Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 28, 2024 | Jun. 30, 2023 | |
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 | 2023 | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
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 | 4786 1st Avenue South, Suite 103 | ||
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 | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 16,384,542 | ||
Entity Common Stock, Shares Outstanding | 102,232,943 | ||
Auditor Name | Berkowitz Pollack Brant Advisors + CPAs, LLP | ||
Auditor Firm ID | 52 | ||
Auditor Location | Miami, FL |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 3,867 | $ 7,971 |
Accounts receivable, net of allowance of $260 and $110, respectively | 2,118 | 3,170 |
Inventory | 2,392 | 2,621 |
Prefunded insurance premiums from financing | 357 | 612 |
Prepaid expenses and other current assets | 861 | 601 |
Total current assets | 9,595 | 14,975 |
Other assets | 174 | 0 |
Fixed assets, net of accumulated depreciation of $366 and $309, respectively | 137 | 127 |
Total assets | 9,906 | 15,102 |
Current liabilities: | ||
Accounts payable | 716 | 1,069 |
Accrued expenses | 1,283 | 1,644 |
Insurance premium financing | 357 | 612 |
Taxes payable | 0 | 10 |
Total current liabilities | 2,356 | 3,335 |
Total liabilities | 2,356 | 3,335 |
Shareholders’ equity: | ||
Authorized — 800,000,000 issued and outstanding shares — 101,258,135 shares and 100,263,135 shares, respectively | 90,273 | 89,680 |
Accumulated other comprehensive income | 331 | 287 |
Accumulated deficit | (83,054) | (78,200) |
Total shareholders’ equity | 7,550 | 11,767 |
Total liabilities and shareholders’ equity | $ 9,906 | $ 15,102 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ / shares in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts receivable, allowance | $ 260,000 | $ 110,000 |
Fixed assets, accumulated depreciation | $ 366,000 | $ 309,000 |
Common stock, no par value (in dollars per share) | $ 0 | $ 0 |
Common stock, authorized (in shares) | 800,000,000 | 800,000,000 |
Common stock, issued (in shares) | 101,258,135 | 100,263,135 |
Common stock, outstanding (in shares) | 101,258,135 | 100,263,135 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue | $ 16,669 | $ 19,085 |
Cost of goods sold | 11,814 | 13,942 |
Gross profit | 4,855 | 5,143 |
Operating expenses: | ||
Selling and marketing | 4,378 | 4,965 |
General and administrative | 5,355 | 6,271 |
Total operating expenses | 9,733 | 11,236 |
Loss from operations | (4,878) | (6,093) |
Interest income | 52 | 6 |
Interest expense | 0 | (377) |
Other income (expense), net | 5 | 88 |
Loss before income taxes | 4,821 | 6,376 |
Income tax expense, net | (33) | (28) |
Net loss | $ (4,854) | $ (6,404) |
Net loss per share - basic and diluted (in dollars per share) | $ (0.05) | $ (0.07) |
Weighted average common shares outstanding - basic and diluted (in shares) | 100,922,834 | 94,177,863 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Net loss | $ (4,854) | $ (6,404) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | 44 | (109) |
Total comprehensive loss | $ (4,810) | $ (6,513) |
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, 2021 | 67,840,941 | |||
Balance at Dec. 31, 2021 | $ 76,017 | $ 396 | $ (71,796) | $ 4,617 |
Stock-based compensation (in shares) | 1,950,000 | |||
Stock-based compensation | $ 1,364 | 0 | 0 | 1,364 |
Common stock issued upon conversion of notes payable (in shares) | 10,472,146 | |||
Common stock issued upon conversion of notes payable | $ 5,147 | 0 | 0 | 5,147 |
Common stock and warrants issued, net of closing costs of $848 (in shares) | 20,000,048 | |||
Common stock and warrants issued, net of closing costs of $848 | $ 7,152 | 0 | 0 | 7,152 |
Net Income (Loss) Attributable to Parent | 0 | 0 | (6,404) | (6,404) |
Other comprehensive income (loss) | $ 0 | (109) | 0 | $ (109) |
Balance (in shares) at Dec. 31, 2022 | 100,263,135 | 100,263,135 | ||
Balance at Dec. 31, 2022 | $ 89,680 | 287 | (78,200) | $ 11,767 |
Stock-based compensation | 694 | 0 | 0 | 694 |
Net Income (Loss) Attributable to Parent | 0 | 0 | (4,854) | (4,854) |
Other comprehensive income (loss) | $ 0 | 44 | 0 | 44 |
Shares withheld for taxes upon RSU vesting (in shares) | (480,000) | |||
Shares withheld for taxes upon RSU vesting | $ (110) | 0 | 0 | (110) |
Exercise of Pinestar Warrants (in shares) | 200,000 | |||
Exercise of Pinestar Warrants | $ 9 | 0 | 0 | $ 9 |
Balance (in shares) at Dec. 31, 2023 | 101,258,135 | 101,258,135 | ||
Balance at Dec. 31, 2023 | $ 90,273 | $ 331 | $ (83,054) | $ 7,550 |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Parentheticals) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Net of closing costs | $ 848 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
OPERATING ACTIVITIES: | ||||
Net loss | $ (4,854,000) | $ (6,404,000) | ||
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||||
Depreciation and amortization | 63,000 | 414,000 | ||
Stock-based compensation | 694,000 | 1,364,000 | ||
Change in allowance for credit losses | 150,000 | (4,000) | ||
Gain on sale of fixed asset | (31,000) | |||
Gain on insurance claim | 0 | (23,000) | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 906,000 | (542,000) | ||
Inventory | 237,000 | (714,000) | ||
Prefunded insurance premiums from financing | 255,000 | 292,000 | ||
Prepaid expenses and other current assets | (261,000) | (243,000) | ||
Other assets | (174,000) | 35,000 | ||
Accounts payable | (354,000) | (167,000) | ||
Accrued expenses | (470,000) | 73,000 | ||
Taxes payable | (11,000) | 3,000 | ||
Other liabilities | 0 | (10,000) | ||
Net cash used in operating activities | (3,819,000) | (5,957,000) | ||
INVESTING ACTIVITIES: | ||||
Proceeds from insurance claim on property damage | 0 | 31,000 | ||
Proceeds from sale of fixed assets | 0 | 98,000 | ||
Purchase of fixed assets | (73,000) | (29,000) | ||
Net cash (used in) provided by investing activities | (73,000) | 100,000 | ||
FINANCING ACTIVITIES: | ||||
Proceeds from the exercise of Pinestar Warrants | 9,000 | 0 | ||
Repayments on insurance financing | (255,000) | (292,000) | ||
Net cash (used in) provided by financing activities | (246,000) | 9,214,000 | ||
Net change in cash and cash equivalents | (4,138,000) | 3,357,000 | ||
Effect of exchange rate changes on cash | 34,000 | (53,000) | ||
Cash and cash equivalents, beginning of period | $ 4,667,000 | 7,971,000 | 4,667,000 | |
Cash and cash equivalents, end of period | 3,867,000 | 7,971,000 | $ 4,667,000 | |
Supplemental disclosure: | ||||
Interest | 0 | 47,000 | ||
Income taxes | 35,000 | 23,000 | ||
Supplemental disclosure of non-cash transactions: | ||||
Conversion of notes payable | 0 | 5,147,000 | ||
Convertible Subordinated Notes Payable [Member] | ||||
FINANCING ACTIVITIES: | ||||
Proceeds from issuance of convertible notes | 0 | 2,354,000 | ||
Contingent Convertible Debentures [Member] | ||||
FINANCING ACTIVITIES: | ||||
