Reed's (REED) 10-Q 13 Nov 19 2019 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Nov. 11, 2019
Document And Entity Information
Entity Registrant Name	REED'S, INC.
Entity Central Index Key	0001140215
Document Type	10-Q
Document Period End Date	Sep. 30, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	false
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		47,595,206
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2019

Condensed Balance Sheets

Condensed Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Current assets:
Cash	$ 1,016	$ 624
Accounts receivable, net of allowance for doubtful accounts and returns and discounts of $223 and $623, respectively	4,129	2,608
Receivable from related party		195
Inventory, net of reserve for obsolescence of $522 and $197, respectively	9,575	7,380
Prepaid expenses and other current assets	470	131
Total current assets	15,190	10,938
Property and equipment, net of accumulated depreciation of $438 and $342, respectively	1,053	896
Equipment held for sale, net of impairment reserves of $118 and $118, respectively	82	82
Intangible assets	576	576
Total assets	16,901	12,492
Current liabilities:
Accounts payable	5,525	5,721
Accrued expenses	1,141	1,483
Revolving line of credit	7,079	6,980
Current portion of leases payable	51	51
Total current liabilities	13,796	14,235
Leases payable, less current portion	747	801
Convertible note to a related party	4,551	4,161
Warrant liability	15	38
Total liabilities	19,109	19,235
Stockholders' 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 shares authorized, 33,720,044 and 25,729,461 shares issued and outstanding, respectively	3	3
Additional paid in capital	70,420	53,591
Accumulated deficit	(72,725)	(60,431)
Total stockholders' deficit	(2,208)	(6,743)
Total liabilities and stockholders' deficit	$ 16,901	$ 12,492

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Accounts receivable, allowance for doubtful accounts and returns and discounts	$ 223	$ 623
Inventory, reserve for obsolescence net	522	197
Property and equipment, accumulated depreciation	438	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	$ .0001	$ .0001
Common stock, shares authorized	70,000,000	70,000,000
Common stock, shares issued	33,720,044	25,729,461
Common stock, shares outstanding	33,720,044	25,729,461

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Income Statement [Abstract]
Net sales	$ 8,740	$ 10,796	$ 26,669	$ 28,473
Cost of goods sold	6,238	8,115	19,390	20,447
Gross profit	2,502	2,681	7,279	8,026
Operating expenses:
Delivery and handling expense	1,902	1,395	4,369	3,598
Selling and marketing expense	2,508	1,378	7,718	3,601
General and administrative expense	2,470	1,987	6,587	6,853
Gain on sale of assets			(30)
Total operating expenses	6,880	4,760	18,644	14,052
Loss from operations	(4,378)	(2,079)	(11,365)	(6,026)
Interest expense	(318)	(621)	(947)	(1,542)
Change in fair value of warrant liability	131	26	23	(97)
Net loss	(4,565)	(2,674)	(12,289)	(7,665)
Dividends on Series A Convertible Preferred Stock			(5)	(5)
Net loss attributable to common stockholders	$ (4,565)	$ (2,674)	$ (12,294)	$ (7,670)
Loss per share - basic and diluted	$ (0.14)	$ (0.10)	$ (0.38)	$ (0.30)
Weighted average number of shares outstanding - basic and diluted	33,716,359	25,587,191	32,179,119	25,242,780

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				864		864
Shares granted to Directors for services				100		100
Shares granted to Directors for services, shares	37,052
Fair value vesting of restricted common stock			$ 655			655
Fair value vesting of restricted common stock, shares			854,592
Dividends on Series A Convertible Preferred Stock				5	(5)
Dividends on Series A Convertible Preferred Stock, shares	1,734
Common shares issued to Directors for services provided in 2018			$ (581)	581
Common shares issued to Directors for services provided in 2018, shares	638,575		(638,575)
Exercise of warrants	$ 1			713		714
Exercise of warrants, shares	361,207
Net Loss					(7,665)	(7,665)
Balance at Sep. 30, 2018	$ 3	$ 94	$ 754	52,096	(57,771)	(4,824)
Balance, shares at Sep. 30, 2018	25,658,159	9,411	616,017
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			$ 1,413
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
Balance at Jun. 30, 2018	$ 3	$ 94	$ 84	52,182	(55,097)	(2,734)
Balance, shares at Jun. 30, 2018	25,525,996	9,411	634,254
Fair value of vested options				394		394
Shares granted to Directors for services				100		100
Shares granted to Directors for services, shares	37,052
Fair value vesting of restricted common stock			$ 542	(593)		(51)
Dividends on Series A Convertible Preferred Stock				5		5
Dividends on Series A Convertible Preferred Stock, shares	1,734
Common shares issued to Directors for services provided in 2018			$ 128	(128)
Common shares issued to Directors for services provided in 2018, shares	18,237		(18,237)
Exercise of warrants				136		136
Exercise of warrants, shares	75,140
Net Loss					(2,674)	(2,674)
Balance at Sep. 30, 2018	$ 3	$ 94	$ 754	52,096	(57,771)	(4,824)
Balance, shares at Sep. 30, 2018	25,658,159	9,411	616,017
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				1,077		1,077
Shares granted to Directors for services				115		115
Shares granted to Directors for services, shares	33,796
Fair value of vested restricted shares granted to an officer for services				405		405
Dividends on Series A Convertible Preferred Stock					(5)	(5)
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				365		365
Exercise of warrants, shares	223,037
Net Loss					(12,289)	(12,289)
Balance at Sep. 30, 2019	$ 3	$ 94		70,420	(72,725)	(2,208)
Balance, shares at Sep. 30, 2019	33,720,044	9,411	0
Balance at Jun. 30, 2019	$ 3	$ 94		70,051	(68,160)	1,988
Balance, shares at Jun. 30, 2019	33,708,826	9,411
Fair value of vested options				223		223
Shares granted to Directors for services				29		29
Shares granted to Directors for services, shares	8,072
Fair value of vested restricted shares granted to an officer for services				116		116
Exercise of warrants				1		1
Exercise of warrants, shares	3,146
Net Loss					(4,565)	(4,565)
Balance at Sep. 30, 2019	$ 3	$ 94		$ 70,420	$ (72,725)	$ (2,208)
Balance, shares at Sep. 30, 2019	33,720,044	9,411	0

