Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 22, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-32501 | ||
Entity Registrant Name | REED’S, INC. | ||
Entity Central Index Key | 0001140215 | ||
Entity Tax Identification Number | 35-2177773 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 201 Merritt 7 | ||
Entity Address, City or Town | Norwalk | ||
Entity Address, State or Province | CT | ||
Entity Address, Postal Zip Code | 06851 | ||
City Area Code | (800) | ||
Local Phone Number | 997-3337 | ||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | REED | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 76,114 | ||
Entity Common Stock, Shares Outstanding | 112,842,146 | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 572 | ||
Auditor Name | Weinberg & Company, P.A. | ||
Auditor Location | Los Angeles, California |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 49 | $ 595 |
Accounts receivable, net of allowance of $215 and $234, respectively | 5,183 | 4,718 |
Receivable from related party | 933 | 682 |
Inventory | 17,049 | 11,119 |
Prepaid expenses and other current assets | 1,491 | 1,341 |
Total current assets | 24,705 | 18,455 |
Property and equipment, net of accumulated depreciation of $561 and $361, respectively | 992 | 920 |
Equipment held for sale | 67 | |
Intangible assets | 624 | 615 |
Total assets | 26,321 | 20,057 |
Current liabilities: | ||
Accounts payable | 10,434 | 6,746 |
Accrued expenses | 286 | 895 |
Revolving line of credit | 10,229 | |
Payable to related party | 614 | 557 |
Current portion of note payable | 599 | |
Current portion of lease liabilities | 161 | 130 |
Total current liabilities | 21,724 | 8,927 |
Lease liabilities, less current portion | 394 | 555 |
Note payable, less current portion | 171 | |
Total liabilities | 22,118 | 9,653 |
Stockholders’ equity: | ||
Series A Convertible Preferred stock, $10 par value, 500,000 shares authorized, 9,411 shares issued and outstanding | 94 | 94 |
Common stock, $.0001 par value, 180,000,000 and 120,000,000 shares authorized, respectively; 93,733,975 and 86,317,096 shares issued and outstanding, respectively | 9 | 9 |
Additional paid in capital | 107,237 | 97,031 |
Accumulated deficit | (103,137) | (86,730) |
Total stockholders’ equity | 4,203 | 10,404 |
Total liabilities and stockholders’ equity | $ 26,321 | $ 20,057 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net of allowance | $ 215 | $ 234 |
Property and equipment, accumulated depreciation | $ 561 | $ 361 |
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 | 9,411 | 9,411 |
Series A convertible preferred stock, shares outstanding | 9,411 | 9,411 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 180,000,000 | 120,000,000 |
Common Stock, Shares, Outstanding | 93,733,975 | 86,317,096 |
Common Stock, Shares, Issued | 93,733,975 | 86,317,096 |
Statements of Operations
Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Net Sales | $ 49,599 | $ 41,615 |
Cost of goods sold | 36,001 | 28,849 |
Gross profit | 13,598 | 12,766 |
Operating expenses: | ||
Delivery and handling expense | 11,939 | 6,856 |
Selling and marketing expense | 9,665 | 7,503 |
General and administrative expense | 7,965 | 7,023 |
Total operating expenses | 29,569 | 21,382 |
Loss from operations | (15,971) | (8,616) |
Loss on extinguishment of debt | (262) | |
Gain on extinguishment of PPP note payable | 770 | |
Interest expense | (1,201) | (1,307) |
Change in fair value of warrant liability | 8 | |
Net loss | (16,402) | (10,177) |
Dividends on Series A Convertible Preferred Stock | (5) | (5) |
Net loss attributable to common stockholders | $ (16,407) | $ (10,182) |
Loss per share – basic and diluted | $ (0.18) | $ (0.17) |
Weighted average number of shares outstanding – basic and diluted | 91,234,406 | 60,644,842 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 5 | $ 94 | $ 77,596 | $ (76,548) | $ 1,147 |
Beginning balance, shares at Dec. 31, 2019 | 47,595,206 | 9,411 | |||
Fair value of vested options | 1,176 | 1,176 | |||
Fair value of vested restricted shares granted to Directors for services | 416 | 416 | |||
Fair value of vested restricted shares granted to Directors for services, shares | 444,740 | ||||
Fair value of warrants issued on extinguishment of debt | 402 | 402 | |||
Dividends on Series A Convertible Preferred Stock | 5 | (5) | |||
Dividends on series A convertible preferred stock ,shares | 4,530 | ||||
Common shares issued pursuant to a rights offerings, net of offering costs | $ 4 | 16,560 | 16,564 | ||
Common shares issued pursuant to a rights offerings, net of offering costs, shares | 36,895,834 | ||||
Common shares issued on conversion of note payable | 857 | 857 | |||
Common shares issued on conversion of note payable, shares | 1,339,286 | ||||
Common shares issued on exercise of options | 19 | 19 | |||
Common shares issued on exercise of options, shares | 37,500 | ||||
Net Loss | (10,177) | (10,177) | |||
Ending balance, value at Dec. 31, 2020 | $ 9 | $ 94 | 97,031 | (86,730) | 10,404 |
Ending balance, shares at Dec. 31, 2020 | 86,317,096 | 9,411 | |||
Fair value of vested options | 1,684 | 1,684 | |||
Fair value of warrants issued as financing costs | 458 | 458 | |||
Fair value of vested restricted shares granted to officers | 243 | 243 | |||
Fair value of vested restricted shares granted to officers, shares | 282,727 | ||||
Dividends on Series A Convertible Preferred Stock | 5 | (5) | |||
Dividends on series A convertible preferred stock ,shares | 4,645 | ||||
Repurchase of common stock | (15) | (15) | |||
Repurchase of common stock, shares | (13,493) | ||||
Common shares issued for financing costs | 472 | 472 | |||
Common shares issued for financing costs, shares | 400,000 | ||||
Common shares issued pursuant to a rights offerings, net of offering costs | 7,327 | 7,327 | |||
Common shares issued pursuant to a rights offerings, net of offering costs, shares | 6,680,000 | ||||
Common shares issued on exercise of options | 32 | $ 32 | |||
Common shares issued on exercise of options, shares | 63,000 | 63,000 | |||
Net Loss | (16,402) | $ (16,402) | |||
Ending balance, value at Dec. 31, 2021 | $ 9 | $ 94 | $ 107,237 | $ (103,137) | $ 4,203 |
Ending balance, shares at Dec. 31, 2021 | 93,733,975 | 9,411 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (16,402) | $ (10,177) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 143 | 88 |
Loss on disposal of property & equipment | 67 | |
Gain on termination of leases | (2) | |
Gain on extinguishment of PPP note payable | (770) | |
Loss on extinguishment of debt | 262 | |
Amortization of debt discount | 162 | 452 |
Amortization of prepaid financing costs | 295 | |
Fair value of vested options | 1,684 | 1,176 |
Fair value of vested restricted shares granted to directors and officers for services | 243 | 416 |
Decrease in accounts receivable allowance | (19) | (141) |
Inventory write-off | (59) | (452) |
Decrease in fair value of warrant liability | (8) | |
Accrual of interest on convertible note to a related party | 558 | |
Lease liability | (115) | (28) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (446) | (2,478) |
Inventory | (5,871) | (159) |
Prepaid expenses and other assets | 322 | (759) |
Decrease in right of use assets | 100 | 116 |
Accounts payable | 3,688 | 1,390 |
Accrued expenses | (609) | 248 |
Net cash used in operating activities | (17,589) | (9,496) |
Cash flows from investing activities: | ||
Intangible asset trademark costs | (9) | (39) |
Purchase of property and equipment | (326) | (122) |
Net cash used in investing activities | (335) | (161) |
Cash flows from financing activities: | ||
Borrowings under revolving line of credit | 66,234 | 50,975 |
Repayments of revolving line of credit | (56,005) | (54,636) |
Capitalization of financing costs | (130) | |
Proceeds from loan payable | 770 | |
Amounts from related party | (193) | 49 |
Repayment of convertible note payable | (4,250) | |
Principal repayments on finance lease obligation | (2) | (22) |
Exercise of options | 32 | 19 |
Repurchase of common stock | (15) | |
Proceeds from sale of common stock | 7,327 | 16,564 |
Net cash provided by financing activities | 17,378 | 9,339 |
Net decrease in cash | (546) | (318) |
Cash at beginning of period | 595 | 913 |
Cash at end of period | 49 | 595 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 430 | 1,740 |
Non-cash investing and financing activities: | ||
Offset accounts receivable related party and accounts payable related party | 153 | |
Dividends on Series A Convertible Preferred Stock | 5 | 5 |
Fair value of warrant recorded to prepaid expenses | 458 | |
Common Shares issued for financing costs | 472 | |
Note Payable principal extinguished | $ 770 |
Operations and Liquidity
Operations and Liquidity | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Operations and Liquidity | 1. Operations and Liquidity Reed’s, Inc, (the “Company”) is the owner and maker of both Reed Craft Ginger Beer and Reed’s Real Ginger Ale and Virgil’s Handcrafted Sodas. Reed’s, Inc, The Company was established in 1989 and is incorporated in the state of Delaware. Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the year ended December 31, 2021, the Company recorded a net loss of $ 16,402 17,589 As of December 31, 2021, we had a cash balance of $ 49 109 4,203 2,981 18,594,571 9,297,289 5,100 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. To alleviate these conditions, management is currently evaluating various funding alternatives and may seek to raise additional funds through the issuance of equity, mezzanine or debt securities, through arrangements with strategic partners or through obtaining credit from financial institutions. As we seek additional sources of financing, there can be no assurance that such financing would be available to us on favorable terms or at all. Our ability to obtain additional financing in the debt and equity capital markets is subject to several factors, including market and economic conditions, our performance and investor sentiment with respect to us and our industry. We have also 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. COVID-19 Considerations During the year ended December 31, 2021, the COVID-19 pandemic has impacted our operating results and the Company anticipates a continued impact for the balance of the year. In addition, the pandemic may cause reduced demand for our products if, for example, the pandemic results in a recessionary economic environment which negatively effects the consumers who purchase our products. Based on the recent increase in demand for our products, we believe that over the long term, there will continue to be strong demand for our products. Through December 31, 2021, the Company has experienced higher transportation expenses as the capacity in the freight market has not kept up with demand. The Company believes that costs will continue to increase throughout the year. In addition, the Company experienced increases in the pricing of several of its raw materials and delays in procuring several of these items. However, mitigation plans are being implemented to manage this risk. Additionally, the Company was negatively impacted by supply chain challenges impacting our ability to benefit from strong demand for and increased sales of our product. The disruption caused by labor shortages, significant raw material cost inflation, logistics issues and increased freight costs, and ongoing port congestion, resulted in suppressed margins and net income. The Company anticipates a continued impact throughout 2022. Our ability to operate without significant incremental negative operational impact from the COVID-19 pandemic will in part depend on our ability to protect our employees and our supply chain. The Company has endeavored to follow the recommended actions of government and health authorities to protect our employees. Since the inception of the COVID-19 pandemic and through December 31, 2021, we maintained the consistency of our operations during the onset of the COVID-19 pandemic. We will continue to innovate in managing our business, coordinating with our employees and suppliers to do our part in the infection prevention and remain flexible in responding to our customers and suppliers. However, the uncertainty resulting from the pandemic could result in an unforeseen disruption to our workforce and supply chain (for example an inability of a key supplier or transportation supplier to source and transport materials) that could negatively impact our operations. Net sales for the year ended December 31, 2021, were up 19% from the prior year period. Through December 31, 2021, we continue to generate cash flows to meet our short-term liquidity needs, and we expect to maintain access to the capital markets. We have also not observed any material impairments of our assets or a significant change in the fair value of our assets due to the COVID-19 pandemic. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies 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 receivables, assumptions used in valuing inventories at net realizable value, impairment testing of recorded long-term tangible and intangible assets, the valuation allowance for deferred tax assets, accruals for potential liabilities, assumptions made in valuing stock instruments issued for services, and assumptions used in valuing warrant liabilities, and assumptions used in the determination of the Company’s liquidity. Accounts Receivable Accounts receivable are generally recorded at the invoiced amounts net of an allowance for expected losses. The Company evaluates the collectability of its trade accounts receivable based on a number of factors. In circumstances where the Company becomes aware of a specific customer’s inability to meet its financial obligations to the Company, a specific reserve for bad debts is estimated and recorded, which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on the Company’s historical losses and an overall assessment of past due trade accounts receivable outstanding. The allowance for accounts receivable is established through a provision reducing the carrying value of receivables. At December 31, 2021 and 2020, the allowance was $ 215 234 Inventory Inventory is stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out (“FIFO”) basis. We regularly review our inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on our estimated forecast of product demand and our ability to sell the product(s) concerned. Demand for our products can fluctuate significantly. Factors that could affect demand for our products include unanticipated changes in consumer preferences, general market conditions or other factors, which may result in cancellations of advance orders or a reduction in the rate of reorders placed by customers. Additionally, our management’s estimates of future product demand may be inaccurate, which could result in an understated or overstated provision required for excess and obsolete inventory. At December 31, 2021 and 2020, inventory has been reduced by cumulative write-downs for inventory aggregating $ 135 and $ 194 , respectively. Property and Equipment Property and equipment is stated at cost. Expenditures for major renewals and improvements that extend the useful lives of property and equipment or increase production capacity are capitalized, and expenditures for repairs and maintenance are charged to expense as incurred. Depreciation is calculated using accelerated and straight-line methods over the estimated useful lives of the assets as follows: Schedule of Estimated Useful Lives of Property and Equipment and Related Depreciation Property and Equipment Type Years of Depreciation Computer hardware and software 3 7 Machinery and equipment 5 Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the years ended December 31, 2021 and 2020, the Company determined there were no Intangible Assets Intangible assets are comprised of indefinite-lived brand names acquired, so classified because we anticipate that these brand names will contribute cash flows to the Company perpetually. Indefinite-lived intangible assets are not amortized but are assessed for impairment annually, or more frequently if events or circumstances indicate that assets might be impaired and evaluated annually to determine whether the indefinite useful life is appropriate. As part of our impairment test, we first assess qualitative factors to determine whether it is more likely than not 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 its discounted cash flows, an impairment loss is recognized in an amount equal to that excess. For the years ended December 31, 2021 and 2020, the Company determined there was no impairment of its indefinite-lived brand names. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers 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. 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. 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. Cost of Goods Sold Cost of goods sold is comprised of the costs of raw materials and packaging utilized in the manufacture of products, co-packing fees, repacking fees, in-bound freight charges, as well as certain internal transfer costs. Additionally, cost of goods sold includes direct production costs in excess of charges allocated to finished goods in production. Charges for labor and overhead allocated to finished goods are determined on a market cost basis, which may be lower than the actual costs incurred. Plant costs in excess of production allocations are expensed in the period incurred rather than added to the cost of finished goods produced. Expenses not related to the production of our products are classified as operating expenses. Delivery and Handling Expense Shipping and handling costs are comprised of purchasing and receiving, inspection, warehousing, transfer freight, and other costs associated with product distribution after manufacture and are included as part of operating expenses. Advertising Costs Advertising costs are expensed as incurred and are included in selling and marketing expense. Advertising costs aggregated $ 1,418 1,518 Stock Compensation Expense The Company periodically issues stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. Income Taxes The Company uses an asset and liability approach for accounting and reporting for income taxes that allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. 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 years ended December 31, 2021 and 2020, 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: Schedule of Potentially Dilutive Securities December 31, 2021 December 31, 2020 Warrants 4,538,479 3,362,241 Common stock equivalent of Series A Convertible Preferred Stock 37,644 37,644 Unvested restricted common stock 111,164 150,000 Options 10,522,995 9,417,898 Total 15,210,282 12,967,783 The Series A Convertible Preferred Stock is convertible into Common shares at the rate of 1:4. 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. Segments The Company operates in one segment for the manufacture and distribution of our products. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics, nature of products and services, and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying financial statements. Concentrations The Company’s cash balances on deposit with banks are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $ 250 Gross sales. 19 11 25 12 Accounts receivable. 18% 23 During the years ended December 31, 2021 and 2020, the Company utilized six separate co-packers for most its production and bottling of beverage products in the United States. The Company utilizes co-packers to produce 100 % of its products. The Company has long-standing relationships with two different co-packers, and in conjunction with the sale of its manufacturing plant we entered into a third co-packing agreement with California Custom Beverage LLC (“CCB”), the purchaser of the plant (see Note 13). CCB is 100 % owned by Chris Reed, founder of the Company and formerly Chief Executive Officer, Chairman, director, and most recently, Chief Innovation Officer. Although there are other packers, a change in co-packers may cause a delay in the production process, which could ultimately affect operating results. Purchases from vendors. 13 10 12 11 Accounts payable. 10 12 10 Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40).” ASU 2020-06 reduces the number of accounting models for convertible debt instruments by eliminating the cash conversion and beneficial conversion models. The diluted net income per share calculation for convertible instruments will require the Company to use the if-converted method. For contracts in an entity’s own equity, the type of contracts primarily affected by this update are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement conditions of the derivative scope exception. This update simplifies the related settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective January 1, 2024, for the Company and the provisions of this update can be adopted using either the modified retrospective method or a fully retrospective method. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. Effective January 1, 2021, the Company early adopted ASU 2020-06 and that adoption did not have an impact on our financial statements and related disclosures. 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 financial statements. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | 3. Inventory Inventory is valued at the lower of cost (first-in, first-out) or net realizable value and is comprised of the following (in thousands): Schedule of Inventory December 31, 2021 December 31, 2020 Raw materials and packaging $ 11,221 $ 6,793 Finished products 5,828 4,326 Total $ 17,049 $ 11,119 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 4. Property and Equipment Property and equipment is comprised of the following (in thousands): Schedule of Property and Equipment December 31, 2021 December 31, 2020 Right-of-use assets under operating leases $ 724 $ 724 Right-of-use assets under finance leases - 54 Computer hardware and software 400 400 Machinery and equipment 429 103 Total cost 1,553 1,281 Accumulated depreciation and amortization (561 ) (361 ) Net book value $ 992 $ 920 Depreciation expense for the years ended December 31, 2021 and 2020 was $ 143 88 100 116 48 38 13 51 51 6 244 zero Equipment held for sale consists of the following (in thousands): Schedule of Equipment Held for Sale December 31, 2021 December 31, 2020 Equipment held for sale $ $ 163 Reserve - (96 ) Net book value $ - $ 67 During the year ended December 31, 2021, the Company disposed the equipment held for sale and recorded a loss on disposal of $ 67 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 5. Intangible Assets Intangible assets are comprised of brand names acquired, specifically Virgil’s, and costs related to trademarks. 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 assessment, there were no During the year ended December 31, 2021, the Company capitalized costs of $ 9 Intangible assets consist of the following (in thousands): Summary of Intangible Assets December 31, 2021 December 31, 2020 Brand names $ 576 $ 576 Trademarks 48 39 Total $ 624 $ 615 |
Line of Credit