Proceeds from issuance of convertible notes | $ 3,000,000 | $ 0 | $ 7,152,000 | $ 538,000 |
Note 1 - Nature of Operations a
Note 1 - Nature of Operations and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
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 (See note 7 We are a Washington corporation and have five 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, 2023 2022, 2023 2022 December 31, 2023 December 31, 2022. December 31, 2023 December 31, 2022. For the year ended December 31, 2023, December 31, 2022, 5 2022. We have experienced recurring losses from operations and negative cash flows from operating activities. These factors initially raised substantial doubt regarding the Company’s ability to continue as a going concern. The Company has increased gross margins in 2023. 2024, 14 2024 2024. March 29, 2024, 14 three Based on management's current operating plan, the Company believes its cash on hand, projected cash generated from product sales and funds received from the committed revolving credit facility are sufficient to fund the Company's operations for a period of at least 12 During 2023 2022, nil may may 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. Accounts receivable Our accounts receivable balance primarily includes balances from trade sales to distributors and retail customers. The allowance for credit losses is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance for credit losses based primarily on current trends and estimates. The Company reserves a percentage of trade receivable balance based on collection history and current economic trends that the Company expects will impact the level of credit losses over the life of the receivables. These reserves are re-evaluated on a regular basis and adjusted as needed. Once a receivable is deemed to be uncollectible, such balance is charged against the reserve. Allowances for credit losses of approximately $260,000 and $110,000 as of December 31, 2023 2022, Activity in the allowance for credit losses consists of the following for the years ended December 31 ( 2023 2022 Balance, beginning of year $ 110 $ 114 Net charges to bad debt expense 259 (5 ) Write-offs (109 ) 1 Balance, end of year $ 260 $ 110 As of December 31, 2023, December 31, 2022, two 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, 2023 2022, 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 losses as of December 31, 2023 2022 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. Title and the significant risk and rewards of ownership are deemed to transfer when products are loaded onto a truck for shipment or Free on Board (“FOB”) shipping point. The Company primarily receives fixed consideration for sales of product, subject to adjustment as described below. Shipping and handling amounts paid by customers are primarily for online orders, and are included in revenue, and totaled $147,000 and $163,000 for the years ended December 31, 2023 2022, 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, 2023 2022, All sales to distributors and customers are generally final. In limited instances we may not 30 15 December 31, 2023 2022, Advertising costs Advertising costs, which also include promotions and sponsorships, are expensed as incurred. During the years ended December 31, 2023 2022, 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, 2023 2022. The Company recognizes accrued interest and penalties related to uncertain tax positions, if any, as income tax expense. The Company’s tax returns for the years ended December 31, 2020 2022 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 2023 2022, 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 June 2016, 2016 13 2016 13 first 2023, no December 31, 2023. Recent Accounting Guidance Not In November 2023, No. 2023 07, December 15, 2023 first 2025. |
Note 2 - Inventory
Note 2 - Inventory | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | 2. Inventory Inventory consisted of the following as of December 31 ( December 31, 2023 December 31, 2022 Finished goods $ 1,380 $ 1,234 Raw materials 1,012 1,387 $ 2,392 $ 2,621 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, 2023 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | 3. Fixed Assets, net Fixed assets, net consisted of the following as of December 31 ( 2023 2022 Vehicles $ 65 $ 37 Equipment 235 210 Office and computer equipment 203 189 503 436 Accumulated depreciation (366 ) (309 ) $ 137 $ 127 Depreciation expense was $63,000 and $66,000, for the years ended December 31, 2023 2022, not 2023. December 31, 2022. |
Note 4 - Accrued Expenses
Note 4 - Accrued Expenses | 12 Months Ended |
Dec. 31, 2023 | |
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 ( 2023 2022 Employee benefits $ 317 $ 604 Selling and marketing 302 465 Other accruals 664 575 $ 1,283 $ 1,644 |
Note 5 - Convertible Debentures
Note 5 - Convertible Debentures | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Convertible Subordinated Notes Payable [Text Block] | 5. Convertible Debentures 2018 Convertible Subordinated Note Payable On March 23, 2018, April 18, 2018, “2018 The 2018 four March 23, 2022 , April 18, 2022. 2018 2018 $0.32 No The 2018 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 April 18, 2022 2018 December 31, 2022 2021 Unsecured Convertible Debenture On July 14, 2021, July 14, 2023 ( “2021 1 one one one 2021 1 December 31, 2021. The closing of the Plan of Arrangement resulted in the automatic conversion of the 2021 2021 2022 Unsecured Convertible Debenture On February 9, 2022 , February 9, 2023 ( May 16, 2022 . February 9, 2023 ( April 1, 2022 . December 31, 2021 March 31, 2022 . May 16, 2022 December 31, 2023 2022 |
Note 6 - Membership Agreement O
Note 6 - Membership Agreement Obligation | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Lessee, Operating Leases [Text Block] | 6. Membership Agreement Obligation On September 1, 2022 not not not 12 |
Note 7 - Shareholders' Equity