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Cash flows from operating activities:
Net loss	$ (12,289)	$ (7,665)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	12	492
Gain on sale of property & equipment	(30)
Loss on termination of leases	2	94
Amortization of debt discount	225
Amortization of right of use assets	96	82
Stock options issued to employees for services	1,077	864
Common stock issuable for services		655
Common stock issued for services	520	100
Decrease in allowance for doubtful accounts	(400)	(37)
Increase in inventory reserve	325	126
Increase/(decrease) in fair value of warrant liability	(23)	97
Accrual of interest on convertible note to a related party	390	346
Lease liability	(10)
Changes in operating assets and liabilities:
Accounts receivable	(1,121)	(1,077)
Inventory	(2,520)	(1,236)
Prepaid expenses and other assets	(339)	(239)
Accounts payable	(196)	(4,100)
Accrued expenses	(347)	1,648
Other long term obligations		(16)
Net cash used in operating activities	(14,628)	(10,496)
Cash flows from investing activities:
Proceeds from sale of property and equipment	30	52
Purchase of property and equipment	(273)	(102)
Net cash used in investing activities	(243)	(50)
Cash flows from financing activities:
Borrowings on line of credit	42,179	13,495
Repayments of line of credit	(42,175)	(14,107)
Capitalization of financing cost	(130)
Principal repayments on capital expansion loan		(907)
Principal repayments on long term financial obligation		(174)
Advances from officers		50
Repayment of amounts due to/from officers	195	(277)
Principal repayments on capital lease obligation	(38)	(187)
Exercise of warrants	365	714
Proceeds from sale of common stock	14,867
Net cash provided by (used in) financing activities	15,263	(1,393)
Net increase/(decrease) in cash	392	(11,939)
Cash at beginning of period	624	12,127
Cash at end of period	1,016	188
Supplemental disclosures of cash flow information:
Cash paid for interest	408	971
Non Cash Investing and Financing Activities
Dividends on Series A Convertible Preferred Stock	5	5
Vendor credits issued for fixed asset purchases		$ 108

Basis of Presentation and Liqui

Basis of Presentation and Liquidity	9 Months Ended
	Sep. 30, 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 September 30, 2019 and the results of operations and cash flows for the three and nine months ended September 30, 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 nine months ended September 30, 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 nine months ended September 30, 2019, the Company recorded a net loss of $12,289 and used cash in operations of $14,628. As of September 30, 2019, we had a cash balance of $1,016 with borrowing capacity of $1,019, a stockholders’ deficit of $2,208 and a working capital of $1,394 compared to a cash balance of $624, stockholders’ 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 in net proceeds to the Company of $14,867. In October 2019, the Company conducted a public offering of 13,416,667 shares of its common stock at $0.60 per share resulting in net proceeds to the Company of $7,536. 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	9 Months Ended
	Sep. 30, 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 September 30, 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: September 30, 2019 September 30, 2018 Convertible note to a related party 2,266,667 2,266,667 Warrants 6,413,782 6,951,173 Common stock equivalent of Series A Convertible Preferred Stock 37,644 37,644 Unvested restricted common stock 610,609 616,017 Options 4,373,566 3,440,904 Total 13,702,268 13,312,405 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 September 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 September 30, 2019, and December 31, 2018, the Company’s balance sheets included warrant liabilities aggregating $15 and $38 respectively, measured at fair value based on Level 3 inputs.

Inventory

Inventory	9 Months Ended
	Sep. 30, 2019
Inventory Disclosure [Abstract]
Inventory	3. Inventory Inventory is valued at the lower of cost (first-in, first-out) or net realizable value, and net of reserves is comprised of the following (in thousands): September 30, December 31, Raw Materials and Packaging $ 5,962 $ 3,053 Finished Goods 3,613 4,327 Total $ 9,575 $ 7,380 The Company has recorded a reserve for slow moving and potentially obsolete inventory. The reserve at September 30, 2019 and December 31, 2018 was $522 and $197, respectively.