Line of Credit | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Line of Credit | 6. Line of Credit Amounts outstanding under the Company’s credit facilities are as follows (in thousands): Schedule of Amount Outstanding Under Credit Facilities December 31, 2021 December 31, 2020 Line of Credit $ 10,229 $ On October 4, 2018, the Company entered into a financing agreement with Rosenthal & Rosenthal, Inc. (“Rosenthal”). The financing agreement provides a maximum borrowing capacity of $ 13,000 . Borrowings are based on a formula of eligible accounts receivable and inventories (the “permitted borrowings”) plus advances (an “over-advance” of up to $ 4,000 ) in excess of permitted borrowings. At December 31, 2021, the unused borrowing capacity under the financing agreement was $ 109 . The line of credit automatically renews each year until terminated. The line of credit matured on March 30, 2022 and was automatically renewed to mature on March 30, 2023 . Borrowings under the Rosenthal financing agreement bear interest at the greater of prime or 4.75 2.0 3.5 4 The line of credit is secured by substantially all of the assets, excluding intellectual property, of the Company. The over-advance is secured by all of Reed’s intellectual property collateral. Additionally, any over-advance was guaranteed by an irrevocable stand-by letter of credit in the amount of $ 1,500 On March 11, 2021, the Company entered into an amendment to the financing agreement, releasing that irrevocable standby letter of credit of $1,500 by Raptor with a $2,000 pledge of securities to Rosenthal by John J. Bello and Nancy E. Bello, as Co-Trustees of The John and Nancy Bello Revocable Living Trust. John J. Bello, current Chairman and former Interim Chief Executive Officer of Reed’s, is a related party. He is also a greater than 5 % beneficial owner of Reed’s common stock. As consideration for the collateral support, Mr. Bello received 400,000 shares of Reed’s restricted stock. The Company determined the fair value of the 400,000 472 which was recorded as a prepaid financing costs of which $ 75 397 of the prepaid financing costs to interest expense. 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 December 31, 2021. The Company annually incurs an additional $ 130 1 13,000 162 162 452 65 |
Note Payable
Note Payable | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Note Payable | 7. Note Payable On April 20, 2020, the Company was granted a loan (the “PPP loan”) from City National Bank in the aggregate amount of $ 770 770 770 |
Leases Liabilities
Leases Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Leases Liabilities | |
Leases Liabilities | 8. Leases Liabilities The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company leases its headquarters , and certain office equipment and automobiles. Leases with an initial term of 12 During the years ended December 31, 2021 and 2020, lease costs totaled $ 179 181 As of December 31, 2020, lease liabilities totaled $ 685 16 669 13 2 78 555 As of December 31, 2021, the weighted average remaining lease terms for an operating lease are 3.00 12.60 Future minimum lease payments under the leases are as follows (in thousands): Schedule of Future Minimum Lease Payments Under Leases Years Ending December 31, Amounts 2022 $ 222 2023 226 2024 221 2025 - 2026 - Total payments 669 Less: Amount representing interest (114 ) Present value of net minimum lease payments 555 Less: Current portion (161 ) Non-current portion $ 394 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity | 9. Stockholders’ Equity Series A Convertible Preferred Stock Series A Convertible Preferred Stock (the “Preferred Stock”) consists of $ 10 5 10.00 500,000 9,411 Dividends are payable at the rate of 5 In the event of any liquidation, dissolution or winding up of the Company, or if there is a change of control event as defined, the holders of the Preferred Stock are entitled to receive, prior to distributions to the holders of common stock, $ 10.00 10.00 The Preferred Stock may be converted at any time, at the option of the holder, into four shares of common stock, subject to adjustment in the event of stock splits, reverse stock splits, stock dividends, recapitalization, reclassification, and similar transactions. The Company is obligated to reserve authorized but unissued shares of common stock sufficient to affect the conversion of all outstanding shares of Preferred Stock. Except as provided by law, the holders of the Preferred Stock do not have the right to vote on any matters, including the election of directors. However, so long as any shares of Preferred Stock are outstanding, the Company shall not, without the approval of a majority of the preferred stockholders, authorize or issue any equity security having a preference over the Preferred Stock with respect to dividends, liquidation, redemption or voting, including any other security convertible into or exercisable for any senior preferred stock. During the year ended December 31, 2020, the Company paid dividends on the Preferred Stock through the issuance of 4,530 5 5 No Common Stock The Company’s common stock has a par value of $ .0001 . On December 30, 2021, our shareholders approved an increase in the authorized number of common shares from 120,000,000 to 180,000,000 . On December 21, 2020, our shareholders approved an increase in the authorized number of common shares from 100,000,000 to 120,000,000 . As of December 31, 2021, there were 180,000,000 shares authorized, and 93,733,975 shares of common stock outstanding. As of December 31, 2020, there were 120,000,000 shares authorized with 86,317,096 shares of common stock outstanding. Common Stock Issuance In May 2021, the Company conducted a public offering of 6,680,000 1.18 7,327 In November 2020, the Company conducted a public offering of 21,562,500 0.56 11,254 In April 2020, the Company conducted a public offering of 15,333,334 0.375 5,310 Common stock repurchases During the year ended December 31, 2021, the Company repurchased 13,493 15 |
Share-Based Payments
Share-Based Payments | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Payments | 10. Share-Based Payments Management believes that the ability to issue equity compensation, in order to incentivize performance by employees, directors, and consultants, is essential to the Company’s growth strategy. On September 29, 2017, the 2017 Compensation Plan (the “2017 Plan”) was approved by our shareholders. Initially it provided for the issuance of up to 3,000,000 3,500,000 1,168,258 3,436,864 On December 21, 2020, the 2020 Equity Incentive Plan (the “2020 Plan”) was approved by our shareholders. The 2020 Plan provides for the issuance of up to 8,500,000 shares. Options issued and forfeited under the 2020 plan contain an Evergreen provision and cannot be re-priced without shareholder approval. As of December 31, 2021, shares issuable under the 2020 Plan were 3,874,048 . The 2020 Plan permits the grant of options and stock awards to our employees, directors and consultants. The options may constitute either “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code or “non-qualified stock options”. The Plan is currently administered by the board of directors. The exercise price of an option granted under the plan cannot be less than 100% of the fair market value per share of common stock on the date of the grant of the option. Options may not be granted under the plan on or after the tenth anniversary of the adoption of the plan. Incentive stock options granted to a person owning more than 10% of the combined voting power of the common stock cannot be exercisable for more than five years Restricted common stock The following table summarizes restricted stock activity during the years ended December 31, 2021 and 2020: Summary of Non-vested Restricted Stock Activity Unvested Issuable Fair Value Weighted Balance, December 31, 2019 - - $ - $ - Granted 594,740 - 508 0.85 Vested (444,740 ) 444,740 - - Forfeited - - - - Issued - (444,740 ) (416 ) - Balance, December 31, 2020 150,000 - 92 0.89 Granted 245,900 - 226 0.92 Vested (282,727 ) 282,727 - - Forfeited (2,009 ) - - 0.89 Issued - (282,727 ) (264 ) - Balance, December 31, 2021 111,164 - $ 54 $ 0.89 During the year ended December 31, 2021, the Company issued 245,900 61,475 226 0.92 During the year ended December 31, 2020, the Company issued 594,740 350,000 94,740 47,370 75,000 18,750 75,000 four 508 0.81 0.95 The total fair value of restricted common stock vesting during the year ended December 31, 2021 and 2020 was $ 243 416 54 Stock Options As of December 31, 2021, the Company has issued stock options to purchase an aggregate of 10,522,995 Schedule of Stock Option Activity Shares Weighted- Weighted- Aggregate Outstanding at December 31, 2019 3,265,630 $ 2.19 7.09 $ 6 Granted 6,893,752 0.87 Exercised (37,500 ) 0.50 Unvested forfeited or expired (515,941 ) 2.10 Vested forfeited or expired (188,043 ) 4.20 Outstanding at December 31, 2020 9,417,898 $ 1.19 8.55 $ 78 Granted 3,386,882 1.05 Exercised (63,000 ) 0.50 Unvested forfeited or expired (2,052,954 ) 1.22 Vested forfeited or expired (165,831 ) 2.83 Outstanding at December 31, 2021 10,522,995 $ 1.12 7.88 $ - Exercisable at December 31, 2021 3,671,949 $ 1.24 6.40 $ - During the year ended December 31, 2021, the Company received proceeds of $ 32 63,000 During the year ended December 31, 2021, the Company approved options exercisable into 3,386,882 3,386,882 1,693,441 four 1,693,441 The stock options are exercisable at prices ranging from $ 0.98 1.18 ten years 2,412 1.05 six years 79 0 0.98 During the year ended December 31, 2020, the Company approved options exercisable into 4,625,952 2,267,800 6,558,752 3,279,376 3,279,376 335,000 The stock options are exercisable at a weighted average price $ 0.87 ten 3,561 0.87 5.91 76 0 0.48 3,561 2.67 In the measurement of stock options granted in 2021 and 2020, 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; 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; and 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. During the year ended December 31, 2021 and 2020, the Company recognized $ 1,684 1,176 2,833 As of December 31, 2021, the outstanding options have no intrinsic value. The aggregate intrinsic value was calculated as the difference between the closing market price as of December 31, 2021, which was $ 0.36 Additional information regarding options outstanding and exercisable as of December 31, 2021, is as follows: Schedule of Information Regarding Stock Options Options Outstanding Options Exercisable Range of Exercise Price Number of Weighted Weighted Number of Weighted $ 0.50 0.88 1,749,336 $ 0.66 8.18 1,022,824 $ 0.57 $ 0.89 1.34 6,718,000 0.99 8.76 1,145,591 0.95 $ 1.60 2.40 1,609,753 1.73 4.43 1,222,878 1.72 $ 2.44 3.66 415,906 2.71 6.23 250,656 2.82 $ 3.74 5.61 30,000 3.74 0.75 30,000 3.74 10,522,995 $ 1.12 7.88 3,671,949 $ 1.12 |
Stock Warrants
Stock Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Stock Warrants | |