Note 7 - Shareholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Equity [Text Block] | 7. Shareholders Equity On May 16, 2022, 2022 " 2022 2011 2022 2022 2011 2011 2022 1,936,074 shares of common stock reserved under the terms of our 2011 “2011 2022 Under the terms of the 2022 may ten December 31, 2023, (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, 2023 3,369,332 $ 0.41 Options granted 9,659,000 0.23 Options forfeited/expired (1,620,560 ) 0.41 Balance at December 31, 2023 11,407,772 $ 0.26 Exercisable, December 31, 2023 3,599,020 $ 0.32 Vested and expected to vest 9,561,702 $ 0.26 Outstanding Options Number of Shares Weighted Average Exercise Price Balance at January 1, 2022 3,405,511 $ 0.38 Options granted 828,148 0.51 Options forfeited/expired (864,327 ) 0.41 Balance at December 31, 2022 3,369,332 $ 0.41 Exercisable, December 31, 2022 2,460,674 $ 0.34 Vested and expected to vest 3,116,129 $ 0.40 The following table summarizes information about stock options outstanding and exercisable under our stock incentive plans at December 31, 2023: 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 11,188,698 8.70 $ 0.25 3,395,572 7.25 $ 0.30 $0.51 to $1.09 214,074 7.35 0.64 198,448 7.29 0.63 $1.10 to $2.99 5,000 7.59 1.33 5,000 7.59 1.33 11,407,772 8.67 0.26 3,599,020 7.25 0.32 (b) Restricted stock awards: Beginning on May 13, 2022, 2022 January 1, 2020 February 15, 2022, first first January February 15, 2022, first $25,000 first first 2022 2011 2022 On December 30, 2022, 2022 2022 no 2022 August 2022. A summary of our 2023 2022 Restricted Shares Weighted-Average Grant Date Fair Value per share Weighted-Average Contractual Life (years) Non-vested restricted stock at January 1, 2023 - $ - - Granted 1,800,000 0.26 Vested (1,200,000 ) 0.26 Cancelled/expired - - Non-vested restricted stock at December 31, 2023 600,000 $ 0.26 9.1 Restricted Shares Weighted-Average Grant Date Fair Value per share Weighted-Average Contractual Life (years) Non-vested restricted stock at January 1, 2022 - $ - - Granted 4,920,000 0.20 - Vested (70,000 ) 0.22 Cancelled/expired/rescinded (4,850,000 ) 0.20 Non-vested restricted stock at December 31, 2022 - $ - - (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, 2023, The following table summarizes the stock-based compensation expense (in thousands): Year Ended December 31, 2023 2022 Stock options $ 485 $ 353 Common stock award 17 - Pinestar warrants (defined below) - 76 Restricted stock 192 935 $ 694 $ 1,364 Income statement account: Selling and marketing $ 32 $ 843 General and administrative 662 521 $ 694 $ 1,364 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, 2023 2022 Expected dividend yield — — Expected stock price volatility 87.5 % 79.3 % Risk-free interest rate 3.9 % 2.2 % Expected term (in years) 5.8 6.0 Weighted-average grant date fair-value $ 0.17 $ 0.35 During the year ended December 31, 2023, The aggregate intrinsic value of stock options outstanding at December 31, 2023 2022 December 31, 2023 2022 zero December 31, 2023 2022, zero (d) Closing of the Pinestar Gold Inc. - Plan of Arrangement: On February 15, 2022, one one In connection with the Plan of Arrangement, Pinestar completed the Pinestar Subscription Receipt Offering for aggregate net proceeds of $7,152,000, at a price per subscription receipt equal to $0.50. As part of the closing of the Plan of Arrangement, each such 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 issued in the Pinestar Subscription Receipt Offering) in the Plan of Arrangement was exempt from the registration requirements under the United States Securities Act of 1933, 3 10 one The following table summarizes the Company's outstanding warrants as of December 31, 2023: Number Outstanding Remaining Contractual Life (Years) Exercise Price Per Share Number Exercisable Jones Special Warrants (1) 26,047,137 0.20 $ 0.63 USD 26,047,137 Pinestar Warrants (2) 1,474,808 0.25 0.06 CAD 1,474,808 27,521,945 27,521,945 ( 1 2021 2022 ( 2 one two 2022 December 31, 2022. During the year ended December 31, 2023 , |
Note 8 - Employee 401(k) Plan
Note 8 - Employee 401(k) Plan | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Compensation and Employee Benefit Plans [Text Block] | 8. Employee 401 We have a 401 one three may 401 not 401 December 31, 2023 2022 401 2023 2022 |
Note 9 - Commitments and Contin
Note 9 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 9. Commitments and Contingencies Commitments As of December 31, 2023, 2024. Legal proceedings We are or may not On March 25, 2024, no |
Note 10 - Income Taxes
Note 10 - Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
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 ( 2023 2022 Current State $ 13 $ 7 Foreign 20 21 Provision for income taxes $ 33 $ 28 Loss before income taxes was as follows for the years ended December 31 ( 2023 2022 United States $ (4,901 ) $ (6,469 ) Foreign 80 93 Tota1 $ (4,821 ) $ (6,376 ) The items accounting for the difference between income taxes computed at the federal statutory rate and the provision for income taxes are as follows: 2023 2022 Federal statutory rate 21.00 % 21.00 % Effect of: Permanent differences (0.13 ) (1.17 ) Stock Compensation (1.15 ) (0.85 ) State income taxes, net of federal benefit 1.35 0.77 Change in valuation allowance (22.57 ) (16.20 ) Other, net 0.83 (3.99 ) Provision for income taxes (0.68 )% (0.44 )% 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): 2023 2022 Federal and state net operating loss carryforwards $ 16,872 $ 15,765 Stock-based compensation 262 212 Other, net 82 205 Total deferred tax asset 17,217 16,182 Valuation allowance (17,217 ) (16,182 ) 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, 2023 December 31, 2022, 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, 2023, 2024. may may 382 There are no uncertain tax positions to recognize as of December 31, 2023 2022. We are no 2020, 2019, 2019. may December 31, 2023, not |
Note 11 - Segment Information
Note 11 - Segment Information | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 11. Segment Information We have one December 31 Year Ended December 31, 2023 2022 Revenue: United States $ 13,537 $ 15,313 Canada 3,072 3,609 Other countries 60 163 Total revenue $ 16,669 $ 19,085 During each of the years ended December 31, 2023 2022 one |
Note 12 - Insurance Premium Fin
Note 12 - Insurance Premium Financing | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Insurance Disclosure [Text Block] | 12. Insurance Premium Financing Effective November 15, 2023, one January 15, 2024, April 15, 2024, July 15, 2024, no Effective November 15, 2022, one January 15, 2023, April 15, 2023, July 15, 2023, no |
Note 13 - Related Party Transac
Note 13 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | 13. Related party Transactions During the year ended December 31, 2023, 7 one On January 6, 2022 2022 December 31, 2022 . On February 9, 2022, 24 May 2022. Jamie Colbourne, a former director and the former Chairman of our Board of Directors and former Interim Chief Financial Officer, Mark Murray, our former President and former Chief Executive Officer and a current member our Board of Directors, former director Jeffrey Anderson, current director Clive Sirkin and current Chairman of the Board Paul Norman, each acquired $200,000 in subscription receipts in Pinestar Gold Inc., and consequently each of these related persons acquired 400,000 shares of our common stock and 400,000 Jones Special Warrants (exercisable into shares of our common stock at an exercise price of $0.625 per share) in connection with the closing of the plan of arrangement under the Business Corporations Act (British Columbia) on February 15, 2022. Additionally, during the year ended December 31, 2022, 7 |
Note 14 - Subsequent Events
Note 14 - Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 14. Subsequent Events Effective in Q1 2024, December 31, 2023, 2023. On March 29, 2024, three |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Dec. 31, 2023 | |