Property and Equipment

Property and Equipment	9 Months Ended
	Sep. 30, 2019
Property, Plant and Equipment [Abstract]
Property and Equipment	4. Property and Equipment Property and equipment is comprised of the following (in thousands): September 30, December 31, Right-of-use assets under operating leases $ 730 $ 730 Right-of-use assets under finance leases 179 204 Computer hardware and software 582 304 Total cost 1,491 1,238 Accumulated depreciation and amortization (438 ) (342 ) Net book value $ 1,053 $ 896 Depreciation expense for the three months ended September 30, 2019 and 2018 was $8 and $155 respectively. Depreciation expense for the nine months then ended was $12 and $492, respectively.

Intangible Assets

Intangible Assets	9 Months Ended
	Sep. 30, 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 September 30, 2019.

Receivable from a Related Party

Receivable from a Related Party	9 Months Ended
	Sep. 30, 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 nine months ended September 30, 2019. Amount was outstanding was $0 and $195, as of September 30, 2019 and December 31, 2018, respectively.

Line of Credit

Line of Credit	9 Months Ended
	Sep. 30, 2019
Debt Disclosure [Abstract]
Line of Credit	7. Line of Credit Amounts outstanding under the Company’s credit facilities are as follows (in thousands): September 30, December 31, Line of Credit $ 7,661 $ 7,657 Capitalized finance costs (582 ) (677 ) Net balance $ 7,079 $ 6,980 On October 4, 2018, the Company entered into a financing agreement with Rosenthal & Rosenthal, Inc. The Company incurred $882 of direct costs in conjunction with the transaction, consisting primarily of broker, bank and legal fees, and $161 cost of warrant modification. The Company annually incurs an additional $130 of fees from the bank, which is equal to 1% of the $13,000 borrowing limit. 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 $225 for the nine months ended September 30, 2019. The line of credit matures on April 20, 2021 and has $1,019 of unused borrowing capacity under the financing agreement as of September 30, 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 20.1% of the Company’s outstanding common stock as of September 30, 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 September 30, 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 September 30, 2019 on outstanding borrowings was 8.2%. 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	9 Months Ended
	Sep. 30, 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 12.60%. 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 nine months ended September 30, 2019, the Company reflected amortization of right of use asset of $96 related to these leases, resulting in a net asset balance of $730 as of September 30, 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 nine months ended September 30, 2019, the Company made payments of $38 towards finance lease liability and $18 towards operating lease liability. As of September 30, 2019, liability under finance lease amounted to $97 and liability under operating lease amounted to $701, of which $24 and $27 were reflected as current due, under finance leases and operating leases, respectively. As of September 30, 2019, the weighted average remaining lease terms for operating lease and finance lease are 5.26 years and 1.25 years, respectively. The weighted average discount rate for operating lease is 12.60% and 6.93% for finance lease.

Convertible Note to a Related P

Convertible Note to a Related Party	9 Months Ended
	Sep. 30, 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): September 30, December 31, 12% Convertible Note Payable $ 3,400 $ 3,400 Accrued Interest 1,151 761 Total obligation $ 4,551 $ 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 20.1% and 27.1% of the Company’s common stock at September 30, 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).

Warrant Liability

Warrant Liability	9 Months Ended
	Sep. 30, 2019
Warrant Liability
Warrant Liability	10. 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 September 30, 2019 and December 31, 2018, using the following assumptions: September 30, December 31, Stock Price $ 1.30 $ 2.07 Risk free interest rate 2.26 % 2.69 % Expected volatility 69.95 % 50.07 % Expected life in years 1.67 2.42 Expected dividend yield 0 % 0 % Fair Value - Warrants $ 15 $ 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. September 30, September 30, Beginning Balance $ 38 $ 36 Change in fair value (23 ) 97 Ending balance $ 15 $ 133

