Reed's (REED) 10-Q 14 May 19 2019 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2019	Apr. 30, 2019
Document And Entity Information
Entity Registrant Name	REED'S, INC.
Entity Central Index Key	0001140215
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	false
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		33,660,852
Trading Symbol	REED
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2019

Condensed Balance Sheets

Condensed Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Current assets:
Cash	$ 2,650	$ 624
Accounts receivable, net of allowance for doubtful accounts and returns and discounts of $447 and $623, respectively	3,451	2,608
Receivable from related party		195
Inventory, net of reserve for obsolescence of $113 and $197, respectively	10,732	7,380
Prepaid expenses and other current assets	445	131
Total Current Assets	17,278	10,938
Property and equipment, net of accumulated depreciation of $378 and $342, respectively	912	896
Equipment held for sale, net of impairment reserves of $118 and $118, respectively	82	82
Intangible assets	576	576
Total Assets	18,848	12,492
Current Liabilities:
Accounts payable	4,262	5,721
Accrued expenses	1,103	1,483
Revolving line of credit	2,759	6,980
Current portion of leases payable	53	51
Total Current Liabilities	8,177	14,235
Leases payable, less current portion	787	801
Convertible note to a related party	4,287	4,161
Warrant liability	85	38
Total Liabilities	13,336	19,235
Stockholders' equity (deficit):
Series A Convertible Preferred stock, $10 par value, 500,000 shares authorized, 9,412 shares issued and outstanding	94	94
Common stock, $.0001 par value, 70,000,000 and 40,000,000 shares authorized, 33,513,947 and 25,729,461 shares issued and outstanding, respectively	3	3
Additional paid in capital	69,110	53,591
Accumulated deficit	(63,695)	(60,431)
Total stockholders' equity (deficit)	5,512	(6,743)
Total liabilities and stockholders' equity	$ 18,848	$ 12,492

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Accounts receivable, allowance for doubtful accounts and returns and discounts	$ 447	$ 623
Inventory, reserve for obsolescence net	113	197
Property and equipment, accumulated depreciation	378	342
Equipment, impairment reserves	$ 118	$ 118
Series A convertible preferred stock, par value	$ 10	$ 10
Series A convertible preferred stock, shares authorized	500,000	500,000
Series A convertible preferred stock, shares issued	9,412	9,412
Series A convertible preferred stock, shares outstanding	9,412	9,412
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	70,000,000	40,000,000
Common stock, shares issued	33,513,947	25,729,461
Common stock, shares outstanding	33,513,947	25,729,461

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Income Statement [Abstract]
Net Sales	$ 8,449	$ 8,288
Cost of goods sold	5,945	5,985
Gross profit	2,504	2,303
Operating expenses:
Delivery and handling expense	1,030	956
Selling and marketing expense	2,015	1,013
General and administrative expense	2,371	1,433
(Gain)/Loss on sale of assets	(30)	26
Total operating expenses	5,386	3,428
Loss from operations	(2,882)	(1,125)
Interest expense	(335)	(485)
Change in fair value of warrant liability	(47)	(5)
Net loss	$ (3,264)	$ (1,615)
Loss per share - basic and diluted	$ (0.11)	$ (0.06)
Weighted average number of shares outstanding - basic and diluted	29,103,645	24,989,863

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands	Common Stock [Member]	Preferred Stock [Member]	Common Stock Issuable [Member]	Additional Paid In Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2017	$ 2	$ 94	$ 680	$ 49,833	$ (50,101)	$ 508
Balance, Shares at Dec. 31, 2017	24,619,591	9,411	400,000
Fair value of vested options				161		161
Fair value vesting of restricted common stock			$ 113			113
Fair value vesting of restricted common stock, shares			854,592
Common shares issued/granted to Directors for services			$ (709)	709
Common shares issued/granted to Directors for services provided	416,452		(416,452)
Net Loss					(1,615)	(1,615)
Balance at Mar. 31, 2018	$ 2	$ 94	$ 84	50,703	(51,716)	(833)
Balance, Shares at Mar. 31, 2018	25,036,043	9,411	838,140
Balance at Dec. 31, 2017	$ 2	$ 94	$ 680	49,833	(50,101)	508
Balance, Shares at Dec. 31, 2017	24,619,591	9,411	400,000
Fair value vesting of restricted common stock			$ 1,412
Fair value vesting of restricted common stock, shares			854,592
Balance at Dec. 31, 2018	$ 3	$ 94		53,591	(60,431)	(6,743)
Balance, Shares at Dec. 31, 2018	25,729,461	9,411
Fair value of vested options				412		412
Fair value of vested restricted shares granted to an officer for services				150		150
Common shares issued/granted to Directors for services				44		44
Common shares issued/granted to Directors for services provided	17,652
Common shares issued pursuant to the rights offering, net of offering costs				14,867		14,867
Common shares issued pursuant to the rights offering, net of offering costs, shares	7,733,750
Exercise of warrants				46		46
Exercise of warrants, shares	33,084
Net Loss					(3,264)	(3,264)
Balance at Mar. 31, 2019	$ 3	$ 94		$ 69,110	$ (63,695)	$ 5,512
Balance, Shares at Mar. 31, 2019	33,513,947	9,411	0

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Cash flows from operating activities:
Net loss	$ (3,264)	$ (1,615)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	13	177
(Gain)/loss on sale of property & equipment	(30)	26
Amortization of debt discount	75	28
Amortization of right of use assets	23
Stock options issued to employees for services	412	161
Common stock issued for services	194	113
Decrease in allowance for doubtful accounts	(175)	(32)
Decrease in inventory reserve	(84)	(58)
Increase in fair value of warrant liability	47	5
Accrual of interest on convertible note to a related party	126	112
Lease Liability	(4)
Changes in operating assets and liabilities:
Accounts receivable	(668)	259
Inventory	(3,268)	(846)
Prepaid expenses and other assets	(314)	(117)
Accounts payable	(1,459)	(2,829)
Accrued expenses	(380)	(13)
Other long term obligations		(7)
Net cash used in operating activities	(8,756)	(4,636)
Cash flows from investing activities:
Proceeds from sale of property and equipment	30	69
Purchase of property and equipment	(52)
Net cash provided by (used in) investing activities	(22)	69
Cash flows from financing activities:
Borrowings on line of credit	18,696	5,187
Repayments of line of credit	(22,992)	(8,488)
Principal repayments on capital expansion loan		(507)
Principal repayments on long term financial obligation		(50)
Repayment of amounts due to/from officers	195	(277)
Principal repayments on capital lease obligation	(8)	(49)
Exercise of warrants	46
Proceeds from sale of common stock	14,867
Net cash provided by (used in) financing activities	10,804	(4,184)
Net increase/(decrease) in cash	2,026	(8,751)
Cash at beginning of period	624	12,127
Cash at end of period	2,650	3,376
Supplemental disclosures of cash flow information:
Cash paid for interest	135	334
Non Cash Investing and Financing Activities
Property and equipment acquired through capital lease		44
Vendor credits issued for fixed asset purchases		108
Assets sold to third parties at cost		$ 69