Insider Trading Arr Line Items | ||
Material Terms of Trading Arrangement [Text Block] | 9B. OTHER INFORMATION During the three December 31, 2023, none 10b5 1 10b5 1 408 | |
Rule 10b5-1 Arrangement Adopted [Flag] | false | |
Non-Rule 10b5-1 Arrangement Adopted [Flag] | false | |
Rule 10b5-1 Arrangement Terminated [Flag] | false | |
Non-Rule 10b5-1 Arrangement Terminated [Flag] | false |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022, 2023 2022 December 31, 2023 December 31, 2022. December 31, 2023 December 31, 2022. For the year ended December 31, 2023, December 31, 2022, 5 2022. We have experienced recurring losses from operations and negative cash flows from operating activities. These factors initially raised substantial doubt regarding the Company’s ability to continue as a going concern. The Company has increased gross margins in 2023. 2024, 14 2024 2024. March 29, 2024, 14 three Based on management's current operating plan, the Company believes its cash on hand, projected cash generated from product sales and funds received from the committed revolving credit facility are sufficient to fund the Company's operations for a period of at least 12 During 2023 2022, nil may may |
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. |
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 credit losses is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance for credit losses based primarily on current trends and estimates. The Company reserves a percentage of trade receivable balance based on collection history and current economic trends that the Company expects will impact the level of credit losses over the life of the receivables. These reserves are re-evaluated on a regular basis and adjusted as needed. Once a receivable is deemed to be uncollectible, such balance is charged against the reserve. Allowances for credit losses of approximately $260,000 and $110,000 as of December 31, 2023 2022, Activity in the allowance for credit losses consists of the following for the years ended December 31 ( 2023 2022 Balance, beginning of year $ 110 $ 114 Net charges to bad debt expense 259 (5 ) Write-offs (109 ) 1 Balance, end of year $ 260 $ 110 As of December 31, 2023, December 31, 2022, two |
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, 2023 2022, |
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 losses as of December 31, 2023 2022 |
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. Title and the significant risk and rewards of ownership are deemed to transfer when products are loaded onto a truck for shipment or Free on Board (“FOB”) shipping point. The Company primarily receives fixed consideration for sales of product, subject to adjustment as described below. Shipping and handling amounts paid by customers are primarily for online orders, and are included in revenue, and totaled $147,000 and $163,000 for the years ended December 31, 2023 2022, 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, 2023 2022, All sales to distributors and customers are generally final. In limited instances we may not 30 15 December 31, 2023 2022, |
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, 2023 2022, |
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, 2023 2022. The Company recognizes accrued interest and penalties related to uncertain tax positions, if any, as income tax expense. The Company’s tax returns for the years ended December 31, 2020 2022 |
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 2023 2022, |
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 June 2016, 2016 13 2016 13 first 2023, no December 31, 2023. Recent Accounting Guidance Not In November 2023, No. 2023 07, December 15, 2023 first 2025. |
Note 1 - Nature of Operations_2
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Accounts Receivable, Allowance for Credit Loss [Table Text Block] | 2023 2022 Balance, beginning of year $ 110 $ 114 Net charges to bad debt expense 259 (5 ) Write-offs (109 ) 1 Balance, end of year $ 260 $ 110 |
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, 2023 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | December 31, 2023 December 31, 2022 Finished goods $ 1,380 $ 1,234 Raw materials 1,012 1,387 $ 2,392 $ 2,621 |
Note 3 - Fixed Assets (Tables)
Note 3 - Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | 2023 2022 Vehicles $ 65 $ 37 Equipment 235 210 Office and computer equipment 203 189 503 436 Accumulated depreciation (366 ) (309 ) $ 137 $ 127 |
Note 4 - Accrued Expenses (Tabl
Note 4 - Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Accrued Liabilities [Table Text Block] | 2023 2022 Employee benefits $ 317 $ 604 Selling and marketing 302 465 Other accruals 664 575 $ 1,283 $ 1,644 |
Note 7 - Shareholders' Equity (
Note 7 - Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 3,369,332 $ 0.41 Options granted 9,659,000 0.23 Options forfeited/expired (1,620,560 ) 0.41 Balance at December 31, 2023 11,407,772 $ 0.26 Exercisable, December 31, 2023 3,599,020 $ 0.32 Vested and expected to vest 9,561,702 $ 0.26 Outstanding Options Number of Shares Weighted Average Exercise Price Balance at January 1, 2022 3,405,511 $ 0.38 Options granted 828,148 0.51 Options forfeited/expired (864,327 ) 0.41 Balance at December 31, 2022 3,369,332 $ 0.41 Exercisable, December 31, 2022 2,460,674 $ 0.34 Vested and expected to vest 3,116,129 $ 0.40 |
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 11,188,698 8.70 $ 0.25 3,395,572 7.25 $ 0.30 $0.51 to $1.09 214,074 7.35 0.64 198,448 7.29 0.63 $1.10 to $2.99 5,000 7.59 1.33 5,000 7.59 1.33 11,407,772 8.67 0.26 3,599,020 7.25 0.32 |
Nonvested Restricted Stock Shares Activity [Table Text Block] | Restricted Shares Weighted-Average Grant Date Fair Value per share Weighted-Average Contractual Life (years) Non-vested restricted stock at January 1, 2023 - $ - - Granted 1,800,000 0.26 Vested (1,200,000 ) 0.26 Cancelled/expired - - Non-vested restricted stock at December 31, 2023 600,000 $ 0.26 9.1 Restricted Shares Weighted-Average Grant Date Fair Value per share Weighted-Average Contractual Life (years) Non-vested restricted stock at January 1, 2022 - $ - - Granted 4,920,000 0.20 - Vested (70,000 ) 0.22 Cancelled/expired/rescinded (4,850,000 ) 0.20 Non-vested restricted stock at December 31, 2022 - $ - - |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] | Year Ended December 31, 2023 2022 Stock options $ 485 $ 353 Common stock award 17 - Pinestar warrants (defined below) - 76 Restricted stock 192 935 $ 694 $ 1,364 Income statement account: Selling and marketing $ 32 $ 843 General and administrative 662 521 $ 694 $ 1,364 |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Year Ended December 31, 2023 2022 Expected dividend yield — — Expected stock price volatility 87.5 % 79.3 % Risk-free interest rate 3.9 % 2.2 % Expected term (in years) 5.8 6.0 Weighted-average grant date fair-value $ 0.17 $ 0.35 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Number Outstanding Remaining Contractual Life (Years) Exercise Price Per Share Number Exercisable Jones Special Warrants (1) 26,047,137 0.20 $ 0.63 USD 26,047,137 Pinestar Warrants (2) 1,474,808 0.25 0.06 CAD 1,474,808 27,521,945 27,521,945 |