Stock Based Activity

Stock Based Activity	9 Months Ended
	Sep. 30, 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. Restricted common stock The following table summarizes restricted stock activity during the nine months ended September 30, 2019: Unvested Shares Fair Value Weighted Average Balance, December 31, 2018 598,370 $ 592 1.63 Granted 46,035 $ 132 2.87 Vested (33,796 ) $ (477 ) Issued - - Balance, September 30, 2019 610,609 $ 246 1.13 Prior to January 1, 2019, the Company issued 854,592 shares of restricted common stock to the Company’s Chief Executive Officer and members of the board valued at $1,413, of which 256,222 shares have vested, and $820 has been recognized as an expense. During the nine months ended September 30, 2019, the Company issued an additional 17,652 shares of restricted stock to members of the board of directors. These shares vested immediately upon issuance during February 2019. The aggregate fair value of the stock awards was $44 based on the market price of our common stock at $2.49 per share on the date of grant, which were amortized in full during February 2019. During the nine months ended September 30, 2019, the Company issued an additional 24,216 shares of restricted stock to members of the board of directors. These shares vest through November 2019 over 3 equal periods, and remain subject to forfeiture if vesting conditions are not met. The aggregate fair value of the stock awards was $76 based on the market price of our common stock at $3.14 per share on the date of grant, which will be amortized through November 2019. During the nine months ended September 30, 2019, the Company issued an additional 4,167 shares of restricted stock to a member of the board of directors. These shares vest in November 2019 and remain subject to forfeiture if vesting conditions are not met. The aggregate fair value of the stock awards was $12 based on the market price of our common stock at $3.00 per share on the date of grant, which will be amortized through November 2019. On October 31, 2019, the Company and the Chief Executive Officer entered into a separation agreement extending the vesting of the 392,002 shares that were scheduled to vest on June 29, 2019 to October 31, 2019. The total fair value of restricted common stock vesting during the nine months ended September 30, 2019 was $477 and is included in general and administrative expenses in the accompanying statements of operations. As of September 30, 2019, the amount of unvested compensation related to issuances of restricted common stock was $246, which will be recognized as an expense in future periods as the shares vest. Stock options Shares Weighted- Weighted- Aggregate Outstanding at December 31, 2018 3,674,236 $ 2.16 Granted 1,404,840 $ 2.52 Exercised - $ - Unvested Forfeited or expired (610,510 ) $ 2.64 Vested Forfeited or expired (95,000 ) $ 4.75 Outstanding at September 30, 2019 4,373,566 $ 2.15 8.25 $ - Exercisable at September 30, 2019 1,404,537 $ 2.33 6.78 $ - During the nine months ended September 30, 2019, the Company approved options to be issued pursuant to Reed’s 2017 Incentive Compensation Plan to certain current employees totaling 1,231,000 shares. 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 nine months ended September 30, 2019, the Company granted options to purchase 113,330 shares of common stock to new board members. Options granted to consultants, former employees, and board members vest at various periods. On September 11, 2019, the Company granted options to purchase 60,510 shares of common stock to certain consultants, which were forfeited on the same day resulting in net $0 of compensation expense. The stock options are exercisable at a price ranging from $2.33 to $3.37 per share and expire in ten years. Total fair value of these options at grant date was approximately $989, which was determined using the Black-Scholes-Merton option pricing model with the following average assumption: stock price ranging from $2.33 to $3.37 per share, expected term of seven years, volatility of 61%, dividend rate of 0% and risk-free interest rate ranging from 1.39% to 2.60%. 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 $989 which will be amortized in future periods through September 30, 2023. During the nine months ended September 30, 2019, the Company recognized $1,077 of compensation expense relating to vested stock options. As of September 30, 2019, the amount of unvested compensation related to stock options was approximately $2,672 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 September 30, 2019, which was $1.30, and the exercise price of the outstanding stock options. Common stock purchase warrants The following table summarizes warrant activity for the nine months ended September 30, 2019: Shares Weighted- Weighted- Aggregate Outstanding at December 31, 2018 6,897,277 $ 2.06 2.42 $ 1,447 Granted Exercised (283,495 ) $ 2.09 Forfeited or expired (200,000 ) $ 5.60 Outstanding at September 30, 2019 6,413,782 $ 2.06 1.72 $ 150 Exercisable at September 30, 2019 6,413,782 $ 2.06 1.72 $ 150 During the nine months ended September 30, 2019, warrants to acquire 283,495 shares of common stock were exercised, including 87,485 warrants that were exercised on a cashless basis, resulting in the issuance of 223,037 shares of common stock. Aggregate proceeds to the Company were $365. In addition, during the nine months ended September 30, 2019, warrants to acquire 200,000 shares of common stock expired. The intrinsic value was calculated as the difference between the closing market price as of September 30, 2019, which was $1.30, and the exercise price of the Company’s warrants to purchase common stock.

Contingencies

Contingencies	9 Months Ended
	Sep. 30, 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, is 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 valued at approximately $656 that was deposited to the escrow account. In the three months period ending in June 30, 2019, Mr. Reed sold an additional 191,600 shares valued at approximately $613. Mr. Reed currently has $650 deposited to the escrow account with the remainder expected to be deposited by December 31, 2019 fully satisfying the security requirements. Mr. Reed has zero shares remaining in escrow as of September 30, 2019.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2019
Subsequent Events [Abstract]
Subsequent Events	13. Subsequent Events In October 2019, the Company conducted a public offering of 13,416,667 shares of its common shares including 1,750,000 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 $0.60 per share. The net proceeds to the Company from this offering are $7,536, 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 October 18, 2019, the Company issued 4,254 preferred shares to its preferred shareholders as a result of its annual preferred stock dividend. On October 30, 2019, Iris Snyder notified the Company of her intent to resign from her positions as Chief Financial Officer and Secretary, effective on November 22, 2019. On November 1, 2019, Reed’s appointed Joann Tinnelly to serve as Interim Chief Financial Officer effective November 22, 2019. On October 31, 2019, the Company entered into a Separation, Settlement and Release of Claims Agreement (the “Agreement”) with Valentin Stalowir, its former Chief Executive Officer in connection with Mr. Stalowir’s resignation from his position as Chief Executive Officer and the subsequent termination of his employment on October 31, 2019. As part of the Agreement, the Company issued Mr. Stalowir 392,002 shares of its common shares on October 31, 2019, as well as an additional 50,000 shares of its common shares on November 8, 2019. On November 1, 2019, the Company issued a total of 12,239 shares of its common shares to the members of the board of directors. On November 12, 2019, the Nasdaq Listing Qualifications Department (“Staff”) notified the Company that the bid price of its common stock had closed at less than $1 per share over the previous 30 consecutive business days, and, as a result, did not comply with Listing Rule 5550(a)(2). Therefore, in accordance with Listing Rule 5810(c)(3)(A), the Company is being provided 180 calendar days, or until May 11, 2020, to regain compliance with the Rule. If, at any time before May 11, 2020 the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, Nasdaq staff will provide written notification that it has achieved compliance with the Bid Price Rule. If the Company fails to regain compliance with the Bid Price Rule before May 11, 2020 but meets all of the other applicable standards for initial listing on the Nasdaq Capital Market with the exception of the minimum bid price, the Company may be eligible for additional time. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 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 September 30, 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: September 30, 2019 September 30, 2018 Convertible note to a related party 2,266,667 2,266,667 Warrants 6,413,782 6,951,173 Common stock equivalent of Series A Convertible Preferred Stock 37,644 37,644 Unvested restricted common stock 610,609 616,017 Options 4,373,566 3,440,904 Total 13,702,268 13,312,405 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 September 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 September 30, 2019, and December 31, 2018, the Company’s balance sheets included warrant liabilities aggregating $15 and $38 respectively, measured at fair value based on Level 3 inputs.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
Schedule of Potentially Dilutive Securities	The potentially dilutive securities consisted of the following: September 30, 2019 September 30, 2018 Convertible note to a related party 2,266,667 2,266,667 Warrants 6,413,782 6,951,173 Common stock equivalent of Series A Convertible Preferred Stock 37,644 37,644 Unvested restricted common stock 610,609 616,017 Options 4,373,566 3,440,904 Total 13,702,268 13,312,405

