Verano Blocker 1 LLC [Member] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ 0.50 | |||||
Proceeds from Convertible Debt | $ 2,000,000 | 1,700,000 | ||||
Convertible Debt Common Shares Issuable per Unit (in shares) | 1 | |||||
Convertible Debt Warrants Issuable per Unit (in shares) | 1 | |||||
Interest Payable | $ 47,000 |
Note 6 - Lease Obligations (Det
Note 6 - Lease Obligations (Details Textual) | 12 Months Ended | ||
Dec. 31, 2021USD ($)ft² | Dec. 31, 2020USD ($) | Feb. 28, 2020USD ($) | |
Operating Lease, Right-of-Use Asset | $ 365,000 | $ 471,000 | |
Operating Lease, Expense | 164,000 | 162,000 | |
Operating Lease, Payments | $ 160,000 | $ 158,000 | |
Retail / Office Space in Seattle, Washington [Member] | |||
Area of Real Estate Property (Square Foot) | ft² | 6,500 | ||
Lessee, Operating Lease, Term of Contract (Year) | 5 years | ||
Operating Lease, Right-of-Use Asset | $ 556,000 | ||
Lessee, Operating Lease, Discount Rate | 4.00% | ||
Operating Lease, Weighted Average Remaining Lease Term (Year) | 3 years 2 months 1 day |
Note 6 - Lease Obligations - An
Note 6 - Lease Obligations - Annual Payments Excluding Management Fees and Other Operations Expenses (Details) $ in Thousands | Dec. 31, 2021USD ($) |
2022 | $ 122 |
2023 | 126 |
2024 | 130 |
2025 | 22 |
Total lease payments | 400 |
Less: imputed interest | (25) |
Total remaining lease liability | $ 375 |
Note 7 - Shareholders' Equity_2
Note 7 - Shareholders' Equity (Details Textual) | Jul. 27, 2020USD ($)shares | Jan. 01, 2020USD ($) | Jul. 11, 2019USD ($)shares | Jan. 01, 2018USD ($) | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2021shares |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number (in shares) | 1,616,439 | 2,544,290 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Period Increase (Decrease), Total (in shares) | 0 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ | $ 1,300,000 | $ 51,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ | 690,000 | 20,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ | $ 435,000 | $ 0 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period (in shares) | 797,306 | ||||||
Proceeds from Issuance of Private Placement | $ | $ 9,000,000 | ||||||
Payments of Stock Issuance Costs | $ | $ 183,000 | ||||||
Tony Hawk, Inc. [Member] | |||||||
Stock Issued During Period, Shares, Issued for Services (in shares) | 138,888 | ||||||
Stock Issued During Period, Value, Issued for Services | $ | $ 25,000 | ||||||
The Skatepark Project [Member] | |||||||
Stock Issued During Period, Shares, Issued for Services (in shares) | 138,888 | ||||||
Stock Issued During Period, Value, Issued for Services | $ | $ 25,000 | ||||||
Warrant Issued in Connection with Private Placement [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 15,000,000 | ||||||
Warrants and Rights Outstanding | $ | $ 2,035,000 | ||||||
Warrant Issued in Connection with Private Placement [Member] | Measurement Input, Share Price [Member] | |||||||
Warrants and Rights Outstanding, Measurement Input | 0.517 | ||||||
Warrant Issued in Connection with Private Placement [Member] | Measurement Input, Price Volatility [Member] | |||||||
Warrants and Rights Outstanding, Measurement Input | 1.0821 | ||||||
Warrant Issued in Connection with Private Placement [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
Warrants and Rights Outstanding, Measurement Input | 0.0197 | ||||||
Warrant Issued in Connection with Private Placement [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||
Warrants and Rights Outstanding, Measurement Input | 0 | ||||||
Warrant Issued in Connection with Private Placement [Member] | Measurement Input, Expected Term [Member] | |||||||
Warrants and Rights Outstanding, Measurement Input | 1 | ||||||
Private Placement [Member] | |||||||
Stock Issued During Period, Shares, New Issues (in shares) | 15,000,000 | ||||||
Stock Issued During Period, Value, New Issues | $ | $ 6,782,000 | ||||||
Restricted Stock Units (RSUs) [Member] | Non-employee Directors [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Month) | 1 year | 1 year | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount, Total | $ | $ 25,000 | $ 15,000 | |||||