Note 10 - Income Taxes (Tables)
Note 10 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | 2023 2022 Current State $ 13 $ 7 Foreign 20 21 Provision for income taxes $ 33 $ 28 |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | 2023 2022 United States $ (4,901 ) $ (6,469 ) Foreign 80 93 Tota1 $ (4,821 ) $ (6,376 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | 2023 2022 Federal statutory rate 21.00 % 21.00 % Effect of: Permanent differences (0.13 ) (1.17 ) Stock Compensation (1.15 ) (0.85 ) State income taxes, net of federal benefit 1.35 0.77 Change in valuation allowance (22.57 ) (16.20 ) Other, net 0.83 (3.99 ) Provision for income taxes (0.68 )% (0.44 )% |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | 2023 2022 Federal and state net operating loss carryforwards $ 16,872 $ 15,765 Stock-based compensation 262 212 Other, net 82 205 Total deferred tax asset 17,217 16,182 Valuation allowance (17,217 ) (16,182 ) Net deferred tax asset $ — $ — |
Note 11 - Segment Information (
Note 11 - Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Revenue from External Customers by Geographic Areas [Table Text Block] | Year Ended December 31, 2023 2022 Revenue: United States $ 13,537 $ 15,313 Canada 3,072 3,609 Other countries 60 163 Total revenue $ 16,669 $ 19,085 |
Note 1 - Nature of Operations_3
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details Textual) | 3 Months Ended | 12 Months Ended | ||||
Feb. 09, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | Mar. 29, 2024 USD ($) | |
Cash and Cash Equivalents, at Carrying Value | $ 3,867,000 | $ 7,971,000 | ||||
Working Capital (Deficit) | 7,200,000 | 11,600,000 | ||||
Net Cash Provided by (Used in) Operating Activities | (3,819,000) | (5,957,000) | ||||
Net Income (Loss) Attributable to Parent | (4,854,000) | (6,404,000) | ||||
Retained Earnings (Accumulated Deficit) | (83,054,000) | (78,200,000) | ||||
Net Cash Provided by (Used in) Financing Activities | (246,000) | 9,214,000 | ||||
Proceeds from Stock Options Exercised | 0 | |||||
Accounts Receivable, Allowance for Credit Loss, Current | 260,000 | 110,000 | ||||
Inventory Valuation Reserves | 73,000 | 156,000 | ||||
Realized Gain (Loss), Foreign Currency Transaction, before Tax | 1,000 | 7,000 | ||||
Revenues | $ 16,669,000 | 19,085,000 | ||||
Slotting Fees and Promotional Allowances | 1,600,000 | |||||
Maximum Discount for Customers, Payment Made Within 15 Days | 2% | |||||
Advertising Expense | $ 1,200,000 | 1,000,000 | ||||
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 | 11,407,772 | 3,369,332 | ||||
Warrant [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | shares | 27,521,945 | 27,721,945 | ||||
Shipping and Handling [Member] | ||||||
Revenues | $ 147,000 | $ 163,000 | ||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||||||
Number of Major Customers | 0 | 2 | ||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | One Customer [Member] | ||||||
Concentration Risk, Percentage | 22% | |||||
Subsequent Event [Member] | Revolving Credit Facility [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,000,000 | |||||
Contingent Convertible Debentures [Member] | ||||||
Proceeds from Convertible Debt | $ 3,000,000 | $ 3,000,000 | $ 0 | $ 7,152,000 | $ 538,000 | |
Debt Instrument, Face Amount | 3,000,000 | |||||
Contingent Convertible Debentures [Member] | Minimum [Member] | ||||||
Proceeds from Convertible Debt | $ 7.1 |
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, 2023 | Dec. 31, 2022 | |
Balance, beginning of year | $ 110 | $ 114 |
Net charges to bad debt expense | 259 | (5) |
Write-offs | (109) | 1 |
Balance, end of year | $ 260 | $ 110 |
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, 2023 | |
Equipment [Member] | Minimum [Member] | |
Depreciation rate | 20% |
Equipment [Member] | Maximum [Member] | |
Depreciation rate | 30% |
Vehicles and Office and Computer Equipment [Member] | |
Depreciation rate | 30% |
Note 2 - Inventory - Inventory
Note 2 - Inventory - Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finished goods | $ 1,380 | $ 1,234 |
Raw materials | 1,012 | 1,387 |
Inventory, Net | $ 2,392 | $ 2,621 |
Note 3 - Fixed Assets (Details
Note 3 - Fixed Assets (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Depreciation | $ 63,000 | $ 66,000 |
Gain on Disposition of Property Plant Equipment, Excluding Oil and Gas Property and Timber Property | $ 0 | $ 54,000 |
Note 3 - Fixed Assets - Fixed A
Note 3 - Fixed Assets - Fixed Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, plant and equipment, gross | $ 503 | $ 436 |
Accumulated depreciation | (366) | (309) |
Property, Plant and Equipment, Net | 137 | 127 |
Vehicles [Member] | ||
Property, plant and equipment, gross | 65 | 37 |
Equipment [Member] | ||
Property, plant and equipment, gross | 235 | 210 |
Office and Computer Equipment [Member] | ||
Property, plant and equipment, gross | $ 203 | $ 189 |
Note 4 - Accrued Expenses - Acc
Note 4 - Accrued Expenses - Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Employee benefits | $ 317 | $ 604 |
Selling and marketing | 302 | 465 |
Other accruals | 664 | 575 |
Accrued Liabilities, Current | $ 1,283 | $ 1,644 |
Note 5 - Convertible Debentur_2
Note 5 - Convertible Debentures (Details Textual) | 3 Months Ended | 12 Months Ended | |||||||
Feb. 09, 2022 USD ($) $ / shares shares | Jul. 14, 2021 USD ($) $ / shares shares | Apr. 18, 2018 USD ($) $ / shares | Mar. 23, 2018 USD ($) $ / shares | Mar. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2023 $ / shares | |
Share Price (in dollars per share) | $ / shares | $ 0.3 | $ 0.36 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 0.06 | ||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 5,147,000 | ||||||||
Plan of Arrangement Conversion [Member] | |||||||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ / shares | $ 0.5 | ||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | shares | 4,025,035 | ||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 2,000,000 | ||||||||
Jones Special Warrant [Member] | |||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | shares | 1 | 1 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 0.625 | $ 0.625 | $ 0.63 | ||||||
Warrants and Rights Outstanding, Term (Month) | 24 months | ||||||||
Plan of Arrangement Warrant Conversion [Member] | |||||||||
Class of Warrant or Right, Exercised (in shares) | shares | 4,025,035 | ||||||||
Convertible Notes [Member] | |||||||||
Convertible Subordinated Debt, Total | $ 2,920,000 | ||||||||