Inventory (Tables)

Inventory (Tables)	9 Months Ended
	Sep. 30, 2019
Inventory Disclosure [Abstract]
Schedule of Inventory	Inventory is valued at the lower of cost (first-in, first-out) or net realizable value, and net of reserves is comprised of the following (in thousands): September 30, December 31, Raw Materials and Packaging $ 5,962 $ 3,053 Finished Goods 3,613 4,327 Total $ 9,575 $ 7,380

Property and Equipment (Tables)

Property and Equipment (Tables)	9 Months Ended
	Sep. 30, 2019
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment	Property and equipment is comprised of the following (in thousands): September 30, December 31, Right-of-use assets under operating leases $ 730 $ 730 Right-of-use assets under finance leases 179 204 Computer hardware and software 582 304 Total cost 1,491 1,238 Accumulated depreciation and amortization (438 ) (342 ) Net book value $ 1,053 $ 896

Line of Credit (Tables)

Line of Credit (Tables)	9 Months Ended
	Sep. 30, 2019
Debt Disclosure [Abstract]
Schedule of Amount Outstanding Under Credit Facilities	Amounts outstanding under the Company’s credit facilities are as follows (in thousands): September 30, December 31, Line of Credit $ 7,661 $ 7,657 Capitalized finance costs (582 ) (677 ) Net balance $ 7,079 $ 6,980

Convertible Note to a Related_2

Convertible Note to a Related Party (Tables)	9 Months Ended
	Sep. 30, 2019
Debt Disclosure [Abstract]
Schedule of Convertible Notes	The Convertible Note to a Related Party consists of the following (in thousands): September 30, December 31, 12% Convertible Note Payable $ 3,400 $ 3,400 Accrued Interest 1,151 761 Total obligation $ 4,551 $ 4,161

Warrant Liability (Tables)

Warrant Liability (Tables)	9 Months Ended
	Sep. 30, 2019
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 September 30, 2019 and December 31, 2018, using the following assumptions: September 30, December 31, Stock Price $ 1.30 $ 2.07 Risk free interest rate 2.26 % 2.69 % Expected volatility 69.95 % 50.07 % Expected life in years 1.67 2.42 Expected dividend yield 0 % 0 % Fair Value - Warrants $ 15 $ 38
Schedule of Warrant Liability	September 30, September 30, Beginning Balance $ 38 $ 36 Change in fair value (23 ) 97 Ending balance $ 15 $ 133

Stock Based Activity (Tables)

Stock Based Activity (Tables)	9 Months Ended
	Sep. 30, 2019
Share-based Payment Arrangement [Abstract]
Summary Non-vested Restricted Stock Activity	The following table summarizes restricted stock activity during the nine months ended September 30, 2019: Unvested Shares Fair Value Weighted Average Balance, December 31, 2018 598,370 $ 592 1.63 Granted 46,035 $ 132 2.87 Vested (33,796 ) $ (477 ) Issued - - Balance, September 30, 2019 610,609 $ 246 1.13
Schedule of Stock Option Activity	Shares Weighted- Weighted- Aggregate Outstanding at December 31, 2018 3,674,236 $ 2.16 Granted 1,404,840 $ 2.52 Exercised - $ - Unvested Forfeited or expired (610,510 ) $ 2.64 Vested Forfeited or expired (95,000 ) $ 4.75 Outstanding at September 30, 2019 4,373,566 $ 2.15 8.25 $ - Exercisable at September 30, 2019 1,404,537 $ 2.33 6.78 $ -
Schedule of Warrants Activity	The following table summarizes warrant activity for the nine months ended September 30, 2019: Shares Weighted- Weighted- Aggregate Outstanding at December 31, 2018 6,897,277 $ 2.06 2.42 $ 1,447 Granted Exercised (283,495 ) $ 2.09 Forfeited or expired (200,000 ) $ 5.60 Outstanding at September 30, 2019 6,413,782 $ 2.06 1.72 $ 150 Exercisable at September 30, 2019 6,413,782 $ 2.06 1.72 $ 150