Stock Warrants | 11. Stock Warrants As of December 31, 2021, the Company has issued warrants to purchase an aggregate of 4,538,479 Schedule of Warrant Activity Shares Weighted -Average Exercise Price Weighted-Average Remaining Contractual Terms (Years) Aggregate Intrinsic Value Outstanding at December 31, 2019 6,413,782 $ 2.06 1.52 $ Granted 1,000,000 0.64 Exercised - - Forfeited or expired (4,051,541 ) 2.03 Outstanding at December 31, 2020 3,362,241 1.56 2.49 $ - Granted 1,500,000 0.46 Exercised - - Forfeited or expired (323,762 ) 4.04 Outstanding at December 31, 2021 4,538,479 $ 1.02 2.77 $ - Exercisable at December 31, 2021 4,538,479 $ 1.02 2.77 $ - On November 24, 2021, the Company granted John Bello, current Chairman, significant shareholder and former Interim Chief Executive Officer of Reed’s, who is a related party, a 5 -year warrant to purchase 1,500,000 shares of the Company common stock with an exercise price of $ 0.46 . The fair value of the warrants granted was determined to be $ 458 and was recorded as a prepaid financing costs. During the year ended December 31, 2021, the Company amortized $ 148 310 The fair value of the warrant was calculated using the Black-Scholes option pricing model using the following assumptions – stock price of $ 0.46 ; exercise price of $ 0.44 ; expected life of 5 years; volatility of 84.7 %; dividend rate of 0 % and discount rate of 0.77 %. As of December 31, 2021, the outstanding warrants have no intrinsic value. 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. On December 11, 2020, the Company issued to Raptor a 5 1,000,000 0.64 402 0.64 0.64 5 79 0 0.51 4,051,541 Additional information regarding warrants outstanding and exercisable as of December 31, 2021, is as follows: Schedule of Warrants Outstanding and Exercisable Warrants Outstanding Warrants Exercisable Range of Exercise Price Number of Weighted Weighted Number of Weighted $ 0.01 0.99 2,500,000 $ 0.53 4.52 2,500,000 $ 0.53 $ 1.00 1.99 1,560,194 1.50 0.64 1,560,194 1.50 $ 2.00 2.99 478,285 2.00 0.54 478,285 2.00 4,538,479 $ 1.02 2.77 4,538,479 $ 1.02 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes For the years ended December 31, 2021 and 2020, a reconciliation of the effective income tax rate to the U.S. statutory rate is as follows: Schedule of Reconciliation of Effective Income Tax Rate to U.S. Statutory Rate December 31, 2021 December 31, 2020 Federal statutory tax rate (21 )% (21 )% State rate, net of federal benefit (5 )% (5 )% (26 )% (26 )% Effect of change in tax rate - % - % Valuation allowance 26 % 26 % Effective tax rate $ - $ - As of December 31, 2021 and 2020, significant components of the Company’s deferred tax assets and liabilities are as follows: Schedule of Deferred Income Tax Assets December 31, 2021 December 31, 2020 Deferred income tax asset: Net operating loss carryforwards $ 18,573 $ 15,641 Disqualified corporate interest expense 1,078 857 Stock-based compensation 1,764 1,260 Accounts receivable allowances 26 61 Inventory reserves 35 51 Operating lease liability 145 179 Reserve for asset impairment 58 58 Gross deferred tax assets 21,679 18,107 Valuation allowance (21,490 ) (17,903 ) Total deferred tax assets 189 203 Deferred tax liabilities: Operating lease right-of-use asset (189 ) (203 ) Deferred finance costs - - Total deferred tax liabilities (189 ) (203 ) Net deferred tax asset (liability) $ - $ - At December 31, 2021 and 2020, the Company had available Federal and state net operating loss carryforwards (“NOL”s) to reduce future taxable income. For Federal purposes the amounts available were approximately $ 63,000 and $ 66,000 , respectively. For state purposes approximately $ 36,000 and $ 42,000 was available at December 31, 2021 and 2020, respectively. The Federal carryforward for NOLs arising in years prior to 2019 is approximately $ 44,000 , which expires on various dates through 2038 . NOLs for 2019, 2020 and 2021 of approximately 19,000 , can be carried forward indefinitely, but are only able to offset 80% of taxable income in future years . The state carryforward expires on various dates through 2041. Given the Company’s history of net operating losses, management has determined that it is more likely than not that the Company will not be able to realize the tax benefit of the carryforwards. Accordingly, the Company has not recognized a deferred tax asset for this benefit. Due to restrictions imposed by Internal Revenue Code Section 382 regarding substantial changes in ownership of companies with loss carryforwards, the utilization of the Company’s NOL may be limited as a result of changes in stock ownership. NOLs incurred subsequent to the latest change in control are not subject to the limitation. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position is measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. As of December 31, 2021 and 2020, the Company did not have a liability for unrecognized tax benefits. The Company recognizes as income tax expense, interest and penalties on uncertain tax provisions. As of December 31, 2021 and 2020, the Company has not accrued interest or penalties related to uncertain tax positions. Tax years 2017 through 2021 remain open to examination by the major taxing jurisdictions to which the Company is subject. Upon the attainment of taxable income by the Company, management will assess the likelihood of realizing the tax benefit associated with the use of the NOLs and will recognize the appropriate deferred tax asset at that time. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions On December 31, 2018, the Company completed the sale of its Los Angeles manufacturing plant to California Custom Beverage, LLC (“CCB”), an entity owned by Christopher J. Reed, a related party, and CCB assumed the monthly payments on our lease obligation for the Los Angeles manufacturing plant. Our release from the obligation by the lessor, however, is dependent upon CCB’s deposit of $ 1,200 800 363,000 131 Beginning in 2019, we are to receive a 5 % royalty on CCB’s private label sales to existing customers for three years and a 5 % referral fee on CCB’s private label sales to referred customers for three years. During the year ended December 31, 2021 and 2020, the Company recorded royalty revenue from CCB of $ 72 98 , respectively. At December 31, 2020, the Company had an aggregate receivable balance from CCB of $ 682 72 179 933 At December 31, 2021, and December 31, 2020, the Company had accounts payable due to CCB of $ 614 557 Any over-advance on the Company’s line of credit with Rosenthal was 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”). On March 11, 2020, the Company entered into an amendment to the financing agreement, releasing that irrevocable standby letter of credit of $ 1,500 by Raptor with a $ 2,000 pledge of securities to Rosenthal by John J. Bello and Nancy E. Bello, as Co-Trustees of The John and Nancy Bello Revocable Living Trust. John J. Bello, current Chairman, significant shareholder and former Interim Chief Executive Officer of Reed’s, is a related party. As consideration for the collateral support, Mr. Bello received 400,000 shares of Reed’s restricted stock. On November 24, 2021, the Bello trust provided additional collateral support securing a $ 2,500,000 Lindsay Martin, daughter of a director of the Company, was employed as Vice President of Marketing during the years ended December 31, 2021 and 2020. Ms. Martin was paid approximately $ 181 215 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies From time to time, we are a party to claims and legal proceedings arising in the ordinary course of business. Our management evaluates our exposure to these claims and proceedings individually and in the aggregate and provides for potential losses on such litigation if the amount of the loss is estimable and the loss is probable. We believe that there are no material litigation matters at the current time. Although the results of such litigation matters and claims cannot be predicted with certainty, we believe that the final outcome of such claims and proceedings will not have a material adverse impact on our financial position, liquidity, or results of operations. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events On March 10, 2022, the Company entered into a Securities Purchase Agreement with certain institutional and accredited investors pursuant to which the investors agreed to purchase 18,594,571 9,297,289 0.2877 five years 0.28 0.3502 5.1 1.1 On March 21, 2022, the Board of Directors of the Company, upon recommendation from its governance committee, expanded the board from six to seven members and appointed Mr. Leon M. Zaltzman to serve as director. Mr. Zaltzman is the founder and managing member of Union Square Park Capital Management, LLC (“USPCM”), and is also the managing member of Union Square Park GP (“USPGP”). USPCM and USPGP serve as the investment manager and general partner to Union Square Park Partners, LP (“USPP Fund”), respectively. Foregoing entities hereinafter collectively referred to as the “Union Square Entities”. USPP Fund participated in the Company’s recent private placement of common stock and it acquired 10,714,286 5,357,143 3,000 7.79% 14.6% On March 28, 2022, the Company entered into a financing agreement with Alterna Capital Solutions (“ACS”), for a line of credit to replace its existing credit facility. The ACS line of credit is for a term of 3 years 13,000 100% 400 Borrowings under the ACS financing agreement bear interest of prime plus 4.75% but not less than 8.0% on receivables. Borrowings based on inventory bear an interest of prime plus 5.25% but not less than 8.5%. The additional overadvance rider bears a rate of prime plus 12.75%, but not less than 16.00%. Additionally, the line of credit is subject to monthly monitoring fee of $1 with a minimum usage requirement on the credit facility. 1,500 1 The Company incurred $ 503 3 On March 30, 2022, the Company paid in full its outstanding balance on its credit facility with Rosenthal & Rosenthal, Inc. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
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 receivables, assumptions used in valuing inventories at net realizable value, impairment testing of recorded long-term tangible and intangible assets, the valuation allowance for deferred tax assets, accruals for potential liabilities, assumptions made in valuing stock instruments issued for services, and assumptions used in valuing warrant liabilities, and assumptions used in the determination of the Company’s liquidity. |
Accounts Receivable | Accounts Receivable Accounts receivable are generally recorded at the invoiced amounts net of an allowance for expected losses. The Company evaluates the collectability of its trade accounts receivable based on a number of factors. In circumstances where the Company becomes aware of a specific customer’s inability to meet its financial obligations to the Company, a specific reserve for bad debts is estimated and recorded, which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on the Company’s historical losses and an overall assessment of past due trade accounts receivable outstanding. The allowance for accounts receivable is established through a provision reducing the carrying value of receivables. At December 31, 2021 and 2020, the allowance was $ 215 234 |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out (“FIFO”) basis. We regularly review our inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on our estimated forecast of product demand and our ability to sell the product(s) concerned. Demand for our products can fluctuate significantly. Factors that could affect demand for our products include unanticipated changes in consumer preferences, general market conditions or other factors, which may result in cancellations of advance orders or a reduction in the rate of reorders placed by customers. Additionally, our management’s estimates of future product demand may be inaccurate, which could result in an understated or overstated provision required for excess and obsolete inventory. At December 31, 2021 and 2020, inventory has been reduced by cumulative write-downs for inventory aggregating $ 135 and $ 194 , respectively. |
Property and Equipment | Property and Equipment Property and equipment is stated at cost. Expenditures for major renewals and improvements that extend the useful lives of property and equipment or increase production capacity are capitalized, and expenditures for repairs and maintenance are charged to expense as incurred. Depreciation is calculated using accelerated and straight-line methods over the estimated useful lives of the assets as follows: Schedule of Estimated Useful Lives of Property and Equipment and Related Depreciation Property and Equipment Type Years of Depreciation Computer hardware and software 3 7 Machinery and equipment 5 Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the years ended December 31, 2021 and 2020, the Company determined there were no |
Intangible Assets | Intangible Assets Intangible assets are comprised of indefinite-lived brand names acquired, so classified because we anticipate that these brand names will contribute cash flows to the Company perpetually. Indefinite-lived intangible assets are not amortized but are assessed for impairment annually, or more frequently if events or circumstances indicate that assets might be impaired and evaluated annually to determine whether the indefinite useful life is appropriate. As part of our impairment test, we first assess qualitative factors to determine whether it is more likely than not 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 its discounted cash flows, an impairment loss is recognized in an amount equal to that excess. For the years ended December 31, 2021 and 2020, the Company determined there was no impairment of its indefinite-lived brand names. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers 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. 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. 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. |