Debt Instrument, Term (Year) | 4 years | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6% | ||||||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ / shares | $ 0.32 | ||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 350,000 | ||||||||
Debt Issuance Costs, Gross | $ 137,000 | ||||||||
Convertible Notes Payable, Noncurrent | 0 | ||||||||
Unsecured Convertible Debenture to SOL Verano Blocker 1 LLC [Member] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3% | 5% | |||||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ / shares | $ 0.5 | $ 0.5 | |||||||
Proceeds from Convertible Debt | $ 2,000,000 | ||||||||
Convertible Debt Common Shares Issuable per Unit (in shares) | shares | 1 | 1 | |||||||
Convertible Debt Warrants Issuable per Unit (in shares) | shares | 1 | 1 | |||||||
Interest Payable | $ 47,000 | ||||||||
Contingent Convertible Debentures [Member] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3% | ||||||||
Debt Issuance Costs, Gross | $ 108,000 | ||||||||
Proceeds from Convertible Debt | $ 3,000,000 | $ 3,000,000 | $ 0 | 7,152,000 | $ 538,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 0.5 | ||||||||
Convertible Debt | $ 0 | $ 0 |
Note 6 - Membership Agreement_2
Note 6 - Membership Agreement Obligation (Details Textual) - Shared Office and Warehouse Facility in Seattle, WA [Member] - USD ($) | Dec. 31, 2023 | Sep. 01, 2022 |
Lessee, Operating Lease, Term of Contract (Year) | 1 year | |
Lessee, Operating Lease, Monthly Rent | $ 9,000 | $ 6,000 |
Note 7 - Shareholders' Equity_2
Note 7 - Shareholders' Equity (Details Textual) | 12 Months Ended | ||||||||||
May 16, 2022 shares | Feb. 15, 2022 USD ($) $ / shares shares | Jul. 14, 2021 $ / shares shares | Jan. 01, 2020 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2023 $ / shares | Dec. 31, 2022 $ / shares | Feb. 09, 2022 $ / shares shares | |||
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 | $ | $ 0 | $ 77,000 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Intrinsic Value | $ | 0 | 77,000 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period, Intrinsic Value | $ | $ 0 | $ 0 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period (in shares) | 0 | 0 | |||||||||
Class of Warrant or Right, Outstanding (in shares) | 27,521,945 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 0.06 | ||||||||||
Share-Based Payment Arrangement, Expense | $ | $ 694,000 | $ 1,364,000 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised (in shares) | 200,000 | ||||||||||
Proceeds from Warrant Exercises | $ | $ 9,000 | ||||||||||
Jones Special Warrant [Member] | |||||||||||
Proceeds from a Subscription Receipt, Net | $ | $ 8,000,000 | ||||||||||
Subscription Receipt, Conversion into Warrants (in shares) | 16,000,000 | ||||||||||
Class of Warrant or Right, Outstanding (in shares) | [1] | 26,047,137 | |||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1 | 1 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 0.625 | $ 0.63 | $ 0.625 | ||||||||
Pinestar Warrants [Member] | |||||||||||
Class of Warrant or Right, Outstanding (in shares) | 16,800,000 | 1,474,808 | [2] | 1,674,808 | |||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 10.031 | 1 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 0.06 | $ 0.06 | |||||||||
Conversion of 2021 Unsecured Convertible Debenture into Jones Special Warrants [Member] | |||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued (in shares) | 4,025,035 | ||||||||||
Conversion of 2022 Unsecured Convertible Debenture into Jones Special Warrants [Member] | |||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued (in shares) | 6,022,102 | ||||||||||
Pinestar Subscription Receipt Offering [Member] | |||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 20,000,048 | ||||||||||
Proceeds from Issuance or Sale of Equity, Total | $ | $ 7,152,000 | ||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ / shares | $ 0.5 | ||||||||||
Two Board of Director's Members [Member] | Pinestar Warrants [Member] | |||||||||||
Class of Warrant or Right, Warrants Issued During Period (in shares) | 600,000 | ||||||||||
Share-Based Payment Arrangement, Expense | $ | $ 76,000 | ||||||||||
Share-Based Payment Arrangement, Option [Member] | |||||||||||
Share-Based Payment Arrangement, Expense | $ | $ 485,000 | $ 353,000 | |||||||||
Restricted Stock Units (RSUs) [Member] | Non-employee Directors [Member] | |||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount, Total | $ | $ 25,000 | ||||||||||
Stock Options and Non-vested Stock [Member] | |||||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ | $ 808,000 | ||||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 2 years 1 month 28 days | ||||||||||
The 2022 Incentive Plan [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) | 10,000,000 | ||||||||||
The 2011 Incentive Plan [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) | 11,936,074 | ||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 1,936,074 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares) | 6,330,250 | ||||||||||
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 | ||||||||||
[1]Upon conversion of the beforementioned 2021 Unsecured Convertible Debenture, 4,025,035 Jones Special Warrants were issued. In connection with the beforementioned Plan of Arrangement, Pinestar completed an offering for Subscription Receipts for aggregate gross proceeds of $8,000,000. Pursuant to the Plan of Arrangement, each Subscription Receipt automatically converted into 16,000,000 Jones Special Warrants. Lastly, Upon conversion of the beforementioned 2022 Unsecured Convertible Debenture, 6,022,102 Jones Special Warrants were issued.[2]In connection with the beforementioned Plan of Arrangement, Pinestar, Pinestar had outstanding 16,800,000 existing common share purchase warrants and as a result of the consolidation, and the number of Pinestar Shares issuable pursuant to the Pinestar warrants as adjusted in accordance with their terms to account for the consolidation (10.031 pre consolidation shares to 1 post consolidation), resulting in an aggregate of approximately 1,674,808 post-consolidated Pinestar warrants, subject to rounding, each exercisable for the purchase of one post-consolidation Pinestar Share at a price of $0.0602 CAD per share. 600,000 warrants were transferred to two Board of Director members for 2022 services, thus resulting in $76,000 in stock compensation expense incurred during the year ended December 31, 2022 |
Note 7 - Shareholders' Equity -
Note 7 - Shareholders' Equity - Summary of Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Balance, number of shares (in shares) | 3,369,332 | 3,405,511 |
Balance, weighted average exercise price (in dollars per share) | $ 0.41 | $ 0.38 |
Options granted, number of shares (in shares) | 9,659,000 | 828,148 |
Options granted, weighted average exercise price (in dollars per share) | $ 0.23 | $ 0.51 |
Options forfeited/expired, number of shares (in shares) | (1,620,560) | (864,327) |