Basis of Presentation and Liq_2

Basis of Presentation and Liquidity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Feb. 20, 2019	Oct. 31, 2019	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Jun. 30, 2019	Dec. 31, 2018	Jun. 30, 2018	Dec. 31, 2017
Net loss			$ (4,565)	$ (2,674)	$ (12,289)	$ (7,665)
Net cash used in operating activities					(14,628)	(10,496)
Cash balance			1,016		1,016			$ 624
Borrowing capacity			1,019		1,019
Stockholder's equity (deficit)			(2,208)	$ (4,824)	(2,208)	$ (4,824)	$ 1,988	(6,743)	$ (2,734)	$ 508
Working capital			$ 1,394		$ 1,394			$ 3,297
Underwriter [Member]
Issuance of common stock	7,733,750
Common stock price per share	$ 2.10
Proceeds from offering	$ 14,867
Underwriter [Member] | Subsequent Event [Member]
Issuance of common stock		13,416,667
Common stock price per share		$ 0.60
Proceeds from offering		$ 7,536

Significant Accounting Polici_4

Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Convertible ratio, description			rate of 1:4
Warrant liabilities	$ 15		$ 15		$ 38
Customer One [Member] | Sales Revenue, Net [Member]
Percentage of sale accounted to customer	15.00%	22.00%	23.00%	24.00%
Customer One [Member] | Accounts Receivable [Member]
Percentage of sale accounted to customer			14.00%		36.00%
Customer Two [Member] | Sales Revenue, Net [Member]
Percentage of sale accounted to customer	12.00%	18.00%	13.00%	13.00%
Customer Two [Member] | Accounts Receivable [Member]
Percentage of sale accounted to customer					19.00%
Vendor One [Member]
Percentage of sale accounted to customer	13.00%		12.00%
Vendor One [Member] | Accounts Payable [Member]
Percentage of sale accounted to customer			23.00%
Vendor Two [Member]
Percentage of sale accounted to customer	11.00%		10.00%
Vendor Two [Member] | Accounts Payable [Member]
Percentage of sale accounted to customer			18.00%
Vendor Three [Member]
Percentage of sale accounted to customer	10.00%
Vendor Three [Member] | Accounts Payable [Member]
Percentage of sale accounted to customer			14.00%
Vendor [Member]
Percentage of sale accounted to customer		10.00%		15.00%
Single Vendor [Member] | Accounts Payable [Member]
Percentage of sale accounted to customer				15.00%
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	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Potentially dilutive securities	13,702,268	13,312,405
Convertible Note to a Related Party [Member]
Potentially dilutive securities	2,266,667	2,266,667
Warrants [Member]
Potentially dilutive securities	6,413,782	6,951,173
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	610,609	616,017
Options [Member]
Potentially dilutive securities	4,373,566	3,440,904

Inventory (Details Narrative)

Inventory (Details Narrative) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Inventory Disclosure [Abstract]
Inventory, reserve for obsolescence net	$ 522	$ 197

Inventory - Schedule of Invento

Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Inventory Disclosure [Abstract]
Raw Materials and Packaging	$ 5,962	$ 3,053
Finished Goods	3,613	4,327
Total	$ 9,575	$ 7,380

Property and Equipment (Details

Property and Equipment (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 8	$ 155	$ 12	$ 492

Property and Equipment - Schedu

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Property and equipment, total cost	$ 1,491	$ 1,238
Accumulated depreciation and amortization	(438)	(342)
Net book value	1,053	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	179	204
Computer Hardware and Software [Member]
Property and equipment, total cost	$ 582	$ 304

Receivable from a Related Par_2

Receivable from a Related Party (Details Narrative) - USD ($) $ in Thousands	Sep. 30, 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	Sep. 30, 2019	Sep. 30, 2018
Amortization of debt discount		$ 225
Daniel J. Doherty [Member]
Letter of credit	$ 1,500
Daniel J. Doherty [Member] | Reeds Inc [Member]
Ownership percentage		20.10%
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	882
Cost of warrant modification	161
Additional fees incurred from bank	$ 130
Percentage of borrowing limit	1.00%
Line credit, borrowing limit	$ 13,000
Amortization period	2 years 6 months
Line of credit maturity date		Apr. 20, 2021
Unused borrowing capacity		$ 1,019
Line of credit, interest rate	4.75%	8.20%
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	Sep. 30, 2019	Dec. 31, 2018
Debt Disclosure [Abstract]
Line of Credit	$ 7,661	$ 7,657
Capitalized finance costs	(582)	(677)
Net balance	$ 7,079	$ 6,980

Leases Payable (Details Narrati

Leases Payable (Details Narrative) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Dec. 31, 2018	Oct. 01, 2018
Leases [Abstract]
Right-of-use assets	$ 730		$ 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	$ 96
Finance leases liability	97	$ 133
Operating leases liability	701	$ 719
Payments of finance lease liability	38
Payments of operating lease liability	18
Financing lease current due	24
Operating lease current due	$ 27
Weighted average remaining lease term for operating lease	5 years 3 months 4 days
Weighted average remaining lease term for finance lease	1 year 2 months 30 days
Weighted average discount rate for finance lease	6.93%