Basis of Presentation and Liqui

Basis of Presentation and Liquidity	3 Months Ended
	Mar. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation and Liquidity	1. Basis of Presentation and Liquidity The accompanying interim condensed financial statements of Reed’s, Inc. (the “Company”, “we”, “us”, or “our”), are unaudited, but in the opinion of management contain all adjustments, including normal recurring adjustments, necessary to present fairly our financial position at March 31, 2019 and the results of operations and cash flows for the three months ended March 31, 2019 and 2018. The balance sheet as of December 31, 2018 is derived from the Company’s audited financial statements. Certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. We believe that the disclosures contained in these condensed financial statements are adequate to make the information presented herein not misleading. For further information, refer to the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as filed with the Securities and Exchange Commission on April 1, 2019. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2019. Liquidity The accompanying financial statements have been prepared under the assumption that the Company will continue as a going concern. Such assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. For the three months ended March 31, 2019, the Company recorded a net loss of $3,264 and used cash in operations of $8,756. As of March 31, 2019, we had a cash balance of $2,650 with borrowing capacity of $6,826, a stockholder’s equity of $5,512 and a working capital of $9,101 compared to a cash balance of $624 stockholder’s deficit of $6,743 and working capital shortfall of $3,297 at December 31, 2018. On February 20, 2019, the Company conducted a public offering of 7,733,750 shares of its common stock at $2.10 per share resulting to net proceeds to the Company of $14,867. Historically, we have financed our operations through public and private sales of common stock, issuance of preferred and common stock, convertible debt instruments, term loans and credit lines from financial institutions, and cash generated from operations. We have taken decisive action to improve our margins, including fully outsourcing our manufacturing process, streamlining our product portfolio, negotiating improved vendor contracts and restructuring our selling prices.

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Significant Accounting Policies	2. Significant Accounting Policies Revenue Recognition The Company recognizes revenue in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606), (“ASC 606”). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which include (1) identifying the contract or agreement with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company does not have any significant contracts with customers requiring performance beyond delivery, and contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. Revenue and costs of sales are recognized when control of the products transfers to our customer, which generally occurs upon shipment from our facilities. The Company’s performance obligations are satisfied at that time. All of the Company’s products are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them. The Company does not allow for returns, except for damaged products when the damage occurred pre-fulfillment. Damaged product returns have historically been insignificant. Because of this, the stand-alone nature of our products, and our assessment of performance obligations and transaction pricing for our sales contracts, we do not currently maintain a contract asset or liability balance for obligations. We assess our contracts and the reasonableness of our conclusions on a quarterly basis. Loss per Common Share Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the year. Diluted earnings (loss) per share is computed by dividing the net income applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation when their effect is antidilutive. For the periods ended March 31, 2019 and 2018, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have had an anti-dilutive effect. The potentially dilutive securities consisted of the following: March 31, 2019 March 31, 2018 Convertible note to a related party 2,266,667 2,266,667 Warrants 6,827,167 7,325,282 Common stock equivalent of Series A Convertible Preferred stock 37,644 37,644 Unvested restricted common stock 598,370 0 Options 4,331,234 2,898,754 Total 14,061,082 12,528,347 The Series A Convertible Preferred Stock is convertible into Common shares at the rate of 1:4. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include estimates for reserves of uncollectible accounts, inventory obsolescence, depreciable lives of property and equipment, analysis of impairments of recorded long-term tangible and intangible assets, realization of deferred tax assets, accruals for potential liabilities and assumptions made in valuing stock instruments issued for services. Recent Accounting Pronouncements In June 2018, the FASB issued ASU No. 2018-07, “Compensation – Stock Compensation (Topic 718); Improvements to Non-Employee Share-Based Payment Accounting” (“ASU 2018-07”). ASU 2018-07 generally aligns the measurement and classification of share-based awards to non-employees with that of share-based awards to employees. Non-employee equity awards will be measured at the fair value of the equity instruments to be issued, as of the grant date, and the resulting amount will be recognized as expense over the expected or contractual term of the award. The ASU applies to all share-based payments to nonemployees in exchange for goods or services used or consumed in an entity’s own operations. It does not apply to instruments issued to a lender or investor in a financing transaction, or to instruments granted when selling goods or services to customers. ASU 2018-07 is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. The Company adopted the provisions of ASU 2018-07 in the quarter beginning January 1, 2019. The adoption of ASU 2018-07 did not have any impact on the Company’s financial statement presentation or disclosures. In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement.” ASU 2018-13 amends certain disclosure requirements pertaining to fair value measurement, and is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The adoption of ASU 2018-13 is not expected to have a material impact on the Company’s financial position, results of operations, and cash flows. Other recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. Concentrations Gross sales. Accounts receivable. Purchases from vendors. Accounts payable. Fair Value of Financial Instruments The Company uses various inputs in determining the fair value of its financial assets and liabilities and measures these assets on a recurring basis. Financial assets recorded at fair value are categorized by the level of subjectivity associated with the inputs used to measure their fair value. Accounting Standards Codification Section 820 defines the following levels of subjectivity associated with the inputs: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3—Unobservable inputs based on the Company’s assumptions. The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable, short-term bank loans, accounts payable, notes payable and other payables, approximate their fair values because of the short maturity of these instruments. The carrying values of capital lease obligations and long-term financing obligations approximate their fair values because interest rates on these obligations are based on prevailing market interest rates. As of March 31, 2019, and December 31, 2018, the Company’s balance sheets included warrant liabilities aggregating $85 and $38 respectively, measured at fair value based on Level 3 inputs.

Inventory

Inventory	3 Months Ended
	Mar. 31, 2019
Inventory Disclosure [Abstract]
Inventory	3. Inventory Inventory is valued at the lower of cost (first-in, first-out) or market, and net of reserves is comprised of the following (in thousands): March 31, 2019 December 31, 2018 Raw Materials and Packaging $ 3,941 $ 3,053 Finished Goods 6,791 4,327 Total $ 10,732 $ 7,380 The Company has recorded a reserve for slow moving and potentially obsolete inventory. The reserve at March 31, 2019 and December 31, 2018 was $113 and $197, respectively.