Options forfeited/expired, weighted average exercise price (in dollars per share) | $ 0.41 | $ 0.41 |
Balance, number of shares (in shares) | 11,407,772 | 3,369,332 |
Balance, weighted average exercise price (in dollars per share) | $ 0.26 | $ 0.41 |
Exercisable, number of shares (in shares) | 3,599,020 | 2,460,674 |
Exercisable, weighted average exercise price (in dollars per share) | $ 0.32 | $ 0.34 |
Vested and expected to vest, number of shares (in shares) | 9,561,702 | 3,116,129 |
Vested and expected to vest, weighted average exercise price (in dollars per share) | $ 0.26 | $ 0.4 |
Note 7 - Shareholders' Equity_3
Note 7 - Shareholders' Equity - Stock Options Outstanding and Exercisable (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Number outstanding (in shares) | shares | 11,407,772 |
Options outstanding, weighted average remaining contractual life (Year) | 8 years 8 months 1 day |
Options outstanding, weighted average exercise price (in dollars per share) | $ 0.26 |
Number exercisable (in shares) | shares | 3,599,020 |
Options exercisable, weighted average remaining contractual life (Year) | 7 years 3 months |
Options exercisable, weighted average exercise price (in dollars per share) | $ 0.32 |
Range One [Member] | |
Exercise price, lower limit (in dollars per share) | 0.15 |
Exercise price, upper limit (in dollars per share) | $ 0.5 |
Number outstanding (in shares) | shares | 11,188,698 |
Options outstanding, weighted average remaining contractual life (Year) | 8 years 8 months 12 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 0.25 |
Number exercisable (in shares) | shares | 3,395,572 |
Options exercisable, weighted average remaining contractual life (Year) | 7 years 3 months |
Options exercisable, weighted average exercise price (in dollars per share) | $ 0.3 |
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 | 214,074 |
Options outstanding, weighted average remaining contractual life (Year) | 7 years 4 months 6 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 0.64 |
Number exercisable (in shares) | shares | 198,448 |
Options exercisable, weighted average remaining contractual life (Year) | 7 years 3 months 14 days |
Options exercisable, weighted average exercise price (in dollars per share) | $ 0.63 |
Range Three [Member] | |
Exercise price, lower limit (in dollars per share) | 1.1 |
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) | 7 years 7 months 2 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 1.33 |
Number exercisable (in shares) | shares | 5,000 |
Options exercisable, weighted average remaining contractual life (Year) | 7 years 7 months 2 days |
Options exercisable, weighted average exercise price (in dollars per share) | $ 1.33 |
Note 7 - Shareholders' Equity_4
Note 7 - Shareholders' Equity - Summary of Restricted Stock Activity (Details) - Restricted Stock [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Non-vested restricted stock (in shares) | 0 | 0 |
Non-vested restricted stock, weighted-average grant date fair value (in dollars per share) | $ 0 | $ 0 |
Granted (in shares) | 1,800,000 | 4,920,000 |
Granted, weighted-average grant date fair value (in dollars per share) | $ 0.26 | $ 0.2 |
Vested (in shares) | (1,200,000) | (70,000) |
Vested, weighted-average grant date fair value (in dollars per share) | $ 0.26 | $ 0.22 |
Cancelled/expired (in shares) | 0 | (4,850,000) |
Cancelled/expired/rescinded, weighted-average grant date fair value (in dollars per share) | $ 0 | $ 0.2 |
Non-vested restricted stock (in shares) | 600,000 | 0 |
Non-vested restricted stock, weighted-average grant date fair value (in dollars per share) | $ 0.26 | $ 0 |
Non-vested restricted stock, weighted-average contractual life (Year) | 9 years 1 month 6 days |
Note 7 - Shareholders' Equity_5
Note 7 - Shareholders' Equity - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Stock-based compensation expense | $ 694 | $ 1,364 |
Selling and Marketing Expense [Member] | ||
Stock-based compensation expense | 32 | 843 |
General and Administrative Expense [Member] | ||
Stock-based compensation expense | 662 | 521 |
Share-Based Payment Arrangement, Option [Member] | ||
Stock-based compensation expense | 485 | 353 |
Common Stock Award [Member] | ||
Stock-based compensation expense | 17 | 0 |
Pinestar Warrants [Member] | ||
Stock-based compensation expense | 0 | 76 |
Restricted Stock [Member] | ||
Stock-based compensation expense | $ 192 | $ 935 |
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, 2023 | Dec. 31, 2022 | |
Expected dividend yield | 0% | 0% |
Expected stock price volatility | 87.50% | 79.30% |
Risk-free interest rate | 3.90% | 2.20% |
Expected term (in years) (Year) | 5 years 9 months 18 days | 6 years |
Weighted-average grant date fair-value (in dollars per share) | $ 0.17 | $ 0.35 |
Note 7 - Stockholders' Equity -
Note 7 - Stockholders' Equity - Schedule of Warrants (Details) | 12 Months Ended | ||||||||
Dec. 31, 2023 $ / shares shares | Dec. 31, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | Feb. 15, 2022 shares | Feb. 09, 2022 $ / shares | Jul. 14, 2021 $ / shares | ||||
Warrants outstanding (in shares) | 27,521,945 | 27,521,945 | |||||||
Warrants, exercise price (in dollars per share) | $ / shares | $ 0.06 | ||||||||
Warrants, number exercisable (in shares) | 27,521,945 | 27,521,945 | |||||||
Jones Special Warrant [Member] | |||||||||
Warrants outstanding (in shares) | [1] | 26,047,137 | 26,047,137 | ||||||
Warrants, remaining contractual life (Year) | 2 months 12 days | ||||||||
Warrants, exercise price (in dollars per share) | $ / shares | $ 0.63 | $ 0.625 | $ 0.625 | ||||||
Warrants, number exercisable (in shares) | 26,047,137 | 26,047,137 | |||||||
Pinestar Warrants [Member] | |||||||||
Warrants outstanding (in shares) | 1,474,808 | [2] | 1,474,808 | [2] | 1,674,808 | 16,800,000 | |||
Warrants, remaining contractual life (Year) | 3 months | ||||||||
Warrants, exercise price (in dollars per share) | $ / shares | $ 0.06 | $ 0.06 | |||||||
Warrants, number exercisable (in shares) | 1,474,808 | 1,474,808 | |||||||
[1]Upon conversion of the beforementioned 2021 Unsecured Convertible Debenture, 4,025,035 Jones Special Warrants were issued. In connection with the beforementioned Plan of Arrangement, Pinestar completed an offering for Subscription Receipts for aggregate gross proceeds of $8,000,000. Pursuant to the Plan of Arrangement, each Subscription Receipt automatically converted into 16,000,000 Jones Special Warrants. Lastly, Upon conversion of the beforementioned 2022 Unsecured Convertible Debenture, 6,022,102 Jones Special Warrants were issued.[2]In connection with the beforementioned Plan of Arrangement, Pinestar, Pinestar had outstanding 16,800,000 existing common share purchase warrants and as a result of the consolidation, and the number of Pinestar Shares issuable pursuant to the Pinestar warrants as adjusted in accordance with their terms to account for the consolidation (10.031 pre consolidation shares to 1 post consolidation), resulting in an aggregate of approximately 1,674,808 post-consolidated Pinestar warrants, subject to rounding, each exercisable for the purchase of one post-consolidation Pinestar Share at a price of $0.0602 CAD per share. 600,000 warrants were transferred to two Board of Director members for 2022 services, thus resulting in $76,000 in stock compensation expense incurred during the year ended December 31, 2022 |