Restricted Stock [Member] | |||||||
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation (in shares) | 17,928 | ||||||
Average Price Paid Per Share, Shares Withheld For Tax Purposes (in dollars per share) | $ / shares | $ 0.31 | ||||||
Stock Options and Non-vested Stock [Member] | |||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ | $ 242,000 | ||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 2 years 10 months 24 days | ||||||
The 2011 Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized (in shares) | 1,300,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Additional Shares Authorized, Percentage of Outstanding Stock | 4.00% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum | 10.00% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in shares) | 2,389,062 | 4,785,597 | |||||
Common Stock Capital Shares Reserved for Future Issuance Excluding Outstanding Awards (in shares) | 2,500,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number (in shares) | 3,194,573 | ||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 5,694,573 | ||||||
The 2011 Incentive Plan [Member] | Share-based Payment Arrangement, Option [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 10 years | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Month) | 48 months | ||||||
The 2011 Incentive Plan [Member] | Share-based Payment Arrangement, Option [Member] | Cliff Vesting [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Month) | 1 year | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% |
Note 7 - Shareholders' Equity -
Note 7 - Shareholders' Equity - Summary of Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Balance, number of shares (in shares) | 3,589,783 | 3,495,601 |
Balance, weighted average exercise price (in dollars per share) | $ 0.36 | $ 0.46 |
Options granted, number of shares (in shares) | 1,323,450 | 1,329,450 |
Options granted, weighted average exercise price (in dollars per share) | $ 0.49 | $ 0.21 |
Options exercised, number of shares (in shares) | (797,306) | |
Options exercised, weighted average exercise price (in dollars per share) | $ 0.37 | |
Options forfeited/expired, number of shares (in shares) | (810,416) | (1,235,268) |
Options forfeited/expired, weighted average exercise price (in dollars per share) | $ 0.48 | $ 0.49 |
Balance, number of shares (in shares) | 3,305,511 | 3,589,783 |
Balance, weighted average exercise price (in dollars per share) | $ 0.38 | $ 0.36 |
Exercisable, number of shares (in shares) | 1,616,439 | 2,544,290 |
Exercisable, weighted average exercise price (in dollars per share) | $ 0.34 | $ 0.40 |
Vested and expected to vest, number of shares (in shares) | 2,808,039 | 3,310,406 |
Vested and expected to vest, weighted average exercise price (in dollars per share) | $ 0.37 | $ 0.37 |
Options cancelled/expired (in shares) | (810,416) | (1,235,268) |
Options cancelled/expired, weighted average exercise price (in dollars per share) | $ 0.48 | $ 0.49 |
Note 7 - Shareholders' Equity_3
Note 7 - Shareholders' Equity - Stock Options Outstanding and Exercisable (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Number outstanding (in shares) | shares | 3,305,511 |
Options outstanding, weighted average remaining contractual life (Year) | 7 years 6 months 21 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 0.38 |
Number exercisable (in shares) | shares | 1,616,436 |
Options exercisable, weighted average remaining contractual life (Year) | 5 years 11 months 8 days |
Options exercisable, weighted average exercise price (in dollars per share) | $ 0.34 |
Range One [Member] | |
Exercise price, lower limit (in dollars per share) | 0.15 |
Exercise price, upper limit (in dollars per share) | $ 0.50 |
Number outstanding (in shares) | shares | 2,920,511 |
Options outstanding, weighted average remaining contractual life (Year) | 7 years 5 months 1 day |
Options outstanding, weighted average exercise price (in dollars per share) | $ 0.31 |
Number exercisable (in shares) | shares | 1,556,439 |
Options exercisable, weighted average remaining contractual life (Year) | 6 years 1 month 9 days |
Options exercisable, weighted average exercise price (in dollars per share) | $ 0.32 |
Range Two [Member] | |