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	Sep. 30, 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			20.10%	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	Sep. 30, 2019	Dec. 31, 2018
Debt Disclosure [Abstract]
12% Convertible Note Payable	$ 3,400	$ 3,400
Accrued Interest	1,151	761
Total obligation	$ 4,551	$ 4,161

Convertible Note to a Related_5

Convertible Note to a Related Party - Schedule of Convertible Notes (Details) (Parenthetical)	Sep. 30, 2019	Dec. 31, 2018
Convertible Notes [Member]
Convertible note interest rate percentage	12.00%	12.00%

Warrant Liability - Schedule of

Warrant Liability - Schedule of Warrant Liability Using Assumptions (Details) - Warrants [Member] - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Stock Price	$ 1.30	$ 2.07
Risk free interest rate	2.26%	2.69%
Expected Volatility	69.95%	50.07%
Expected life in years	1 year 8 months 2 days	2 years 5 months 1 day
Expected dividend yield	0.00%	0.00%
Fair Value - Warrants	$ 15	$ 38

Warrant Liability - Schedule _2

Warrant Liability - Schedule of Warrant Liability (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Warrant Liability
Beginning Balance			$ 38	$ 36
Change in fair value	$ (131)	$ (26)	(23)	97
Ending balance	$ 15	$ 133	$ 15	$ 133

Stock Based Activity (Details N

Stock Based Activity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Oct. 31, 2019	Sep. 11, 2019	Feb. 20, 2019	Oct. 31, 2019	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Value of restricted shares issued						$ (51)		$ 655
Stock-based compensation							$ 1,077
Fair value of restricted common stock vested					$ 116		$ 405
Amortization period of option fair value							Sep. 30, 2023
Aggregate value of unvested options					$ 2,672		$ 2,672
Proceeds from warrant exercised							$ 365	$ 714
2017 Compensation Plan [Member]
Stock options expiration period							10 years
Fair value of options granted							$ 989
Expected term							7 years
Volatility							61.00%
Dividend rate							0.00%
2017 Compensation Plan [Member] | Minimum [Member]
Stock price					$ 2.33		$ 2.33
Risk-free interest rate							1.39%
2017 Compensation Plan [Member] | Maximum [Member]
Stock price					$ 3.37		$ 3.37
Risk-free interest rate							2.60%
Subsequent Event [Member] | Separation Agreement [Member]
Number of shares expected to vest	392,002			392,002
Shares vesting period modification, description	The Company and the Chief Executive Officer entered into a separation agreement extending the vesting of the 392,002 shares that were scheduled to vest on June 29, 2019 to October 31, 2019.
Restricted Stock [Member]
Fair value of restricted common stock vested							$ 477
Unvested compensation related to restricted common stock					$ 246		$ 246		$ 592
Restricted Stock [Member] | During February 2019 [Member]
Common stock price per share					$ 2.49		$ 2.49
Number of restricted shares issued							17,652
Value of restricted shares issued							$ 44
Vesting period description							These shares vested immediately upon issuance during February 2019.
Stock awards amortization period							During February 2019
Restricted Stock [Member] | Through November 2019 [Member]
Common stock price per share					3.14		$ 3.14
Number of restricted shares issued							24,216
Value of restricted shares issued							$ 76
Vesting period description							These shares vest through November 2019 over 3 equal periods, and remain subject to forfeiture if vesting conditions are not met
Stock awards amortization period							Through November 2019
Restricted Stock [Member] | November 2019 [Member]
Common stock price per share					3		$ 3
Number of restricted shares issued							4,167
Value of restricted shares issued							$ 12
Vesting period description							These shares vest in November 2019 and remain subject to forfeiture if vesting conditions are not met
Stock awards amortization period							Through November 2019
Stock Options [Member]
Stock price					1.30		$ 1.30
Common Stock Issuable [Member]
Number of restricted shares issued								854,592	854,592
Value of restricted shares issued						$ 542		$ 655	$ 1,413
Number of restricted shares vested									256,222
Stock-based compensation									$ 820
Warrant [Member]
Number of shares sold							223,037
Stock price					$ 1.30		$ 1.30
Warrant to acquire shares of common stock							283,495
Warrant exercise on cashless basis							87,485
Shares, forfeited or expired							200,000
Underwriter [Member]
Number of shares sold			7,733,750
Number of additional shares sold			1,008,750
Common stock price per share			$ 2.10
Proceeds from offering			$ 14,867
Underwriter [Member] | Subsequent Event [Member]
Number of shares sold				13,416,667
Number of additional shares sold				1,750,000
Common stock price per share	$ 0.60			$ 0.60
Proceeds from offering				$ 7,536
Employees [Member] | 2017 Compensation Plan [Member]
Number of options to be issued					1,231,000		1,231,000
Option vesting period							4 years
New Board Members [Member]
Options to purchase shares of common stock							113,330
Consultants [Member]
Stock-based compensation		$ 0
Options to purchase shares of common stock		60,510