Note 8 - Employee 401(k) Plan (
Note 8 - Employee 401(k) Plan (Details Textual) | 12 Months Ended | |
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Defined Contribution Plan, Hours of Service in Three Consecutive Months | 1 | |
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 100% | |
Defined Contribution Plan, Employer, Matching Contributions Accrued | $ 36,000 | $ 42,000 |
Note 9 - Commitments and Cont_2
Note 9 - Commitments and Contingencies (Details Textual) - USD ($) | Mar. 25, 2024 | Dec. 31, 2023 |
Recorded Unconditional Purchase Obligation, to be Paid, Year One | $ 1,200,000 | |
Recorded Unconditional Purchase Obligation, to be Paid, Year Two | $ 0 | |
Subsequent Event [Member] | Notice of Claim From Core Manufacturing, LLC [Member] | Mary Jones Michigan, LLC [Member] | ||
Loss Contingency, Damages Sought, Value | $ 7,220,357 |
Note 10 - Income Taxes (Details
Note 10 - Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 1,030,000 | $ 1,000,000 |
Liability for Uncertainty in Income Taxes, Current | 0 | $ 0 |
Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | ||
Operating Loss Carryforwards, Subject to Expiration | 54,900,000 | |
Operating Loss Carryforwards, Not Subject to Expiration | 19,500,000 | |
State and Local Jurisdiction [Member] | Internal Revenue Service (IRS) [Member] | ||
Operating Loss Carryforwards, Subject to Expiration | 21.2 | |
Operating Loss Carryforwards, Not Subject to Expiration | $ 0.5 |
Note 10 - Income Taxes - Provis
Note 10 - Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
State | $ 13 | $ 7 |
Foreign | 20 | 21 |
Provision for income taxes | $ 33 | $ 28 |
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, 2023 | Dec. 31, 2022 | |
United States | $ (4,901) | $ (6,469) |
Foreign | 80 | 93 |
Tota1 | $ (4,821) | $ (6,376) |
Note 10 - Income Taxes - Income
Note 10 - Income Taxes - Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Federal statutory rate | 21% | 21% |
Permanent differences | (0.13%) | (1.17%) |
Stock Compensation | (1.15%) | (0.85%) |
State income taxes, net of federal benefit | 1.35% | 0.77% |
Change in valuation allowance | (22.57%) | (16.20%) |
Other, net | 0.83% | (3.99%) |
Provision for income taxes | (0.68%) | (0.44%) |
Note 10 - Income Taxes - Compon
Note 10 - Income Taxes - Components of Deferred Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Federal and state net operating loss carryforwards | $ 16,872 | $ 15,765 |
Stock-based compensation | 262 | 212 |
Other, net | 82 | 205 |
Total deferred tax asset | 17,217 | 16,182 |
Valuation allowance | (17,217) | (16,182) |
Net deferred tax asset | $ 0 | $ 0 |
Note 11 - Segment Information_2
Note 11 - Segment Information (Details Textual) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
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 | 17% | 17% |
Note 11 - Segment Information -
Note 11 - Segment Information - Geographic Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue | $ 16,669 | $ 19,085 |
UNITED STATES | ||
Revenue | 13,537 | 15,313 |
CANADA | ||
Revenue | 3,072 | 3,609 |
Other Countries [Member] | ||
Revenue | $ 60 | $ 163 |
Note 12 - Insurance Premium F_2
Note 12 - Insurance Premium Financing (Details Textual) - IPFS Corporation Insurance Agreement [Member] - USD ($) | Nov. 15, 2023 | Nov. 15, 2022 |
Debt Instrument, Term (Year) | 1 year | 1 year |
Debt Instrument, Face Amount | $ 357,000 | $ 612,000 |
Short-Term Debt, Weighted Average Interest Rate, at Point in Time | 8.49% | 6.99% |
Note 13 - Related Party Trans_2
Note 13 - Related Party Transactions (Details Textual) | 12 Months Ended | |||||||
Feb. 15, 2022 USD ($) $ / shares shares | Jan. 06, 2022 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2023 $ / shares | Dec. 31, 2022 $ / shares shares | Feb. 09, 2022 USD ($) $ / shares shares | Jul. 14, 2021 $ / shares shares | |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 0.06 | |||||||
Proceeds from Warrant Exercises | $ | $ 9,000 | |||||||
Unsecured Convertible Debenture to SOL Verano Blocker 1 LLC [Member] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3% | 5% | ||||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ / shares | $ 0.5 | $ 0.5 | ||||||
Convertible Debt Common Shares Issuable per Unit (in shares) | 1 | 1 | ||||||
Convertible Debt Warrants Issuable per Unit (in shares) | 1 | 1 | ||||||
Pinestar Warrants [Member] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | 0.06 | $ 0.06 | ||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 10.031 | 1 | ||||||
Jones Special Warrant [Member] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 0.63 | $ 0.625 | $ 0.625 | |||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1 | 1 | ||||||
Proceeds from a Subscription Receipt, Net | $ | $ 8,000,000 | |||||||
Paul Norman [Member] | Pinestar Warrants [Member] | ||||||||
Class of Warrant or Right, Warrants Issued During Period (in shares) | 200,000 | 200,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 0.06 | |||||||
Proceeds from Warrant Exercises | $ | $ 9,000 | |||||||
Julianna Pena [Member] | Royalty Agreement [Member] | ||||||||
Related Party Transaction, Amounts of Transaction | $ | $ 100,000 | $ 136,000 | ||||||
Royalty Percentage | 10% | |||||||
Current Director [Member] | Unsecured Convertible Debenture to SOL Verano Blocker 1 LLC [Member] | ||||||||
Debt Instrument, Face Amount | $ | $ 100,000 | |||||||
Former Director [Member] | Unsecured Convertible Debenture to SOL Verano Blocker 1 LLC [Member] | ||||||||
Debt Instrument, Face Amount | $ | $ 400,000 | |||||||
Current and Former Directors [Member] | ||||||||
Proceeds from a Subscription Receipt, Net | $ | $ 200,000 | |||||||
Stock Issued During Period, Shares, New Issues (in shares) | 400,000 | |||||||
Current and Former Directors [Member] | Jones Special Warrant [Member] | ||||||||
Class of Warrant or Right, Warrants Issued During Period (in shares) | 400,000 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 0.625 | |||||||
Jamie Colbourne [Member] | Pinestar Warrants [Member] | ||||||||
Class of Warrant or Right, Warrants Issued During Period (in shares) | 400,000 |
Note 14 - Subsequent Events (De
Note 14 - Subsequent Events (Details Textual) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Mar. 29, 2024 | |
Subsequent Event [Member] | Revolving Credit Facility [Member] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2 | |
Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | Lassonde [Member] | ||
Concentration Risk, Percentage | 17% |