Exercise price, lower limit (in dollars per share) | 0.51 |
Exercise price, upper limit (in dollars per share) | $ 1.09 |
Number outstanding (in shares) | shares | 380,000 |
Options outstanding, weighted average remaining contractual life (Year) | 8 years 6 months 18 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 0.87 |
Number exercisable (in shares) | shares | 60,000 |
Options exercisable, weighted average remaining contractual life (Year) | 1 year 8 months 1 day |
Options exercisable, weighted average exercise price (in dollars per share) | $ 0.81 |
Range Three [Member] | |
Exercise price, lower limit (in dollars per share) | 1.10 |
Exercise price, upper limit (in dollars per share) | $ 2.99 |
Number outstanding (in shares) | shares | 5,000 |
Options outstanding, weighted average remaining contractual life (Year) | 9 years 7 months 2 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 1.33 |
Number exercisable (in shares) | shares | 0 |
Options exercisable, weighted average exercise price (in dollars per share) | $ 0 |
Note 7 - Shareholders' Equity_4
Note 7 - Shareholders' Equity - Summary of Restricted Stock Activity (Details) - Restricted Stock [Member] | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Non-vested restricted stock (in shares) | shares | 149,824 |
Non-vested restricted stock, weighted-average grant date fair value (in dollars per share) | $ / shares | $ 0.33 |
Non-vested restricted stock, weighted-average contractual life (Year) | 9 years 1 month 6 days |
Vested (in shares) | shares | (149,824) |
Vested, weighted-average grant date fair value (in dollars per share) | $ / shares | $ 0.33 |
Non-vested restricted stock (in shares) | shares | 0 |
Non-vested restricted stock, weighted-average grant date fair value (in dollars per share) | $ / shares | $ 0 |
Note 7 - Shareholders' Equity_5
Note 7 - Shareholders' Equity - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock-based compensation expense | $ 144 | $ 174 |
Selling and Marketing Expense [Member] | ||
Stock-based compensation expense | 42 | 65 |
General and Administrative Expense [Member] | ||
Stock-based compensation expense | 102 | 109 |
Share-based Payment Arrangement, Option [Member] | ||
Stock-based compensation expense | 144 | 162 |
Restricted Stock [Member] | ||
Stock-based compensation expense | $ 0 | $ 12 |
Note 7 - Shareholders' Equity_6
Note 7 - Shareholders' Equity - Weighted-average Assumptions (Details) - Share-based Payment Arrangement, Option [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Expected dividend yield | 0.00% | 0.00% |
Expected stock price volatility | 74.70% | 72.90% |
Risk-free interest rate | 0.90% | 0.80% |
Expected term (in years) (Year) | 5 years 9 months 18 days | 5 years 7 months 6 days |
Weighted-average grant date fair-value (in dollars per share) | $ 0.32 | $ 0.13 |
Note 8 - Employee 401(k) Plan (
Note 8 - Employee 401(k) Plan (Details Textual) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Defined Contribution Plan, Hours of Service in Three Consecutive Months | 1 | |
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 100.00% | |
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 0 | $ 0 |
Note 9 - Commitments and Cont_2
Note 9 - Commitments and Contingencies (Details Textual) | Dec. 31, 2021USD ($) |
Recorded Unconditional Purchase Obligation, to be Paid, Year One | $ 651,000 |
Recorded Unconditional Purchase Obligation, to be Paid, Year Two | $ 0 |
Note 10 - Income Taxes (Details
Note 10 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 185 | $ 533 |
Liability for Uncertainty in Income Taxes, Current | $ 0 | $ 0 |
Open Tax Year | 2017 2018 2019 2020 2021 | |
Internal Revenue Service (IRS) [Member] | Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards, Subject to Expiration | $ 56,000 | |
Operating Loss Carryforwards, Not Subject to Expiration | 9,700 | |
Internal Revenue Service (IRS) [Member] | State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards, Subject to Expiration | 18,700 | |
Operating Loss Carryforwards, Not Subject to Expiration | $ 100 |
Note 10 - Income Taxes - Provis
Note 10 - Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
State | $ 4 | $ 6 |
Foreign | 23 | 21 |