Cost of Goods Sold | Cost of Goods Sold Cost of goods sold is comprised of the costs of raw materials and packaging utilized in the manufacture of products, co-packing fees, repacking fees, in-bound freight charges, as well as certain internal transfer costs. Additionally, cost of goods sold includes direct production costs in excess of charges allocated to finished goods in production. Charges for labor and overhead allocated to finished goods are determined on a market cost basis, which may be lower than the actual costs incurred. Plant costs in excess of production allocations are expensed in the period incurred rather than added to the cost of finished goods produced. Expenses not related to the production of our products are classified as operating expenses. |
Delivery and Handling Expense | Delivery and Handling Expense Shipping and handling costs are comprised of purchasing and receiving, inspection, warehousing, transfer freight, and other costs associated with product distribution after manufacture and are included as part of operating expenses. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred and are included in selling and marketing expense. Advertising costs aggregated $ 1,418 1,518 |
Stock Compensation Expense | Stock Compensation Expense The Company periodically issues stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. |
Income Taxes | Income Taxes The Company uses an asset and liability approach for accounting and reporting for income taxes that allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. |
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 years ended December 31, 2021 and 2020, 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: Schedule of Potentially Dilutive Securities December 31, 2021 December 31, 2020 Warrants 4,538,479 3,362,241 Common stock equivalent of Series A Convertible Preferred Stock 37,644 37,644 Unvested restricted common stock 111,164 150,000 Options 10,522,995 9,417,898 Total 15,210,282 12,967,783 The Series A Convertible Preferred Stock is convertible into Common shares at the rate of 1:4. |
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. |
Segments | Segments The Company operates in one segment for the manufacture and distribution of our products. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics, nature of products and services, and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying financial statements. |
Concentrations | Concentrations The Company’s cash balances on deposit with banks are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $ 250 Gross sales. 19 11 25 12 Accounts receivable. 18% 23 During the years ended December 31, 2021 and 2020, the Company utilized six separate co-packers for most its production and bottling of beverage products in the United States. The Company utilizes co-packers to produce 100 % of its products. The Company has long-standing relationships with two different co-packers, and in conjunction with the sale of its manufacturing plant we entered into a third co-packing agreement with California Custom Beverage LLC (“CCB”), the purchaser of the plant (see Note 13). CCB is 100 % owned by Chris Reed, founder of the Company and formerly Chief Executive Officer, Chairman, director, and most recently, Chief Innovation Officer. Although there are other packers, a change in co-packers may cause a delay in the production process, which could ultimately affect operating results. Purchases from vendors. 13 10 12 11 Accounts payable. 10 12 10 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40).” ASU 2020-06 reduces the number of accounting models for convertible debt instruments by eliminating the cash conversion and beneficial conversion models. The diluted net income per share calculation for convertible instruments will require the Company to use the if-converted method. For contracts in an entity’s own equity, the type of contracts primarily affected by this update are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement conditions of the derivative scope exception. This update simplifies the related settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective January 1, 2024, for the Company and the provisions of this update can be adopted using either the modified retrospective method or a fully retrospective method. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. Effective January 1, 2021, the Company early adopted ASU 2020-06 and that adoption did not have an impact on our financial statements and related disclosures. 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 financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Property and Equipment and Related Depreciation | Schedule of Estimated Useful Lives of Property and Equipment and Related Depreciation Property and Equipment Type Years of Depreciation Computer hardware and software 3 7 Machinery and equipment 5 |
Schedule of Potentially Dilutive Securities | Schedule of Potentially Dilutive Securities December 31, 2021 December 31, 2020 Warrants 4,538,479 3,362,241 Common stock equivalent of Series A Convertible Preferred Stock 37,644 37,644 Unvested restricted common stock 111,164 150,000 Options 10,522,995 9,417,898 Total 15,210,282 12,967,783 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory is valued at the lower of cost (first-in, first-out) or net realizable value and is comprised of the following (in thousands): Schedule of Inventory December 31, 2021 December 31, 2020 Raw materials and packaging $ 11,221 $ 6,793 Finished products 5,828 4,326 Total $ 17,049 $ 11,119 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment is comprised of the following (in thousands): Schedule of Property and Equipment December 31, 2021 December 31, 2020 Right-of-use assets under operating leases $ 724 $ 724 Right-of-use assets under finance leases - 54 Computer hardware and software 400 400 Machinery and equipment 429 103 Total cost 1,553 1,281 Accumulated depreciation and amortization (561 ) (361 ) Net book value $ 992 $ 920 |
Schedule of Equipment Held for Sale | Equipment held for sale consists of the following (in thousands): Schedule of Equipment Held for Sale December 31, 2021 December 31, 2020 Equipment held for sale $ $ 163 Reserve - (96 ) Net book value $ - $ 67 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | Intangible assets consist of the following (in thousands): Summary of Intangible Assets December 31, 2021 December 31, 2020 Brand names $ 576 $ 576 Trademarks 48 39 Total $ 624 $ 615 |
Line of Credit (Tables)
Line of Credit (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Amount Outstanding Under Credit Facilities | Amounts outstanding under the Company’s credit facilities are as follows (in thousands): Schedule of Amount Outstanding Under Credit Facilities December 31, 2021 December 31, 2020 Line of Credit $ 10,229 $ |
Leases Liabilities (Tables)
Leases Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases Liabilities | |
Schedule of Future Minimum Lease Payments Under Leases | Future minimum lease payments under the leases are as follows (in thousands): Schedule of Future Minimum Lease Payments Under Leases Years Ending December 31, Amounts 2022 $ 222 2023 226 2024 221 2025 - 2026 - Total payments 669 Less: Amount representing interest (114 ) Present value of net minimum lease payments 555 Less: Current portion (161 ) Non-current portion $ 394 |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Non-vested Restricted Stock Activity | The following table summarizes restricted stock activity during the years ended December 31, 2021 and 2020: Summary of Non-vested Restricted Stock Activity Unvested Issuable Fair Value Weighted Balance, December 31, 2019 - - $ - $ - Granted 594,740 - 508 0.85 Vested (444,740 ) 444,740 - - Forfeited - - - - Issued - (444,740 ) (416 ) - Balance, December 31, 2020 150,000 - 92 0.89 Granted 245,900 - 226 0.92 Vested (282,727 ) 282,727 - - Forfeited (2,009 ) - - 0.89 Issued - (282,727 ) (264 ) - Balance, December 31, 2021 111,164 - $ 54 $ 0.89 |
Schedule of Stock Option Activity | Schedule of Stock Option Activity Shares Weighted- Weighted- Aggregate Outstanding at December 31, 2019 3,265,630 $ 2.19 7.09 $ 6 Granted 6,893,752 0.87 Exercised (37,500 ) 0.50 Unvested forfeited or expired (515,941 ) 2.10 Vested forfeited or expired (188,043 ) 4.20 Outstanding at December 31, 2020 9,417,898 $ 1.19 8.55 $ 78 Granted 3,386,882 1.05 Exercised (63,000 ) 0.50 Unvested forfeited or expired (2,052,954 ) 1.22 Vested forfeited or expired (165,831 ) 2.83 Outstanding at December 31, 2021 10,522,995 $ 1.12 7.88 $ - Exercisable at December 31, 2021 3,671,949 $ 1.24 6.40 $ - |
Schedule of Information Regarding Stock Options | Additional information regarding options outstanding and exercisable as of December 31, 2021, is as follows: Schedule of Information Regarding Stock Options Options Outstanding Options Exercisable Range of Exercise Price Number of Weighted Weighted Number of Weighted $ 0.50 0.88 1,749,336 $ 0.66 8.18 1,022,824 $ 0.57 $ 0.89 1.34 6,718,000 0.99 8.76 1,145,591 0.95 $ 1.60 2.40 1,609,753 1.73 4.43 1,222,878 1.72 $ 2.44 3.66 415,906 2.71 6.23 250,656 2.82 $ 3.74 5.61 30,000 3.74 0.75 30,000 3.74 10,522,995 $ 1.12 7.88 3,671,949 $ 1.12 |
Stock Warrants (Tables)
Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stock Warrants | |
Schedule of Warrant Activity | Schedule of Warrant Activity Shares Weighted -Average Exercise Price Weighted-Average Remaining Contractual Terms (Years) Aggregate Intrinsic Value Outstanding at December 31, 2019 6,413,782 $ 2.06 1.52 $ Granted 1,000,000 0.64 Exercised - - Forfeited or expired (4,051,541 ) 2.03 Outstanding at December 31, 2020 3,362,241 1.56 2.49 $ - Granted 1,500,000 0.46 Exercised - - Forfeited or expired (323,762 ) 4.04 Outstanding at December 31, 2021 4,538,479 $ 1.02 2.77 $ - Exercisable at December 31, 2021 4,538,479 $ 1.02 2.77 $ - |
Schedule of Warrants Outstanding and Exercisable | Additional information regarding warrants outstanding and exercisable as of December 31, 2021, is as follows: Schedule of Warrants Outstanding and Exercisable Warrants Outstanding Warrants Exercisable Range of Exercise Price Number of Weighted Weighted Number of Weighted $ 0.01 0.99 2,500,000 $ 0.53 4.52 2,500,000 $ 0.53 $ 1.00 1.99 1,560,194 1.50 0.64 1,560,194 1.50 $ 2.00 2.99 478,285 2.00 0.54 478,285 2.00 4,538,479 $ 1.02 2.77 4,538,479 $ 1.02 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Effective Income Tax Rate to U.S. Statutory Rate | For the years ended December 31, 2021 and 2020, a reconciliation of the effective income tax rate to the U.S. statutory rate is as follows: Schedule of Reconciliation of Effective Income Tax Rate to U.S. Statutory Rate December 31, 2021 December 31, 2020 Federal statutory tax rate (21 )% (21 )% State rate, net of federal benefit (5 )% (5 )% (26 )% (26 )% Effect of change in tax rate - % - % Valuation allowance 26 % 26 % Effective tax rate $ - $ - |
Schedule of Deferred Income Tax Assets | As of December 31, 2021 and 2020, significant components of the Company’s deferred tax assets and liabilities are as follows: Schedule of Deferred Income Tax Assets December 31, 2021 December 31, 2020 Deferred income tax asset: Net operating loss carryforwards $ 18,573 $ 15,641 Disqualified corporate interest expense 1,078 857 Stock-based compensation 1,764 1,260 Accounts receivable allowances 26 61 Inventory reserves 35 51 Operating lease liability 145 179 Reserve for asset impairment 58 58 Gross deferred tax assets 21,679 18,107 Valuation allowance (21,490 ) (17,903 ) Total deferred tax assets 189 203 Deferred tax liabilities: Operating lease right-of-use asset (189 ) (203 ) Deferred finance costs - - Total deferred tax liabilities (189 ) (203 ) Net deferred tax asset (liability) $ - $ - |