Property and Equipment

Property and Equipment	3 Months Ended
	Mar. 31, 2019
Property, Plant and Equipment [Abstract]
Property and Equipment	4. Property and Equipment Property and equipment is comprised of the following (in thousands): March 31, 2019 December 31, 2018 Right-of-use assets under operating leases $ 730 $ 730 Right-of-use assets under finance leases 204 204 Computer hardware and software 356 304 Total cost 1,290 1,238 Accumulated depreciation & amortization (378 ) (342 ) Net book value $ 912 $ 896 Depreciation expense for the three months ended March 31, 2019 and 2018 was $13 and $177 respectively.

Intangible Assets

Intangible Assets	3 Months Ended
	Mar. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	5. Intangible Assets Intangible assets are comprised of brand names acquired, specifically Virgil’s. They have been assigned an indefinite life, as we currently anticipate that they will contribute cash flows to the Company perpetually. These indefinite-lived intangible assets are not amortized, but are assessed for impairment annually and evaluated annually to determine whether the indefinite useful life remains appropriate. We first assess qualitative factors to determine whether it is more likely than not that the asset is impaired. If further testing is necessary, we compare the estimated fair value of our asset with its book value. If the carrying amount of the asset exceeds its fair value, as determined by the discounted cash flows expected to be generated by the asset, an impairment loss is recognized in an amount equal to that excess. Based on management’s measurement, there were no indications of impairment at March 31, 2019.

Receivable from a Related Party

Receivable from a Related Party	3 Months Ended
	Mar. 31, 2019
Related Party Transactions [Abstract]
Receivable from a Related Party	6. Receivable from a Related Party As of December 31, 2018, the Company had outstanding receivable from California Custom Beverage (CCB), an entity owned by Christopher J. Reed, founder, chief innovation officer and board member of Reed’s. The receivable consisted of certain costs such as sales tax and prepayments arising from the sale of the Los Angeles plant on December 31, 2018 to CCB. Such amount was collected from CCB during the three months ended March 31, 2019. Amount was outstanding was $0 and $195, as of March 31, 2019 and December 31, 2018, respectively.

Lines of Credit

Lines of Credit	3 Months Ended
	Mar. 31, 2019
Debt Disclosure [Abstract]
Line of Credit	7. Line of Credit Amounts outstanding under the Company’s credit facilities are as follows (in thousands): March 31, 2019 December 31, 2018 Line of Credit $ 3,361 $ 7,657 Capitalized finance costs (602 ) (677 ) Net balance $ 2,759 $ 6,980 On October 4, 2018, the Company entered into a financing agreement with Rosenthal & Rosenthal, Inc. The Company incurred $752 of direct costs of the transaction, consisting primarily of broker, bank and legal fees, and $161 cost of warrant modification. These costs have been capitalized and recorded as a debt discount and are being amortized over the 2.5 year life of the Rosenthal agreement. Amortization of debt discount was $75 for the three months ended March 31, 2019. The line of credit matures on April 20, 2021 and has $6,826 of unused borrowing capacity under the financing agreement as of March 31, 2019. The line of credit is secured by substantially all of the assets of the Company. Additionally, the over-advance is guaranteed by an irrevocable stand-by letter of credit in the amount of $1,500, issued by Daniel J. Doherty III and the Daniel J. Doherty, III 2002 Family Trust, affiliates of Raptor/Harbor Reeds SPV LLC (“Raptor”). Raptor beneficially owns 21.7% of the Company’s outstanding common stock as of March 31, 2019. Mr. Doherty is a member of the Company’s Board of Directors. In the event of a default under the financing agreement, Raptor has a put option to purchase from Rosenthal the entire amount of any outstanding over-advance plus accrued interest, prior to Rosenthal declaring an event of default under the financing agreement. As part of the transaction, the Company issued an amended and restated subordinated convertible non-redeemable secured note to Raptor, to provide for additional advances of up to $4,000 in the event that Raptor exercises its put option described above. Consequently, the exercise price of 750,000 of Raptor’s outstanding warrants to purchase the Company’s common stock was reduced from $1.50 to $1.10, resulting in an increase in the fair value of the warrants of $161. This amount has been reflected as a capitalized finance cost and is being amortized over the life of the financing agreement. The financing agreement with Rosenthal includes customary restrictions that limit our ability to engage in certain types of transactions, including our ability to utilize tangible and intangible assets as collateral for other indebtedness. Additionally, the agreement contains a financial covenant that requires us to meet certain minimum working capital and tangible net worth thresholds as of the end of each quarter. We were in compliance with the terms of our agreement with Rosenthal as of March 31, 2019. Interest Rates Borrowings under the Rosenthal financing agreement bear interest at the greater of prime or 4.75%, plus an additional 2% to 3.5% depending upon whether the borrowing is based upon receivables, inventory or is an Over-Advance. The effective interest rate as of March 31,2019 on outstanding borrowings was 7.7%. Additionally, the line of credit is subject to monthly facility and administration fees, and aggregate minimum monthly fees (including interest) of $4.

Leases Payable

Leases Payable	3 Months Ended
	Mar. 31, 2019
Leases [Abstract]
Leases Payable	8. Leases Payable The Company adopted ASU 2016-02, Leases, effective October 1, 2018. The standard requires a lessee to record a right-of-use asset and a corresponding lease liability at the inception of the lease, initially measured at the present value of the lease payments. As a result, we recorded right-of-use assets aggregating $862 as of October 1, 2018, utilizing a discount rate of 12.6%. That amount consists of new leases on the Company’s Norwalk office and certain office equipment of $730, and existing capitalized leases reclassified to right of use assets of $132. ASU 2016-02 requires recognition in the statement of operations of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. During the three months ended March 31, 2019, the Company reflected amortization of right of use asset of $33 related to these leases, resulting in a net asset balance of $840 as of March 31, 2019. In accordance with ASU 2016-02, the right-of-use assets are being amortized over the life of the underlying leases. As of December 31, 2018, liabilities recorded under finance leases and operating leases were $133 and $719, respectively. During the three months ended March 31, 2019, the Company made payments of $8 towards finance lease liability and $4 towards operating lease liability. As of March 31, 2019 liability under finance lease amounted to $125 and liability under operating lease amounted to $715, of which $29 and $24 were reflected as current due, under finance leases and operating leases, respectively. As of March 31, 2019, the weighted average remaining lease terms for operating lease and finance lease are 5.89 years and 2.20 years, respectively. The weighted average discount rate for operating lease is 12.6% and 5.43% for finance lease.