Stock Based Activity - Summary

Stock Based Activity - Summary Non-vested Restricted Stock Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2019
Fair Value, Vested	$ (116)	$ (405)
Restricted Stock [Member]
Unvested Shares, beginning balance		598,370
Unvested Shares, Granted		46,035
Unvested Shares, Vested		(33,796)
Unvested Shares, Issued
Unvested Shares, ending balance	610,609	610,609
Fair Value Unvested, beginning balance		$ 592
Fair Value, Granted		132
Fair Value, Vested		(477)
Fair Value, Issued
Fair Value, Unvested, ending balance	$ 246	$ 246
Weighted Average Grant Date Fair Value, Unvested, beginning balance		$ 1.63
Weighted Average Grant Date Fair Value, Granted		2.87
Weighted Average Grant Date Fair Value, Vested
Weighted Average Grant Date Fair Value, Issued
Weighted Average Grant Date Fair Value, Unvested, ending balance	$ 1.13	$ 1.13

Stock Based Activity - Schedule

Stock Based Activity - Schedule of Stock Option Activity (Details) - Options [Member]	9 Months Ended
	Sep. 30, 2019USD ($)$ / sharesshares
Shares Outstanding, Beginning balance | shares	3,674,236
Shares, Granted | shares	1,404,840
Shares, Exercised | shares
Shares, Unvested Forfeited or expired | shares	(610,510)
Shares, Vested Forfeited or expired | shares	(95,000)
Shares Outstanding, Exercisable Ending Balance | shares	4,373,566
Shares Exercisable | shares	1,404,537
Weighted-Average Exercise Price, Outstanding, Beginning | $ / shares	$ 2.16
Weighted-Average Exercise Price, Granted | $ / shares	2.52
Weighted-Average Exercise Price, Exercised | $ / shares
Weighted-Average Exercise Price, Unvested Forfeited or expired | $ / shares	2.64
Weighted-Average Exercise Price, Vested Forfeited or expired | $ / shares	4.75
Weighted-Average Exercise Price, Outstanding, Ending | $ / shares	2.15
Weighted-Average Exercise Price, Exercisable Ending Balance | $ / shares	$ 2.33
Weighted-Average Remaining Contractual Terms (Years), Outstanding Ending	8 years 2 months 30 days
Weighted-Average Remaining Contractual Terms (Years), Exercisable Ending Balance	6 years 9 months 11 days
Aggregate Intrinsic Value, Shares Outstanding, Ending | $
Aggregate Intrinsic Value, Shares Exercisable Ending Balance | $

Stock Based Activity - Schedu_2

Stock Based Activity - Schedule of Warrants Activity (Details) - Warrants [Member] $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2019USD ($)$ / sharesshares
Shares Outstanding, Beginning Balance | shares	6,897,277
Shares, Granted | shares
Shares, Exercised | shares	(283,495)
Shares, Forfeited or expired | shares	(200,000)
Shares Outstanding, Ending Balance | shares	6,413,782
Shares Exercisable, Ending Balance | shares	6,413,782
Weighted-Average Exercise Price, Outstanding Beginning Balance | $ / shares	$ 2.06
Weighted-Average Exercise Price, Granted | $ / shares
Weighted-Average Exercise Price, Exercised | $ / shares	2.09
Weighted-Average Exercise Price, Forfeited or expired | $ / shares	5.60
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	1 year 8 months 19 days
Weighted-Average Remaining Contractual Terms (Years), Exercisable Ending Balance	1 year 8 months 19 days
Aggregate Intrinsic Value, Shares Outstanding Beginning | $	$ 1,447
Aggregate Intrinsic Value, Shares Outstanding Ending | $	150
Aggregate Intrinsic Value, Shares Exercisable Ending Balance | $	$ 150

Contingencies (Details Narrativ

Contingencies (Details Narrative) - California Custom Beverage, LLC [Member] - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019
Security deposit	$ 1,200
Chris Reed [Member]
Number of shares sold during the period		191,600	246,000
Value of share sold during the period		$ 613	$ 656
Escrow deposit	$ 650
Remaining number of shares held in escrow	0

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Nov. 12, 2019	Nov. 08, 2019	Nov. 01, 2019	Oct. 18, 2019	Feb. 20, 2019	Oct. 31, 2019
Underwriter [Member]
Issuance of common stock					7,733,750
Number of common shares sold					1,008,750
Common stock price per share					$ 2.10
Proceeds from offering					$ 14,867
Subsequent Event [Member]
Preferred shares issued for preferred stock dividend				4,254
Common stock bid price description	On November 12, 2019, the Nasdaq Listing Qualifications Department ("Staff") notified the Company that the bid price of its common stock had closed at less than $1 per share over the previous 30 consecutive business days, and, as a result, did not comply with Listing Rule 5550(a)(2). Therefore, in accordance with Listing Rule 5810(c)(3)(A), the Company is being provided 180 calendar days, or until May 11, 2020, to regain compliance with the Rule. If, at any time before May 11, 2020 the bid price of the Company's common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, Nasdaq staff will provide written notification that it has achieved compliance with the Bid Price Rule.
Subsequent Event [Member] | Underwriter [Member]
Issuance of common stock						13,416,667
Number of common shares sold						1,750,000
Common stock price per share						$ 0.60
Proceeds from offering						$ 7,536
Subsequent Event [Member] | Valentin Stalowir [Member] | Settlement and Release of Claims Agreement [Member]
Issuance of common stock		50,000				392,002
Subsequent Event [Member] | Board of Directors [Member]
Issuance of common stock			12,239