Operations and Liquidity (Detai
Operations and Liquidity (Details Narrative) - USD ($) | Mar. 10, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Net loss | $ 16,402,000 | $ 10,177,000 | ||
Net cash used in operating activities | 17,589,000 | 9,496,000 | ||
Cash | 49,000 | 595,000 | ||
Line of credit facility, current borrowing capacity | 109,000 | |||
Total stockholders' equity | 4,203,000 | $ 10,404,000 | $ 1,147,000 | |
Working capital | 2,981 | |||
Proceeds from issuance of private placement | $ 5,100,000 | |||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Private Placement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Common stock and warrants issued for purchase of common stock | 18,594,571 | |||
Common stock available for purchase | 9,297,289 |
Schedule of Estimated Useful Li
Schedule of Estimated Useful Lives of Property and Equipment and Related Depreciation (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Expected useful life of assets | 5 |
Minimum [Member] | Computer Hardware and Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Expected useful life of assets | 3 |
Maximum [Member] | Computer Hardware and Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Expected useful life of assets | 7 |
Schedule of Potentially Dilutiv
Schedule of Potentially Dilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 15,210,282 | 12,967,783 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 4,538,479 | 3,362,241 |
Common Stock Equivalent of Series A Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 37,644 | 37,644 |
Unvested Restricted Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 111,164 | 150,000 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 10,522,995 | 9,417,898 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)Segment | Dec. 31, 2020USD ($) | |
Product Information [Line Items] | ||
Accounts receivable, net of allowance | $ 215 | $ 234 |
Inventory write-down | 135 | 194 |
Asset impairment charges | 0 | 0 |
Impairment of Intangible Assets, Finite-lived | 0 | 0 |
Advertising costs | $ 1,418 | $ 1,518 |
Convertible ratio, description | The Series A Convertible Preferred Stock is convertible into Common shares at the rate of 1:4. | |
Number of Operating Segments | Segment | 1 | |
Maximum cash deposit guaranteed by FDIC | $ 250 | |
[custom:PercentageOfCoPackersProducts] | 100.00% | |
Revenue Benchmark [Member] | Product Concentration Risk [Member] | Christopher J. Reed [Member] | California Custom Beverage, LLC [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 100.00% | |
Customer One [Member] | Revenue Benchmark [Member] | Product Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 19.00% | 25.00% |
Customer One [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 18.00% | 23.00% |
Customer Two [Member] | Revenue Benchmark [Member] | Product Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 11.00% | 12.00% |
Vendor One [Member] | Revenue Benchmark [Member] | Product Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 13.00% | 12.00% |
Vendor One [Member] | Accounts Payable [Member] | Product Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 12.00% | |
Vendor Two [Member] | Revenue Benchmark [Member] | Product Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 10.00% | 11.00% |
Vendor Two [Member] | Accounts Payable [Member] | Product Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 10.00% | |
Customer [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | Maximum [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 10.00% |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials and packaging | $ 11,221 | $ 6,793 |
Finished products | 5,828 | 4,326 |
Total | $ 17,049 | $ 11,119 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 1,553 | $ 1,281 |
Accumulated depreciation and amortization | (561) | (361) |
Net book value | 992 | 920 |
Right-of-use Assets Under Operating Leases [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 724 | 724 |
Right-of-use Assets Under Finance Leases [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 54 | |
Computer Hardware and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 400 | 400 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 429 | $ 103 |
Schedule of Equipment Held for
Schedule of Equipment Held for Sale (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Abstract] | ||
Equipment held for sale | $ 163 | |
Reserve | (96) | |
Net book value | $ 67 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 143 | $ 88 |
Amortization of right-of-use assets | 100 | 116 |
Loss on disposal of equipment held for sale | 67 | |
Right-of-use Assets Under Finance Leases [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Net book value of disposed right-of-use assets under finance leases | 48 | 51 |
Accumulated amortization | 38 | |
Amount terminated related to finance leases | 13 | 51 |
Gain (loss) on disposition of assets | $ 6 | |
Computer Hardware and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Net book value of disposed right-of-use assets under finance leases | 244 | |
Amount terminated related to finance leases | $ 0 |
Summary of Intangible Assets (D
Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Brand names | $ 576 | $ 576 |
Trademarks | 48 | 39 |
Total | $ 624 | $ 615 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Impairment of intangible assets | $ 0 | $ 0 |
Intangible asset capitalized cost | $ 9 |
Schedule of Amount Outstanding
Schedule of Amount Outstanding Under Credit Facilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Line of Credit | $ 10,229 |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) - USD ($) $ in Thousands | Mar. 11, 2021 | Oct. 04, 2018 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||
Letter of credit | $ 1,500 | $ 66,234 | $ 50,975 | |
Line of credit description | On March 11, 2021, the Company entered into an amendment to the financing agreement, releasing that irrevocable standby letter of credit of $1,500 by Raptor with a $2,000 pledge of securities to Rosenthal by John J. Bello and Nancy E. Bello, as Co-Trustees of The John and Nancy Bello Revocable Living Trust. | |||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | 243 | |||
Prepaid expenses and other current assets | 1,491 | 1,341 | ||
Amortization of Debt Issuance Costs | 295 | |||
Annual fees | $ 130 | |||
Percentage of fees on borrowing capacity | 1.00% | |||
Line of credit | $ 2,000 | $ 13,000 | ||
Amortization of debt discount | 162 | 452 | ||
Remaining unamortized debt discount amount | 65 | |||
Prepaid Expenses and Other Current Assets [Member] | ||||
Debt Instrument [Line Items] | ||||
Unamortized debt discount | $ 162 | |||
John J. Bello [Member] | ||||
Debt Instrument [Line Items] | ||||
Amortization of Debt Issuance Costs | $ 397 | |||
John J. Bello [Member] | Beneficial Owner [Member] | ||||
Debt Instrument [Line Items] | ||||
Equity Method Investment, Ownership Percentage | 5.00% | |||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 400,000 | |||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | $ 472 | |||
Prepaid expenses and other current assets | 75 | |||
Financing Agreement [Member] | Rosenthal and Rosenthal, Inc. [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 13,000 | |||
[custom:LineOfCreditFacilityExcessOfPermittedBorrwingAmount-0] | $ 4,000 | |||
Line of Credit Facility, Remaining Borrowing Capacity | $ 109 | |||
Line of Credit Facility, Expiration Date | Mar. 30, 2023 | |||
Line of credit, interest rate | 4.75% | |||
Minimum monthly fees | $ 4 | |||
Financing Agreement [Member] | Rosenthal and Rosenthal, Inc. [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit, interest rate | 2.00% | |||
Financing Agreement [Member] | Rosenthal and Rosenthal, Inc. [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit, interest rate | 3.50% |
Note Payable (Details Narrative
Note Payable (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Apr. 20, 2020 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Note payable | $ 770 | ||
Gain on extinguishment of PPP note payable | $ 770 | ||
Paycheck Protection Program [Member] | City National Bank [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Aggregate amount | $ 770 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments Under Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases Liabilities | ||
2022 | $ 222 | |
2023 | 226 | |
2024 | 221 | |
2025 | ||
2026 | ||
Total payments | 669 | |
Less: Amount representing interest | (114) | |
Present value of net minimum lease payments | 555 | |
Less: Current portion | (161) | $ (130) |
Non-current portion | $ 394 | $ 555 |
Leases Liabilities (Details Nar
Leases Liabilities (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lease term of contract | 12 months | |
Lease cost | $ 179 | $ 181 |
Lease liabilities | 555 | 685 |
Finance leases liability | 16 | |
Operating leases liability | 555 | |
Finance lease terminated | 13 | |
Payments of finance lease liability | $ 2 | |
Weighted average remaining lease term for operating lease | 3 years | |
Weighted average discount rate for operating lease | 12.60% | |
Operating Lease Liability [Member] | ||
Operating leases liability | $ 78 | $ 669 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
May 31, 2021 | Nov. 30, 2020 | Apr. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 30, 2021 | Dec. 21, 2020 | Jun. 30, 2008 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Preferred stock par value | $ 10 | $ 10 | ||||||
Percentage of noncumulative preferred stock | 5.00% | |||||||
Preferred stock, liquidation preference per share | $ 10 | |||||||
Preferred stock, shares authorized | 500,000 | 500,000 | ||||||
Preferred stock, shares outstanding | 9,411 | 9,411 | ||||||
Dividends payable rate | 5.00% | |||||||
Number of common shares issued for preferred stock dividend | 4,530 | |||||||
Preferred share,dividend per share | $ 5 | |||||||
Dividends on preferred stock | $ 5 | |||||||
Conversion of preferred stock to common stock | 0 | 0 | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||||
Common Stock, Shares Authorized | 180,000,000 | 120,000,000 | ||||||
Common Stock, Shares, Outstanding | 93,733,975 | 86,317,096 | ||||||
Number of stock repurchased, shares | 13,493 | |||||||
Number of stock repurchased, value | $ 15 | |||||||
Public Offering [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Common stock price per share | $ 1.18 | $ 0.56 | $ 0.375 | |||||
Number of shares issued | 6,680,000 | 21,562,500 | 15,333,334 | |||||
Proceeds from offering | $ 7,327 | $ 11,254 | $ 5,310 | |||||
Minimum [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Common Stock, Shares Authorized | 120,000,000 | 100,000,000 | ||||||
Maximum [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Common Stock, Shares Authorized | 180,000,000 | 120,000,000 | ||||||
Common Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Common stock price per share | $ 10 | |||||||
Number of shares issued | 6,680,000 | 36,895,834 | ||||||
Preferred Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Common stock price per share | $ 10 |
Summary of Non-vested Restricte
Summary of Non-vested Restricted Stock Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested Shares, Vested | (1,693,441) | |
Fair Value, Vested | $ 2,412 | |
Unvested Shares, Issued | 10,522,995 | |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested Shares, beginning balance | 150,000 | |
Issuable Shares, beginning balance | ||
Fair Value Unvested, beginning balance | $ 92,000 | |
Weighted Average Grant Date Fair Value, Unvested, beginning balance | $ 0.89 | |
Unvested Shares, Granted | 245,900 | 594,740 |
Issuable Shares, Granted | ||