Convertible Note to a Related P

Convertible Note to a Related Party	3 Months Ended
	Mar. 31, 2019
Debt Disclosure [Abstract]
Convertible Note to a Related Party	9. Convertible Note to a Related Party The Convertible Note to a Related Party consists of the following (in thousands): March 31, 2019 December 31, 2018 12% Convertible Note Payable $ 3,400 $ 3,400 Accrued Interest 887 761 Total obligation $ 4,287 $ 4,161 On April 21, 2017, pursuant to a Securities Purchase Agreement, the Company issued a secured, convertible, subordinated, non-redeemable note in the principal amount of $3,400 (the “Raptor Note”) and warrants to purchase 1,416,667 shares of common stock. The purchaser, Raptor/Harbor Reeds SPV LLC (“Raptor”), beneficially owned approximately 21.7% and 27.1% of the Company’s common stock at March 31, 2019 and December 31, 2018, respectively. The note bears interest at a rate of 12% per annum, compounded monthly. It is secured by the Company’s assets, subordinate to the first priority security interest of Rosenthal & Rosenthal. The note may not be prepaid and matures on April 21, 2021. It may be converted, at any time and from time to time, into shares of common stock of the Company, at a revised conversion price of $1.50. The warrant will expire on April 21, 2022 and has an adjusted exercise price of $1.50 per share. The note and warrant contain customary anti-dilution provisions, and the shares of common stock issuable upon conversion of the note and exercise of the warrant have been registered on Form S-3. The investor was also granted the right to participate in future financing transactions of the Company for a term of two years. On October 4, 2018, in connection with the execution of the Rosenthal financing agreement, the Company issued an amended and restated subordinated convertible non-redeemable secured note to Raptor, to provide for additional advances of up to $4,000. In consideration therefore, the exercise price of 750,000 of Raptor’s outstanding warrants was reduced from $1.50 to $1.10, resulting in an increase in the fair value of the warrants, determined in accordance with the Black-Scholes-Merton option pricing model, of $161. This amount was recorded as a debt discount to the Rosenthal line of credit and is being amortized as interest expense over the life of the financing agreement (See Note 7).

Warrants and Warrant Liability

Warrants and Warrant Liability	3 Months Ended
	Mar. 31, 2019
Warrants And Warrant Liability
Warrants and Warrant Liability	10. Warrants and Warrant Liability Certain of the Company’s outstanding warrants require the Company to pay cash to the warrant holders, in the event of a fundamental transaction as defined. Such warrants are accounted for as liabilities in accordance with ASC 480. These liabilities are measured at fair value each reporting period and the change in the fair value is recognized in earnings in the accompanying Statements of Operations. The fair value of the warrant liability was determined using the Black-Scholes-Merton option pricing model at March 31, 2019 and December 31, 2018, using the following assumptions: March 31, 2019 December 31, 2018 Stock Price $ 2.89 $ 2.07 Risk free interest rate 2.68 % 2.69 % Expected volatility 51.89 % 50.07 % Expected life in years 2.18 2.42 Expected dividend yield 0 % 0 % Fair Value - Warrants $ 85 $ 38 The risk-free interest rate is based on rates established by the Federal Reserve Bank. The Company uses the historical volatility of its common stock to estimate its future volatility. The expected life of the warrant is based upon its remaining contractual life. The expected dividend yield reflects that the Company has not paid dividends to its common stockholders in the past and does not expect to do so in the foreseeable future. March 31, 2019 March 31, 2018 Beginning Balance $ 38 $ 36 Change in fair value 47 5 Ending balance $ 85 $ 41

Stock Based Activity

Stock Based Activity	3 Months Ended
	Mar. 31, 2019
Share-based Payment Arrangement [Abstract]
Stock Based Activity	11. Stock Based Activity Common stock issuance In February 2019, the Company conducted a public offering 7,733,750 shares of its common shares including 1,008,750 shares sold pursuant to the underwriters’ full exercise of their option to purchase additional shares to cover over-allotments, at a public offering price of $2.10 per share. The net proceeds to the Company from this offering are $14,867, after deducting underwriting discounts and commissions and other offering expenses. Proceeds from the offering will provide capital to fund the growth of our business, new products, sales and marketing efforts, working capital, and for general corporate purposes. On February 1, 2019, the Company issued 17,652 shares of common stock issued to certain directors of the Company as compensation for services rendered. The shares had an aggregated value of approximately $44. Restricted common stock The following table summarizes restricted stock activity during the three months ended March 31, 2019: Unvested Shares Fair Value Weighted Average Grant Date Fair Value Balance, December 31, 2018 598,370 $ 592 1.63 Granted Vested $ (150 ) Issued Balance, March 31, 2019 598,370 $ 442 1.70 Prior to January 1, 2019, the Company issued 854,592 shares of restricted common stock to an officer and members of the board valued at $1,412, of which 256,222 shares have vested, and $820 has been recognized as an expense. The total fair value of restricted common stock vesting during the three months ended March 31, 2019 was $150 and is included in general and administrative expenses in the accompanying statements of operations. As of March 31, 2019, the amount of unvested compensation related to issuances of restricted common stock was $442, which will be recognized as an expense in future periods as the shares vest. Stock options Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Terms (Years) Aggregate Intrinsic Value Outstanding at December 31, 2018 3,744,404 $ 2.16 Granted 705,330 $ 2.56 Exercised - $ - Unvested Forfeited or expired 91,000 $ 2.21 Vested Forfeited or expired 27,500 $ 5.01 Outstanding at March 31, 2019 4,331,234 $ 2.21 8.51 $ 3,404 Exercisable at March 31, 2019 1,153,653 $ 2.54 6.36 $ 912 During the three months ended March 31, 2019, the Company approved options to be issued pursuant to Reed’s 2017 Incentive Compensation Plan to certain current employees totaling 622,000. One half of these options vest annually over a four-year vesting period; the other half of these options will vest based on performance criteria to be established by the board. In addition, during the three months ended March 31, 2019, the Company granted options to purchase 83,330 shares of common stock to certain consultants and former employees. Options granted to consultants and former employees vest at various periods. The stock options are exercisable at a price ranging from $2.33 to $2.89 per share and expire in ten years. Total fair value of these options at grant date was approximately $1,003, which was determined using the Black-Scholes-Merton option pricing model with the following average assumption: stock price ranging from $2.33 to $2.89 per share, expected term of seven years, volatility of 59%, dividend rate of 0% and risk-free interest rate ranging from 2.23% to 2.87%. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of measurement corresponding with the expected term of the share option award; the expected term represents the weighted-average period of time that share option awards granted are expected to be outstanding giving consideration to vesting schedules and historical participant exercise behavior; the expected volatility is based upon historical volatility of the Company’s common stock; and the expected dividend yield is based on the fact that the Company has not paid dividends in the past and does not expect to pay dividends in the future. The Company determined that the options had a fair value of $1,003 which will be amortized in future periods through March 31, 2023. During the three months ended March 31, 2019, the Company recognized $412 of compensation expense relating to outstanding stock options. As of March 31, 2019, the amount of unvested compensation related to stock options was approximately $3,293 which will be recorded as an expense in future periods as the options vest. The aggregate intrinsic value was calculated as the difference between the closing market price as of March 31, 2019, which was $2.89, and the exercise price of the outstanding stock options. Common stock purchase warrants The following table summarizes warrant activity for the three months ended March 31, 2019: Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Terms (Years) Aggregate Intrinsic Value Outstanding at December 31, 2018 6,897,277 $ 2.06 2.42 $ 1,447 Granted Exercised 70,110 $ 2.03 Forfeited or expired Outstanding at March 31, 2019 6,827,167 $ 2.06 2.22 $ 6,613 Exercisable at March 31, 2019 6,827,167 $ 2.06 2.22 $ 6,613 The intrinsic value was calculated as the difference between the closing market price as of March 31, 2019, which was $2.89, and the exercise price of the Company’s warrants to purchase common stock. During the three months ended March 31, 2019, warrants to acquire 70,110 shares of common stock were exercised, including 47,210 warrants that were exercised on a cashless basis, resulting in the issuance of 33,084 shares of common stock. Aggregate proceeds to the Company were $46. During April of 2019, 166,181 warrants for the purchase of the Company’s common stock were exercised, resulting in the issuance of 146,905 shares of common stock and proceeds to the Company of $236.