Provision for income taxes | $ 27 | $ 27 |
Note 10 - Income Taxes - Loss B
Note 10 - Income Taxes - Loss Before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
United States | $ (1,881) | $ (3,054) |
Foreign | 97 | 84 |
Total | $ (1,784) | $ (2,970) |
Note 10 - Income Taxes - Income
Note 10 - Income Taxes - Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Federal statutory rate | 21.00% | 21.00% |
Permanent differences | 3.84% | (0.07%) |
Stock Compensation | 0.11% | (3.61%) |
State income taxes, net of federal benefit | 3.10% | 2.26% |
Change in valuation allowance | (10.27%) | (17.85%) |
Other, net | (19.30%) | (2.64%) |
Provision for income taxes | (1.51%) | (0.91%) |
Note 10 - Income Taxes - Compon
Note 10 - Income Taxes - Components of Deferred Income Taxes (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Federal and state net operating loss carryforwards | $ 14,896,000 | $ 14,721,000 |
Stock-based compensation | 125,000 | 179,224 |
Other, net | 157,000 | 93,000 |
Total deferred tax asset | 15,178,000 | 14,993,000 |
Valuation allowance | (15,178,000) | (14,993,000) |
Net deferred tax asset | $ 0 | $ 0 |
Note 11 - Segment Information_2
Note 11 - Segment Information (Details Textual) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Operating Segments | 1 | |
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | ||
Number of Major Customers | 1 | 1 |
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||
Concentration Risk, Percentage | 21.00% | 24.00% |
Note 11 - Segment Information -
Note 11 - Segment Information - Geographic Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | $ 14,792 | $ 11,895 |
Fixed assets | 238 | 305 |
UNITED STATES | ||
Revenue | 11,385 | 8,442 |
Fixed assets | 238 | 305 |
CANADA | ||
Revenue | 3,240 | 3,329 |
Fixed assets | 0 | 0 |
Other Countries [Member] | ||
Revenue | $ 167 | $ 124 |
Note 12 - Paycheck Protection_2
Note 12 - Paycheck Protection Program (Details Textual) - USD ($) | Apr. 24, 2020 | May 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Proceeds from Notes Payable, Total | $ 0 | $ 335,000 | ||
Gain (Loss) on Extinguishment of Debt, Total | $ 335,000 | 0 | ||
Paycheck Protection Program CARES Act [Member] | ||||
Proceeds from Notes Payable, Total | $ 334,500 | $ 335,000 | ||
Gain (Loss) on Extinguishment of Debt, Total | $ 334,500 |
Note 13 - Subsequent Events (De
Note 13 - Subsequent Events (Details Textual) - USD ($) | Feb. 15, 2022 | Feb. 09, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 14, 2021 |
Jones Special Warrant [Member] | |||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.625 | ||||
Warrants and Rights Outstanding, Term (Month) | 24 months | ||||
Subsequent Event [Member] | Plan of Arrangement Conversion [Member] | |||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ 0.50 | ||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 4,025,035 | ||||
Shares Issued, Price Per Share (in dollars per share) | $ 0.50 | ||||
Subsequent Event [Member] | Subscription Receipts [Member] | |||||
Proceeds from Issuance of Common Stock | $ 8,000,000 | ||||
Sale of Stock, Price Per Share (in dollars per share) | $ 0.50 | ||||
Subscription Receipt, Shares Issued Per Unit (in shares) | 1 | ||||
Subscription Receipt, Warrants Issued Per Unit (in shares) | 1 | ||||
Subsequent Event [Member] | Pinestar [Member] | |||||
Stock Issued During Period, Shares, Acquisitions (in shares) | 20,000,048 | ||||
Subsequent Event [Member] | Jones Special Warrant [Member] | |||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.625 | ||||
Warrants and Rights Outstanding, Term (Month) | 24 months | ||||
Subsequent Event [Member] | Plan of Arrangement Warrant Conversion [Member] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.50 | ||||
Class of Warrant or Right, Exercised (in shares) | 4,025,035 | ||||
Contingent Convertible Debentures [Member] | |||||
Proceeds from Convertible Debt | $ 538,000 | ||||
Contingent Convertible Debentures [Member] | Subsequent Event [Member] | |||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ 0.50 | ||||
Number of Securities or Warrants Called by Each Unit (in shares) | 1 | ||||
Convertible Debt Warrants Issuable per Unit (in shares) | 1 |