Fair Value, Granted | $ 226,000 | $ 508,000 |
Weighted Average Grant Date Fair Value, Granted | $ 0.92 | $ 0.85 |
Unvested Shares, Vested | (282,727) | (444,740) |
Issuable Shares, Vested | 282,727 | 444,740 |
Fair Value, Vested | ||
Weighted Average Grant Date Fair Value, Vested | ||
Unvested Shares, Forfeited | (2,009) | |
Issuable Shares, Forfeited | ||
Fair Value, Forfeited | ||
Weighted Average Grant Date Fair Value, Forfeited | $ 0.89 | |
Unvested Shares, Issued | ||
Issuable Shares, Issued | (282,727) | (444,740) |
Fair Value, Issued | $ (264,000) | $ (416,000) |
Weighted Average Grant Date Fair Value, Issued | ||
Unvested Shares, ending balance | 111,164 | 150,000 |
Issuable Shares, ending balance | ||
Fair Value, Unvested, ending balance | $ 54,000 | $ 92,000 |
Weighted Average Grant Date Fair Value, Unvested, ending balance | $ 0.89 | $ 0.89 |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Offsetting Assets [Line Items] | ||
Shares, Granted | 10,522,995 | |
Shares, Exercised | (63,000) | |
Equity Option [Member] | ||
Offsetting Assets [Line Items] | ||
Shares Outstanding, Beginning balance | 9,417,898 | 3,265,630 |
Weighted-Average Exercise Price, Outstanding, Ending | $ 1.19 | $ 2.19 |
Weighted-Average Remaining Contractual Terms (Years), Outstanding Beginning | 8 years 6 months 18 days | 7 years 1 month 2 days |
Aggregate Intrinsic Value, Shares Outstanding, Begining | $ 78 | $ 6 |
Shares, Granted | 3,386,882 | 6,893,752 |
Weighted-Average Exercise Price, Granted | $ 1.05 | $ 0.87 |
Shares, Exercised | (63,000) | (37,500) |
Weighted-Average Exercise Price, Exercised | $ 0.50 | $ 0.50 |
Shares, Unvested forfeited or expired | (2,052,954) | (515,941) |
Weighted-Average Exercise Price, Unvested forfeited or expired | $ 1.22 | $ 2.10 |
Shares, Vested forfeited or expired | (165,831) | (188,043) |
Weighted-Average Exercise Price, Vested forfeited or expired | $ 2.83 | $ 4.20 |
Shares Outstanding, Ending Balance | 10,522,995 | 9,417,898 |
Weighted-Average Exercise Price, Outstanding, Ending | $ 1.12 | $ 1.19 |
Weighted-Average Remaining Contractual Terms (Years), Outstanding Ending | 7 years 10 months 17 days | |
Aggregate Intrinsic Value, Shares Outstanding, Ending | $ 78 | |
Shares Exercisable | 3,671,949 | |
Weighted-Average Exercise Price, Exercisable Ending Balance | $ 1.24 | |
Weighted-Average Remaining Contractual Terms (Years), Exercisable Ending Balance | 6 years 4 months 24 days | |
Aggregate Intrinsic Value, Shares Exercisable Ending Balance |
Schedule of Information Regardi
Schedule of Information Regarding Stock Options (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Price, Lower Limit | $ 0.98 |
Range of Exercise Price, Upper limit | $ 1.18 |
Number of Shares Outstanding | shares | 10,522,995 |
Weighted Average Exercise Price | $ 1.12 |
Weighted Average Remaining Contractual Life (years) | 7 years 10 months 17 days |
Number of Shares Exercisable | shares | 3,671,949 |
Weighted Average Exercise Price | $ 1.12 |
Exercise Price One [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Price, Lower Limit | 0.50 |
Range of Exercise Price, Upper limit | $ 0.88 |
Number of Shares Outstanding | shares | 1,749,336 |
Weighted Average Exercise Price | $ 0.66 |
Weighted Average Remaining Contractual Life (years) | 8 years 2 months 4 days |
Number of Shares Exercisable | shares | 1,022,824 |
Weighted Average Exercise Price | $ 0.57 |
Exercise Price Two [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Price, Lower Limit | 0.89 |
Range of Exercise Price, Upper limit | $ 1.34 |
Number of Shares Outstanding | shares | 6,718,000 |
Weighted Average Exercise Price | $ 0.99 |
Weighted Average Remaining Contractual Life (years) | 8 years 9 months 3 days |
Number of Shares Exercisable | shares | 1,145,591 |
Weighted Average Exercise Price | $ 0.95 |
Exercise Price Three [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Price, Lower Limit | 1.60 |
Range of Exercise Price, Upper limit | $ 2.40 |
Number of Shares Outstanding | shares | 1,609,753 |
Weighted Average Exercise Price | $ 1.73 |
Weighted Average Remaining Contractual Life (years) | 4 years 5 months 4 days |
Number of Shares Exercisable | shares | 1,222,878 |
Weighted Average Exercise Price | $ 1.72 |
Exercise Price Four [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Price, Lower Limit | 2.44 |
Range of Exercise Price, Upper limit | $ 3.66 |
Number of Shares Outstanding | shares | 415,906 |
Weighted Average Exercise Price | $ 2.71 |
Weighted Average Remaining Contractual Life (years) | 6 years 2 months 23 days |
Number of Shares Exercisable | shares | 250,656 |
Weighted Average Exercise Price | $ 2.82 |
Exercise Price Five [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Price, Lower Limit | 3.74 |
Range of Exercise Price, Upper limit | $ 5.61 |
Number of Shares Outstanding | shares | 30,000 |
Weighted Average Exercise Price | $ 3.74 |
Weighted Average Remaining Contractual Life (years) | 9 months |
Number of Shares Exercisable | shares | 30,000 |
Weighted Average Exercise Price | $ 3.74 |
Share-Based Payments (Details N
Share-Based Payments (Details Narrative) - USD ($) | Mar. 11, 2021 | Dec. 21, 2020 | Dec. 13, 2018 | Sep. 29, 2017 | Nov. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 21, 2021 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock option description | The exercise price of an option granted under the plan cannot be less than 100% of the fair market value per share of common stock on the date of the grant of the option. Options may not be granted under the plan on or after the tenth anniversary of the adoption of the plan. Incentive stock options granted to a person owning more than 10% of the combined voting power of the common stock cannot be exercisable for more than five years | ||||||||
Number of restricted shares issued | 400,000 | ||||||||
Fair value of stock award | $ 226,000 | ||||||||
Per share weighted average price | $ 0.92 | ||||||||
Value of restricted shares issued | $ 243,000 | ||||||||
Number of option issued | 10,522,995 | ||||||||
Proceed from stock option exercised | $ 32,000 | $ 19,000 | |||||||
Number of common shares issued | 63,000 | ||||||||
Number of stock option shares vested | 1,693,441 | ||||||||
Stock options exercisable price, lower range | $ 0.98 | ||||||||
Stock options exercisable price, upper range | $ 1.18 | ||||||||
Expiration years | 10 years | ||||||||
Options grant date | $ 2,412 | ||||||||
Stock price | $ 1.05 | ||||||||
Expected term | 6 years | ||||||||
Volatility | 79.00% | ||||||||
Dividend rate | 0.00% | ||||||||
Risk-free interest rate | 0.98% | ||||||||
Fair value options amortized | $ 3,561,000 | ||||||||
Restricted Stock [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares vested immediately | 61,475 | 350,000 | |||||||
Number of shares to be vested during period | 94,740 | ||||||||
Number of shares to be vested | 75,000 | ||||||||
Value of restricted shares issued | $ 508,000 | ||||||||
Market price per share | $ 0.92 | $ 0.85 | |||||||
Number of restricted shares, value | $ 243,000 | $ 416,000 | |||||||
Aggregate value of unvested compensation | $ 54,000 | ||||||||
Number of option issued | |||||||||
Number of stock option shares vested | 282,727 | 444,740 | |||||||
Options grant date | |||||||||
Restricted Stock [Member] | Minimum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Market price per share | $ 0.81 | ||||||||
Restricted Stock [Member] | Maximum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Market price per share | $ 0.95 | ||||||||
Restricted Stock [Member] | Two Months from the Date of Grant [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of options vested | 47,370 | ||||||||
Restricted Stock [Member] | Four Years from the Date of Grant [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of options vested | 18,750 | ||||||||
Share-based Payment Arrangement, Option [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares vested immediately | 3,279,376 | ||||||||
Number of options vested | 3,279,376 | ||||||||
Aggregate value of unvested compensation | $ 2,833,000 | ||||||||
Stock price | $ 0.36 | ||||||||
Fair value of vested stock option | $ 1,684,000 | $ 1,176,000 | |||||||
Five Non-employee Directors [Member] | Restricted Stock [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of restricted shares issued | 245,900 | ||||||||
Director and Two Executive Employees [Member] | Restricted Stock [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of restricted shares issued | 594,740 | ||||||||
Board of Directors [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of stock option shares vested | 1,693,441 | ||||||||
Board of Directors [Member] | Restricted Stock [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares to be vested | 75,000 | ||||||||
Vesting period | 4 years | ||||||||
Employees [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of option issued | 6,558,752 | ||||||||
Consultants Board Members and Former Employees [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of option issued | 335,000 | ||||||||
2017 Compensation Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares issued for compensation | 3,500,000 | 3,000,000 | |||||||
Shares issuable for compensation | 1,168,258 | 3,436,864 | |||||||
2020 Compensation Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares issued for compensation | 8,500,000 | ||||||||
Shares issuable for compensation | 3,874,048 | ||||||||
2020 Equity Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock issued during period shares employee benefit plan | 3,386,882 | ||||||||
2020 Equity Incentive Plan [Member] | Employees [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 4 years | ||||||||
Stock issued during period shares employee benefit plan | 3,386,882 | ||||||||
2020 Incentive Compensation Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of options to be issued | 4,625,952 | ||||||||
2017 Incentive Compensation Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 2 years 8 months 1 day | ||||||||
Expected term | 5 years 10 months 28 days | ||||||||
Dividend rate | 0.00% | ||||||||
Risk-free interest rate | 0.48% | ||||||||
Number of options to be issued | 2,267,800 | ||||||||
Stock price | $ 0.87 | ||||||||
Stock options expiration period | 10 years | ||||||||
Fair value of options granted | $ 3,561,000 | ||||||||
2017 Incentive Compensation Plan [Member] | Minimum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock price | $ 0.87 | ||||||||
Weighted average volatility | 76.00% |
Schedule of Warrant Activity (D
Schedule of Warrant Activity (Details) - Warrant [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares Outstanding, Beginning Balance | 3,362,241 | 6,413,782 |
Weighted-Average Exercise Price, Outstanding Beginning Balance | $ 1.56 | $ 2.06 |
Weighted-Average Remaining Contractual Terms (Years), Outstanding Beginning Balance | 2 years 5 months 26 days | 1 year 6 months 7 days |
Aggregate Intrinsic Value Shares Outstanding Beginning | ||
Shares, Granted | 1,500,000 | 1,000,000 |
Weighted-Average Exercise Price, Granted | $ 0.46 | $ 0.64 |
Shares, Exercised | ||
Weighted-Average Exercise Price, Exercised | ||
Shares, Forfeited or expired | (323,762) | (4,051,541) |
Weighted-Average Exercise Price, Forfeited or expired | $ 4.04 | $ 2.03 |
Shares Outstanding, Ending Balance | 4,538,479 | 3,362,241 |
Weighted-Average Exercise Price, Outstanding Ending Balance | $ 1.02 | $ 1.56 |
Weighted-Average Remaining Contractual Terms (Years), Outstanding Ending Balance | 2 years 9 months 7 days | |
Aggregate Intrinsic Value Shares Outstanding Ending | ||
Shares Exercisable, Ending Balance | 4,538,479 | |
Weighted-Average Exercise Price, Exercisable Ending Balance | $ 1.02 | |
Weighted-Average Remaining Contractual Terms (Years), Exercisable Ending Balance | 2 years 9 months 7 days | |
Aggregate Intrinsic Value Shares Exercisable |
Schedule of Warrants Outstandin