Contingencies

Contingencies	3 Months Ended
	Mar. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Contingencies	12. Contingencies On December 31, 2018, the Company completed the sale of its Los Angeles manufacturing facility to California Custom Beverage, LLC (“CCB”) an entity owned by Chris Reed, founder, chief innovation officer, and board member. The sale included substantially all machinery, equipment, furniture and fixtures of the facility. By the terms of the sale CCB assumed the monthly payments on our lease obligation effective immediately upon closing of the sale. Our release from the obligation by the lessor, however, was dependent upon CCB’s deposit of $1.2 million of security with the lessor no later than December 31, 2019. In the three months period ending in March 31, 2019, Mr. Reed sold 246,000 shares of Reed’s common stock pursuant to an established 10b5-1 Plan valued at approximately $656 for credit to his deposit with lessor. Mr. Reed has 554,000 shares of common stock of Reed’s pledged to lessor as of March 31, 2019.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Revenue Recognition	Revenue Recognition The Company recognizes revenue in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606), (“ASC 606”). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which include (1) identifying the contract or agreement with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company does not have any significant contracts with customers requiring performance beyond delivery, and contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. Revenue and costs of sales are recognized when control of the products transfers to our customer, which generally occurs upon shipment from our facilities. The Company’s performance obligations are satisfied at that time. All of the Company’s products are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them. The Company does not allow for returns, except for damaged products when the damage occurred pre-fulfillment. Damaged product returns have historically been insignificant. Because of this, the stand-alone nature of our products, and our assessment of performance obligations and transaction pricing for our sales contracts, we do not currently maintain a contract asset or liability balance for obligations. We assess our contracts and the reasonableness of our conclusions on a quarterly basis.
Loss Per Common Share	Loss per Common Share Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the year. Diluted earnings (loss) per share is computed by dividing the net income applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation when their effect is antidilutive. For the periods ended March 31, 2019 and 2018, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have had an anti-dilutive effect. The potentially dilutive securities consisted of the following: March 31, 2019 March 31, 2018 Convertible note to a related party 2,266,667 2,266,667 Warrants 6,827,167 7,325,282 Common stock equivalent of Series A Convertible Preferred stock 37,644 37,644 Unvested restricted common stock 598,370 0 Options 4,331,234 2,898,754 Total 14,061,082 12,528,347 The Series A Convertible Preferred Stock is convertible into Common shares at the rate of 1:4.
Use of Estimates	Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include estimates for reserves of uncollectible accounts, inventory obsolescence, depreciable lives of property and equipment, analysis of impairments of recorded long-term tangible and intangible assets, realization of deferred tax assets, accruals for potential liabilities and assumptions made in valuing stock instruments issued for services.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In June 2018, the FASB issued ASU No. 2018-07, “Compensation – Stock Compensation (Topic 718); Improvements to Non-Employee Share-Based Payment Accounting” (“ASU 2018-07”). ASU 2018-07 generally aligns the measurement and classification of share-based awards to non-employees with that of share-based awards to employees. Non-employee equity awards will be measured at the fair value of the equity instruments to be issued, as of the grant date, and the resulting amount will be recognized as expense over the expected or contractual term of the award. The ASU applies to all share-based payments to nonemployees in exchange for goods or services used or consumed in an entity’s own operations. It does not apply to instruments issued to a lender or investor in a financing transaction, or to instruments granted when selling goods or services to customers. ASU 2018-07 is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. The Company adopted the provisions of ASU 2018-07 in the quarter beginning January 1, 2019. The adoption of ASU 2018-07 did not have any impact on the Company’s financial statement presentation or disclosures. In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement.” ASU 2018-13 amends certain disclosure requirements pertaining to fair value measurement, and is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The adoption of ASU 2018-13 is not expected to have a material impact on the Company’s financial position, results of operations, and cash flows. Other recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.
Concentrations	Concentrations Gross sales. Accounts receivable. Purchases from vendors. Accounts payable.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company uses various inputs in determining the fair value of its financial assets and liabilities and measures these assets on a recurring basis. Financial assets recorded at fair value are categorized by the level of subjectivity associated with the inputs used to measure their fair value. Accounting Standards Codification Section 820 defines the following levels of subjectivity associated with the inputs: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3—Unobservable inputs based on the Company’s assumptions. The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable, short-term bank loans, accounts payable, notes payable and other payables, approximate their fair values because of the short maturity of these instruments. The carrying values of capital lease obligations and long-term financing obligations approximate their fair values because interest rates on these obligations are based on prevailing market interest rates. As of March 31, 2019, and December 31, 2018, the Company’s balance sheets included warrant liabilities aggregating $85 and $38 respectively, measured at fair value based on Level 3 inputs.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Schedule of Potentially Dilutive Securities	For the periods ended March 31, 2019 and 2018, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have had an anti-dilutive effect. The potentially dilutive securities consisted of the following: March 31, 2019 March 31, 2018 Convertible note to a related party 2,266,667 2,266,667 Warrants 6,827,167 7,325,282 Common stock equivalent of Series A Convertible Preferred stock 37,644 37,644 Unvested restricted common stock 598,370 0 Options 4,331,234 2,898,754 Total 14,061,082 12,528,347

Inventory (Tables)

Inventory (Tables)	3 Months Ended
	Mar. 31, 2019
Inventory Disclosure [Abstract]
Schedule of Inventory	Inventory is valued at the lower of cost (first-in, first-out) or market, and net of reserves is comprised of the following (in thousands): March 31, 2019 December 31, 2018 Raw Materials and Packaging $ 3,941 $ 3,053 Finished Goods 6,791 4,327 Total $ 10,732 $ 7,380

Property and Equipment (Tables)

Property and Equipment (Tables)	3 Months Ended
	Mar. 31, 2019
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment	Property and equipment is comprised of the following (in thousands): March 31, 2019 December 31, 2018 Right-of-use assets under operating leases $ 730 $ 730 Right-of-use assets under finance leases 204 204 Computer hardware and software 356 304 Total cost 1,290 1,238 Accumulated depreciation & amortization (378 ) (342 ) Net book value $ 912 $ 896

Line of Credit (Tables)

Line of Credit (Tables)	3 Months Ended
	Mar. 31, 2019
Debt Disclosure [Abstract]
Schedule of Amount Outstanding Under Credit Facilities	Amounts outstanding under the Company’s credit facilities are as follows (in thousands): March 31, 2019 December 31, 2018 Line of Credit $ 3,361 $ 7,657 Capitalized finance costs (602 ) (677 ) Net balance $ 2,759 $ 6,980

Convertible Note to a Related_2

Convertible Note to a Related Party (Tables)	3 Months Ended
	Mar. 31, 2019
Debt Disclosure [Abstract]
Schedule of Convertible Notes	The Convertible Note to a Related Party consists of the following (in thousands): March 31, 2019 December 31, 2018 12% Convertible Note Payable $ 3,400 $ 3,400 Accrued Interest 887 761 Total obligation $ 4,287 $ 4,161

Warrants and Warrant Liability

Warrants and Warrant Liability (Tables)	3 Months Ended
	Mar. 31, 2019
Warrants And Warrant Liability
Schedule of Warrant Liability Using Assumptions	The fair value of the warrant liability was determined using the Black-Scholes-Merton option pricing model at March 31, 2019 and December 31, 2018, using the following assumptions: March 31, 2019 December 31, 2018 Stock Price $ 2.89 $ 2.07 Risk free interest rate 2.68 % 2.69 % Expected volatility 51.89 % 50.07 % Expected life in years 2.18 2.42 Expected dividend yield 0 % 0 % Fair Value - Warrants $ 85 $ 38
Schedule of Warrant Liability	The expected dividend yield reflects that the Company has not paid dividends to its common stockholders in the past and does not expect to do so in the foreseeable future. March 31, 2019 March 31, 2018 Beginning Balance $ 38 $ 36 Change in fair value 47 5 Ending balance $ 85 $ 41

Stock Based Activity (Tables)

Stock Based Activity (Tables)	3 Months Ended
	Mar. 31, 2019
Share-based Payment Arrangement [Abstract]
Summary Non-vested Restricted Stock Activity	The following table summarizes restricted stock activity during the three months ended March 31, 2019: Unvested Shares Fair Value Weighted Average Grant Date Fair Value Balance, December 31, 2018 598,370 $ 592 1.63 Granted Vested $ (150 ) Issued Balance, March 31, 2019 598,370 $ 442 1.70
Schedule of Stock Option Activity	Stock options Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Terms (Years) Aggregate Intrinsic Value Outstanding at December 31, 2018 3,744,404 $ 2.16 Granted 705,330 $ 2.56 Exercised - $ - Unvested Forfeited or expired 91,000 $ 2.21 Vested Forfeited or expired 27,500 $ 5.01 Outstanding at March 31, 2019 4,331,234 $ 2.21 8.51 $ 3,404 Exercisable at March 31, 2019 1,153,653 $ 2.54 6.36 $ 912
Schedule of Stock Warrants Activity	The following table summarizes warrant activity for the three months ended March 31, 2019: Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Terms (Years) Aggregate Intrinsic Value Outstanding at December 31,2018 6,897,277 $ 2.06 2.42 $ 1,447 Granted Exercised 70,110 $ 2.03 Forfeited or expired Outstanding at March 31, 2019 6,827,167 $ 2.06 2.22 $ 6,613 Exercisable at March 31, 2019 6,827,167 $ 2.06 2.22 $ 6,613

Basis of Presentation and Liq_2

Basis of Presentation and Liquidity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Feb. 20, 2019	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018	Dec. 31, 2017
Net loss		$ (3,264)	$ (1,615)
Net cash used in operating activities		(8,756)	(4,636)
Cash balance		2,650	3,376	$ 624	$ 12,127
Borrowing capacity		6,826
Stockholder's equity (deficit)		5,512	$ (833)	(6,743)	$ 508
Working capital		$ 9,101		$ 3,297
Underwriter [Member]
Issuance of common stock	7,733,750
Common stock price per shares	$ 2.10
Proceeds from offering	$ 14,867

Significant Accounting Polici_4

Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Convertible ratio, description	rate of 1:4
Concentrations risk percentage description	No other customers exceed 10% of all purchases in either periods.
Warrant liabilities	$ 85		$ 38
Customer One [Member] | Sales Revenue, Net [Member]
Percentage of sale accounted to customer	25.00%	27.00%
Customer One [Member] | Accounts Receivable [Member]
Percentage of sale accounted to customer	34.00%		36.00%
Customer Two [Member] | Sales Revenue, Net [Member]
Percentage of sale accounted to customer	9.00%	11.00%
Customer Two [Member] | Accounts Receivable [Member]
Percentage of sale accounted to customer	10.00%		19.00%
Vendor One [Member]
Percentage of sale accounted to customer	17.00%	17.00%
Vendor One [Member] | Accounts Payable [Member]
Percentage of sale accounted to customer		11.00%
Vendor Two [Member]
Percentage of sale accounted to customer	13.00%	14.00%
Vendor Two [Member] | Accounts Payable [Member]
Percentage of sale accounted to customer		20.00%
Vendor [Member] | Accounts Payable [Member]
Percentage of sale accounted to customer	10.00%
Vendor Three [Member] | Accounts Payable [Member]
Percentage of sale accounted to customer		41.00%
One Vendor [Member] | Accounts Payable [Member]
Percentage of sale accounted to customer			24.00%