Schedule of Warrants Outstanding and Exercisable (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Price, Lower Limit | $ 0.98 |
Range of Exercise Price, Upper limit | $ 1.18 |
Number of Shares Outstanding | shares | 10,522,995 |
Weighted Average Exercise Price | $ 1.12 |
Weighted Average Remaining Contractual Life (years) | 7 years 10 months 17 days |
Number of Shares Exercisable | shares | 3,671,949 |
Weighted Average Exercise Price | $ 1.12 |
Warrant [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Shares Outstanding | shares | 4,538,479 |
Weighted Average Exercise Price | $ 1.02 |
Weighted Average Remaining Contractual Life (years) | 2 years 9 months 7 days |
Number of Shares Exercisable | shares | 4,538,479 |
Weighted Average Exercise Price | $ 1.02 |
Exercise Price One [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Price, Lower Limit | 0.50 |
Range of Exercise Price, Upper limit | $ 0.88 |
Number of Shares Outstanding | shares | 1,749,336 |
Weighted Average Exercise Price | $ 0.66 |
Weighted Average Remaining Contractual Life (years) | 8 years 2 months 4 days |
Number of Shares Exercisable | shares | 1,022,824 |
Weighted Average Exercise Price | $ 0.57 |
Exercise Price One [Member] | Warrant [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Price, Lower Limit | 0.01 |
Range of Exercise Price, Upper limit | $ 0.99 |
Number of Shares Outstanding | shares | 2,500,000 |
Weighted Average Exercise Price | $ 0.53 |
Weighted Average Remaining Contractual Life (years) | 4 years 6 months 7 days |
Number of Shares Exercisable | shares | 2,500,000 |
Weighted Average Exercise Price | $ 0.53 |
Exercise Price Two [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Price, Lower Limit | 0.89 |
Range of Exercise Price, Upper limit | $ 1.34 |
Number of Shares Outstanding | shares | 6,718,000 |
Weighted Average Exercise Price | $ 0.99 |
Weighted Average Remaining Contractual Life (years) | 8 years 9 months 3 days |
Number of Shares Exercisable | shares | 1,145,591 |
Weighted Average Exercise Price | $ 0.95 |
Exercise Price Two [Member] | Warrant [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Price, Lower Limit | 1 |
Range of Exercise Price, Upper limit | $ 1.99 |
Number of Shares Outstanding | shares | 1,560,194 |
Weighted Average Exercise Price | $ 1.50 |
Weighted Average Remaining Contractual Life (years) | 7 months 20 days |
Number of Shares Exercisable | shares | 1,560,194 |
Weighted Average Exercise Price | $ 1.50 |
Exercise Price Three [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Price, Lower Limit | 1.60 |
Range of Exercise Price, Upper limit | $ 2.40 |
Number of Shares Outstanding | shares | 1,609,753 |
Weighted Average Exercise Price | $ 1.73 |
Weighted Average Remaining Contractual Life (years) | 4 years 5 months 4 days |
Number of Shares Exercisable | shares | 1,222,878 |
Weighted Average Exercise Price | $ 1.72 |
Exercise Price Three [Member] | Warrant [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Price, Lower Limit | 2 |
Range of Exercise Price, Upper limit | $ 2.99 |
Number of Shares Outstanding | shares | 478,285 |
Weighted Average Exercise Price | $ 2 |
Weighted Average Remaining Contractual Life (years) | 6 months 14 days |
Number of Shares Exercisable | shares | 478,285 |
Weighted Average Exercise Price | $ 2 |
Stock Warrants (Details Narrati
Stock Warrants (Details Narrative) $ / shares in Units, $ in Thousands | Dec. 11, 2020USD ($)$ / sharesshares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | Nov. 24, 2021$ / sharesshares |
Fair value of warrant recorded to prepaid expenses | $ 458 | |||
Amortization of prepaid financing costs | 295 | |||
Prepaid financing costs | 310 | |||
Fair value warrant | $ (8) | |||
Modification of warrants | shares | 4,051,541 | |||
Interest Expense [Member] | ||||
Amortization of prepaid financing costs | $ 148 | |||
Satisfaction Settlement and Release Agreement [Member] | Raptor Note [Member] | ||||
Warrant term | 5 years | |||
Warrant issued | shares | 1,000,000 | |||
Exercise price | $ / shares | $ 0.64 | |||
Fair value warrant | $ 402 | |||
Satisfaction Settlement and Release Agreement [Member] | Measurement Input, Share Price [Member] | Raptor Note [Member] | ||||
Fair value assumption | 0.64 | |||
Satisfaction Settlement and Release Agreement [Member] | Measurement Input, Exercise Price [Member] | Raptor Note [Member] | ||||
Fair value assumption | 0.64 | |||
Satisfaction Settlement and Release Agreement [Member] | Measurement Input, Expected Term [Member] | Raptor Note [Member] | ||||
Warrant term | 5 years | |||
Satisfaction Settlement and Release Agreement [Member] | Measurement Input, Price Volatility [Member] | Raptor Note [Member] | ||||
Fair value assumption | 79 | |||
Satisfaction Settlement and Release Agreement [Member] | Measurement Input, Expected Dividend Rate [Member] | Raptor Note [Member] | ||||
Fair value assumption | 0 | |||
Satisfaction Settlement and Release Agreement [Member] | Measurement Input, Discount Rate [Member] | Raptor Note [Member] | ||||
Fair value assumption | 0.51 | |||
Satisfaction Settlement and Release Agreement [Member] | John Bello [Member] | ||||
Warrant term | 5 years | |||
Warrant issued | shares | 1,500,000 | |||
Exercise price | $ / shares | $ 0.46 | |||
Satisfaction Settlement and Release Agreement [Member] | John Bello [Member] | Measurement Input, Share Price [Member] | ||||
Fair value assumption | 0.46 | |||
Satisfaction Settlement and Release Agreement [Member] | John Bello [Member] | Measurement Input, Exercise Price [Member] | ||||
Fair value assumption | 0.44 | |||
Satisfaction Settlement and Release Agreement [Member] | John Bello [Member] | Measurement Input, Expected Term [Member] | ||||
Warrant term | 5 years | |||
Satisfaction Settlement and Release Agreement [Member] | John Bello [Member] | Measurement Input, Price Volatility [Member] | ||||
Fair value assumption | 84.7 | |||
Satisfaction Settlement and Release Agreement [Member] | John Bello [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||
Fair value assumption | 0 | |||
Satisfaction Settlement and Release Agreement [Member] | John Bello [Member] | Measurement Input, Discount Rate [Member] | ||||
Fair value assumption | 0.77 | |||
Stock Warrants [Member] | ||||
Warrant to purchase common stock | shares | 4,538,479 |
Schedule of Reconciliation of E
Schedule of Reconciliation of Effective Income Tax Rate to U.S. Statutory Rate (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory tax rate | (21.00%) | (21.00%) |
State rate, net of federal benefit | (5.00%) | (5.00%) |
Federal and State tax rate | (26.00%) | (26.00%) |
Effect of change in tax rate | ||
Valuation allowance | 26.00% | 26.00% |
Effective tax rate |
Schedule of Deferred Income Tax
Schedule of Deferred Income Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 18,573 | $ 15,641 |
Disqualified corporate interest expense | 1,078 | 857 |
Stock-based compensation | 1,764 | 1,260 |
Accounts receivable allowances | 26 | 61 |
Inventory reserves | 35 | 51 |
Operating lease liability | 145 | 179 |
Reserve for asset impairment | 58 | 58 |
Gross deferred tax assets | 21,679 | 18,107 |
Valuation allowance | (21,490) | (17,903) |
Total deferred tax assets | 189 | 203 |
Operating lease right-of-use asset | (189) | (203) |
Deferred finance costs | ||
Total deferred tax liabilities | (189) | (203) |
Net deferred tax asset (liability) |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | ||||
Federal net operating loss carryforwards | $ 63,000 | $ 66,000 | ||
State net operating loss carryforwards | $ 36,000 | 42,000 | ||
Federal carryforward loss expiration year | 2038 | |||
Operating loss carryforwards, limitations on use | offset 80% of taxable income in future years | |||
Domestic Tax Authority [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | $ 19,000 | $ 19,000 | $ 19,000 | $ 44,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ in Thousands | Nov. 24, 2021 | Mar. 11, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | ||||||
Value of common stock paced | $ 7,327 | $ 16,564 | ||||
Royalty expense | 179 | |||||
Account payble | 614 | 557 | ||||
Long-term Line of Credit | $ 2,000 | 13,000 | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 400,000 | |||||
Raptor Note [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Long-term Line of Credit | $ 1,500 | |||||
Royalty [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue | 72 | 98 | ||||
Chris Reed [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Deposit of security with lessor | $ 800 | |||||
Number of common stock value placed | 363,000 | |||||
Value of common stock paced | $ 131 | |||||
Chris Reed [Member] | California Custom Beverage, LLC [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Deposit of security with lessor | $ 1,200 | |||||
Royalty percentage | 5.00% | |||||
Referral fee percentage | 5.00% | |||||
Royalty revenue receivable | 933 | 682 | ||||
Daniel J Doherty 2002 Family Trust [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Long-term Line of Credit | 1,500 | |||||
John J. Bello [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from related party debt | $ 2,500,000 | |||||
Lindsay Martin [Member] | Vice President [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Amount paid for service | $ 181 | $ 215 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 28, 2022 | Mar. 28, 2022 | Mar. 11, 2022 | Mar. 11, 2022 | Mar. 10, 2022 | Dec. 31, 2021 | Mar. 11, 2021 |
Subsequent Event [Line Items] | |||||||
Proceeds from issuance of private placement | $ 5,100,000 | ||||||
Long-term Line of Credit | $ 13,000,000 | $ 2,000,000 | |||||
Alterna Capital Solutions [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Instrument, Term | 3 years | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 13,000 | $ 13,000 | |||||
[custom:PercentageOfLineOfCreditInventoryCollateral-0] | 100.00% | 100.00% | |||||
Line of Credit Facility, Maximum Amount Outstanding During Period | $ 400 | ||||||
Line of Credit Facility, Interest Rate Description | Borrowings under the ACS financing agreement bear interest of prime plus 4.75% but not less than 8.0% on receivables. Borrowings based on inventory bear an interest of prime plus 5.25% but not less than 8.5%. The additional overadvance rider bears a rate of prime plus 12.75%, but not less than 16.00%. Additionally, the line of credit is subject to monthly monitoring fee of $1 with a minimum usage requirement on the credit facility. | ||||||
Long-term Line of Credit | $ 1,500,000 | $ 1,500,000 | |||||
[custom:LineOfCreditMonitoringFee-0] | $ 1,000 | 1,000 | |||||
[custom:AmortizationOfLineOfCreditPeriod] | 3 years | ||||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Direct Operating Costs | $ 503 | ||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
[custom:PercentageOfBeneficialOwnerCommonStock-0] | 14.60% | 14.60% | |||||
Subsequent Event [Member] | Private Placement [Member] | Common Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common stock and warrants issued for purchase of common stock | 10,714,286 | ||||||
Common stock available for purchase | 5,357,143 | 5,357,143 | |||||
Stock Issued During Period, Value, Conversion of Units | $ 3,000 | ||||||
[custom:PercentageOfBeneficialOwnerCommonStock-0] | 7.79% | 7.79% | |||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Private Placement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common stock and warrants issued for purchase of common stock | 18,594,571 | ||||||
Common stock available for purchase | 9,297,289 | ||||||
Warrants exercise price | $ 0.2877 | ||||||
Warrants term | 5 years | ||||||
Common stock and warrant purchase price per share | $ 0.28 | ||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Private Placement [Member] | Officer And Directors [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common stock and warrant purchase price per share | $ 0.3502 | ||||||
Proceeds from issuance of private placement | $ 5,100,000 | ||||||
Value of securities purchased | $ 1,100,000 |