Significant Accounting Polici_5

Significant Accounting Policies - Schedule of Potentially Dilutive Securities (Details) - shares	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Potentially dilutive securities	14,061,082	12,528,347
Convertible Note to a Related Party [Member]
Potentially dilutive securities	2,266,667	2,266,667
Warrants [Member]
Potentially dilutive securities	6,827,167	7,325,282
Common Stock Equivalent of Series A Convertible Preferred Stock [Member]
Potentially dilutive securities	37,644	37,644
Unvested Restricted Common Stock [Member]
Potentially dilutive securities	598,370	0
Options [Member]
Potentially dilutive securities	4,331,234	2,898,754

Inventory (Details Narrative)

Inventory (Details Narrative) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Inventory Disclosure [Abstract]
Inventory, reserve for obsolescence net	$ 113	$ 197

Inventory - Schedule of Invento

Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Inventory Disclosure [Abstract]
Raw Materials and Packaging	$ 3,941	$ 3,053
Finished Goods	6,791	4,327
Total	$ 10,732	$ 7,380

Property and Equipment (Details

Property and Equipment (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 13	$ 177

Property and Equipment - Schedu

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Property and equipment, total cost	$ 1,290	$ 1,238
Accumulated depreciation & amortization	(378)	(342)
Net book value	912	896
Right-of-use Assets Under Operating Leases [Member]
Property and equipment, total cost	730	730
Right-of-use Assets Under Finance Leases [Member]
Property and equipment, total cost	204	204
Computer Hardware and Software [Member]
Property and equipment, total cost	$ 356	$ 304

Receivable from a Related Par_2

Receivable from a Related Party (Details Narrative) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Related Party Transactions [Abstract]
Receivable from related party		$ 195

Line of Credit (Details Narrati

Line of Credit (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Oct. 04, 2018	Mar. 31, 2019	Mar. 31, 2018
Amortization of debt discount		$ 75	$ 28
Daniel J. Doherty [Member]
Letter of credit	$ 1,500
Daniel J. Doherty [Member] | Reeds Inc [Member]
Ownership percentage		21.70%
Raptor/Harbor Reeds SPV LLC [Member]
Amount of additional advances	$ 4,000
Warrant outstanding shares	750,000
Warrant exercise price	$ 1.50
Warrant exercise price, amount reduced	$ 1.10
Increase in fair value of warrants	$ 161
Financing Agreement [Member] | Rosenthal and Rosenthal, Inc. [Member]
Direct costs for transaction	752
Cost of warrant modification	$ 161
Amortization period	2 years 6 months
Line of credit maturity date		Apr. 20, 2021
Unused borrowing capacity		$ 6,826
Line of credit, interest rate	4.75%	7.70%
Minimum monthly fees	$ 4
Financing Agreement [Member] | Rosenthal and Rosenthal, Inc. [Member] | Minimum [Member]
Line of credit, interest rate	2.00%
Financing Agreement [Member] | Rosenthal and Rosenthal, Inc. [Member] | Maximum [Member]
Line of credit, interest rate	3.50%

Line of Credit - Schedule of Am

Line of Credit - Schedule of Amount Outstanding Under Credit Facilities (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Debt Disclosure [Abstract]
Line of Credit	$ 3,361	$ 7,657
Capitalized finance costs	(602)	(677)
Net balance	$ 2,759	$ 6,980

Leases Payable (Details Narrati

Leases Payable (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018	Oct. 01, 2018
Leases [Abstract]
Right-of-use assets	$ 840		$ 862
Weighted average discount rate for operating lease	12.60%		12.60%
Office equipment value			$ 730
Capitalized leases reclassified to right of use assets			$ 132
Amortization of right of use asset	$ 33
Finance leases liability	125	$ 133
Operating leases liability	715	$ 719
Payments of finance lease liability	8
Payments of operating lease liability	4
Financing lease current due	29
Operating lease current due	$ 24
Weighted average remaining lease term for operating lease	5 years 10 months 21 days
Weighted average remaining lease term for finance lease	2 years 2 months 12 days
Weighted average discount rate for finance lease	5.43%

Convertible Note to a Related_3

Convertible Note to a Related Party (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Oct. 04, 2018	Apr. 21, 2017	Mar. 31, 2019	Dec. 31, 2018
Raptor/Harbor Reeds SPV LLC [Member]
Warrant exercise price	$ 1.50
Amount of additional advances	$ 4,000
Warrant outstanding shares	750,000
Warrant exercise price, amount reduced	$ 1.10
Increase in fair value of warrants	$ 161
Securities Purchase Agreement [Member]
Number of warrants to purchase of common stock		1,416,667
Warrant expiration date		Apr. 21, 2022
Warrant exercise price		$ 1.50
Securities Purchase Agreement [Member] | Raptor [Member]
Ownership percentage			21.70%	27.10%
Securities Purchase Agreement [Member] | Raptor Note [Member]
Secured convertible debt principal amount		$ 3,400
Convertible note interest rate percentage		12.00%
Debt maturity date		Apr. 21, 2021
Note conversion price per share		$ 1.50

Convertible Note to a Related_4

Convertible Note to a Related Party - Schedule of Convertible Notes (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Debt Disclosure [Abstract]
12% Convertible Note Payable	$ 3,400	$ 3,400
Accrued Interest	887	761
Convertible Note Payable, Net	$ 4,287	$ 4,161

Convertible Note to a Related_5

Convertible Note to a Related Party - Schedule of Convertible Notes (Details) (Parenthetical)	Mar. 31, 2019	Dec. 31, 2018
Convertible Notes [Member]
Convertible note interest rate percentage	12.00%	12.00%

Warrants and Warrant Liabilit_2

Warrants and Warrant Liability - Schedule of Warrant Liability Using Assumptions (Details) - Warrants [Member] - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Stock Price	$ 2.89	$ 2.07
Risk free interest rate	2.68%	2.69%
Expected Volatility	51.89%	50.07%
Expected life in years	2 years 2 months 5 days	2 years 5 months 1 day
Expected dividend yield	0.00%	0.00%
Fair Value - Warrants	$ 85	$ 38

Warrants and Warrant Liabilit_3

Warrants and Warrant Liability - Schedule of Warrant Liability (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Warrants And Warrant Liability - Schedule Of Warrant Liability
Beginning Balance	$ 38	$ 36
Change in fair value	47	5
Ending balance	$ 85	$ 41

Stock Based Activity (Details N

Stock Based Activity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Feb. 20, 2019	Feb. 01, 2019	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Value of restricted shares issued				$ 113
Stock-based compensation			$ 412
Fair value of restricted common stock vested			$ 150
Amortization period of option fair value			Mar. 31, 2023
Aggregate value of unvested options			$ 3,293
Proceeds from warrant exercised			$ 46
2017 Compensation Plan [Member]
Stock options expiration period			10 years
Fair value of options granted			$ 1,003
Expected term			7 years
Volatility			59.00%
Dividend rate			0.00%
2017 Compensation Plan [Member] | Minimum [Member]
Stock price			$ 2.33
Risk-free interest rate			2.23%
2017 Compensation Plan [Member] | Maximum [Member]
Stock price			$ 2.89
Risk-free interest rate			2.87%
Restricted Stock [Member]
Fair value of restricted common stock vested			$ 150
Unvested compensation related to restricted common stock			$ 442		$ 592
Stock Options [Member]
Stock price			$ 2.89
Common Stock Issuable [Member]
Number of restricted shares issued				854,592	854,592
Value of restricted shares issued				$ 113	$ 1,412
Number of restricted shares vested					256,222
Stock-based compensation					$ 820
Fair value of restricted common stock vested
Warrant [Member]
Number of shares sold			33,084
Stock price			$ 2.89
Warrant to acquire shares of common stock			70,110
Warrant exercise on cashless basis			47,210
Warrant [Member] | April 2019 [Member]
Number of shares sold			146,905
Warrant to acquire shares of common stock			166,181
Proceeds from warrant exercised			$ 236
Underwriter [Member]
Number of shares sold	7,733,750
Number of additional shares sold	1,008,750
Common stock price per shares	$ 2.10
Proceeds from offering	$ 14,867
Directors [Member]
Shares issued for compensation		17,652
Value of shares issued for compensation		$ 44
Employees [Member] | 2017 Compensation Plan [Member]
Number of options to be issued			622,000
Option vesting period			4 years
Consultants and Former Employees [Member]
Options to purchase shares of common stock			83,330

Stock Based Activity - Summary

Stock Based Activity - Summary Non-vested Restricted Stock Activity (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)$ / sharesshares
Fair Value, Vested	$ (150)
Restricted Stock [Member]
Unvested Shares,beginning balance | shares	598,370
Unvested Shares, Granted | shares
Unvested Shares, Vested | shares
Unvested Shares, Issued | shares
Unvested Shares, ending balance | shares	598,370
Fair Value Unvested, beginning balance	$ 592
Fair Value, Granted
Fair Value, Vested	(150)
Fair Value, Issued
Fair Value, Unvested, ending balance	$ 442
Weighted Average Grant Date Fair Value, Unvested, beginning balance | $ / shares	$ 1.63
Weighted Average Grant Date Fair Value, Granted | $ / shares
Weighted Average Grant Date Fair Value, Vested | $ / shares
Weighted Average Grant Date Fair Value, Issued | $ / shares
Weighted Average Grant Date Fair Value, Unvested, ending balance | $ / shares	$ 1.70

Stock Based Activity - Schedule

Stock Based Activity - Schedule of Stock Option Activity (Details) - Options [Member] $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)$ / sharesshares
Shares Outstanding, Beginning balance | shares	3,744,404
Shares, Granted | shares	705,330
Shares, Exercised | shares
Shares, Unvested Forfeited or expired | shares	91,000
Shares, Vested Forfeited or expired | shares	27,500
Shares Outstanding, Ending balance | shares	4,331,234
Shares Exercisable | shares	1,153,653
Weighted-Average Exercise Price, Outstanding, Beginning | $ / shares	$ 2.16
Weighted-Average Exercise Price, Granted | $ / shares	2.56
Weighted-Average Exercise Price, Exercised | $ / shares
Weighted-Average Exercise Price, Unvested Forfeited or expired | $ / shares	2.21
Weighted-Average Exercise Price, Vested Forfeited or expired | $ / shares	5.01
Weighted-Average Exercise Price, Outstanding, Ending | $ / shares	2.21
Weighted-Average Exercise Price, Exercisable | $ / shares	$ 2.54
Weighted-Average Remaining Contractual Terms (Years), Outstanding Ending	8 years 6 months 3 days
Weighted-Average Remaining Contractual Terms (Years), Exercisable	6 years 4 months 9 days
Aggregate Intrinsic Value, Share Outstanding, Ending | $	$ 3,404
Aggregate Intrinsic Value, Share Exercisable | $	$ 912

Stock Based Activity - Schedu_2

Stock Based Activity - Schedule of Warrants Activity (Details) - Warrants [Member] $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)$ / sharesshares
Shares Outstanding, Beginning Balance | shares	6,897,277
Shares, Granted | shares
Shares, Exercised | shares	70,110
Shares, Forfeited or expired | shares
Shares Outstanding, Ending Balance | shares	6,827,167
Shares Exercisable, Ending Balance | shares	6,827,167
Weighted-Average Exercise Price, Outstanding Beginning Balance | $ / shares	$ 2.06
Weighted-Average Exercise Price, Granted | $ / shares
Weighted-Average Exercise Price, Exercised | $ / shares	2.03
Weighted-Average Exercise Price, Forfeited or expired | $ / shares
Weighted-Average Exercise Price, Outstanding Ending Balance | $ / shares	2.06
Weighted-Average Exercise Price, Exercisable Ending Balance | $ / shares	$ 2.06
Weighted-Average Remaining Contractual Terms (Years), Outstanding Beginning Balance	2 years 5 months 1 day
Weighted-Average Remaining Contractual Terms (Years), Outstanding Ending Balance	2 years 2 months 19 days
Weighted-Average Remaining Contractual Terms (Years), Exercisable Ending Balance	2 years 2 months 19 days
Aggregate Intrinsic Value Shares Outstanding Beginning | $	$ 1,447
Aggregate Intrinsic Value Shares Outstanding Ending | $	6,613
Aggregate Intrinsic Value Shares Exercisable | $	$ 6,613

Contingencies (Details Narrativ

Contingencies (Details Narratives) - California Custom Beverage, LLC [Member] $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)shares
Security deposit | $	$ 1,200
Chris Reed [Member]
Number of shares sold duing the period | shares	246,000
Value of share sold during hte period | $	$ 656
Remaining number of shares held in escrow | shares	554,000