Reed's (REED) 10-Q 20 May 24 2024 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 10, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
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
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 Common Stock, Shares Outstanding		4,187,291

Condensed Balance Sheets

Condensed Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash	$ 314	$ 603
Accounts receivable, net of allowance of $258 and $860, respectively	3,251	3,571
Inventory	12,017	11,300
Prepaid expenses and other current assets	2,332	2,028
Total current assets	18,178	17,761
Property and equipment, net of accumulated depreciation of $1,136 and $1,068, respectively	441	493
Intangible assets	631	629
Total assets	19,250	18,883
Current liabilities:
Accounts payable	8,484	9,133
Accrued expenses	872	1,096
Revolving line of credit, net of capitalized financing costs of $161 and $201, respectively	7,844	9,758
Current portion of convertible notes payable, net of debt discount of $509 and $424, respectively	7,339	6,737
Current portion of lease liabilities	155	207
Total current liabilities	25,025	27,190
SAFE agreements	4,097
Convertible note payable, net of debt discount of $45 and $148, respectively, less current portion	10,853	10,874
Total liabilities	39,975	38,064
Stockholders’ deficit:
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 shares authorized; 4,187,291 and 4,187,291 shares issued and outstanding, respectively
Additional paid in capital	119,581	119,452
Accumulated deficit	(140,400)	(138,727)
Total stockholders’ deficit	(20,725)	(19,181)
Total liabilities and stockholders’ deficit	19,250	18,883
Related Party [Member]
Current assets:
Receivable from former related party	264	259
Current liabilities:
Payable to former related party	$ 331	$ 259

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Accounts receivable, net of allowance	$ 258	$ 860
Property and equipment, accumulated depreciation	1,136	1,068
Capitalized financing costs	161	201
Debt discount current	509	424
Debt discount, noncurrent	$ 45	$ 148
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 value	$ 0.0001	$ 0.0001
Common stock, shares authorized	180,000,000	180,000,000
Common stock, shares issued	4,187,291	4,187,291
Common stock, shares outstanding	4,187,291	4,187,291

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Net Sales	$ 9,595	$ 11,157
Cost of goods sold	6,182	8,459
Gross profit	3,413	2,698
Operating expenses:
Delivery and handling expense	1,502	2,120
Selling and marketing expense	1,093	1,447
General and administrative expense	1,468	1,709
Total operating expenses	4,063	5,276
Loss from operations	(650)	(2,578)
Interest expense	(1,023)	(1,779)
Net loss	$ (1,673)	$ (4,357)
Net loss per share - basic	$ (0.40)	$ (1.70)
Net loss per share - diluted	$ (0.40)	$ (1.70)
Weighted average number of shares outstanding - basic	4,187,291	2,559,855
Weighted average number of shares outstanding - diluted	4,187,291	2,559,855

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands	Common Stock [Member]	Preferred Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2022		$ 94	$ 114,635	$ (123,199)	$ (8,470)
Balance, shares at Dec. 31, 2022	2,519,485	9,411
Fair value of vested options			229		229
Net loss				(4,357)	(4,357)
Fair value of vested restricted shares granted to officers			4		4
Fair value of vested restricted shares granted to officers, shares	750
Repurchase of common stock			(1)		(1)
Repurchase of common stock, shares	(274)
Common shares issued for financing costs			273		273
Common shares issued for financing costs, shares	82,438
Balance at Mar. 31, 2023		$ 94	115,140	(127,556)	(12,322)
Balance, shares at Mar. 31, 2023	2,602,399	9,411
Balance at Dec. 31, 2023		$ 94	119,452	(138,727)	(19,181)
Balance, shares at Dec. 31, 2023	4,187,291	9,411
Fair value of vested options			129		129
Stock Issued During Period, Value, New Issues
Net loss				(1,673)	(1,673)
Balance at Mar. 31, 2024		$ 94	$ 119,581	$ (140,400)	$ (20,725)
Balance, shares at Mar. 31, 2024	4,187,291	9,411

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net loss	$ (1,673)	$ (4,357)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation	29	47
Amortization of debt discount	144	281
Fair value of vested options	129	229
Fair value of vested restricted shares granted to officers		4
Change in allowance for doubtful accounts	(601)	(39)
Inventory write-downs	(783)	(228)
Accrued interest	564	1,113
Changes in operating assets and liabilities:
Accounts receivable	922	1,044
Inventory	66	1,102
Prepaid expenses and other assets	(1,305)	338
Decrease in right of use assets	39	32
Accounts payable	351	1,360
Accrued expenses	(225)	235
Lease liabilities	(52)	(44)
Net cash provided by (used in) operating activities	(2,395)	1,117
Cash flows from investing activities:
Trademark costs	(2)
Purchase of property and equipment	(16)
Net cash used in investing activities	(18)
Cash flows from financing activities:
Proceeds from line of credit	8,285	8,699
Payments on line of credit	(10,239)	(12,120)
Proceeds from convertible note payable, net of expenses		2,405
Proceeds from SAFE agreement	4,097
Payment of cost recorded as debt discount	(86)
Repurchase of common stock		(1)
Amounts from former related party, net	67	(166)
Net cash provided by (used in) financing activities	2,124	(1,183)
Net increase (decrease) in cash	(289)	(66)
Cash at beginning of period	603	533
Cash at end of period	314	467
Supplemental disclosures of cash flow information:
Cash paid for interest	318	390
Non-cash investing and financing activities:
Reclass of prepaid expenses and accounts payable	$ 1,000	$ 0

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	1. Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed financial statements of Reed’s, Inc. (the “Company”, “we”, “us”, or “our”), have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. We believe that the disclosures contained in these condensed financial statements are adequate to make the information presented herein not misleading. These condensed financial statements should be read in conjunction with the financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 1, 2024. The accompanying condensed financial statements are unaudited, but in the opinion of management contain all adjustments, including normal recurring adjustments, necessary to present fairly the Company’s financial position as of March 31, 2024, and the results of its operations and its cash flows for the three months ended March 31, 2024 and 2023. The balance sheet as of December 31, 2023 is derived from the Company’s audited financial statements. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2024. Liquidity For the three months ended March 31, 2024, the Company recorded a net loss of $1,673 and used cash in operations of $2,395. In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern 314 4,100 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, strategic transactions 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. Recent Trends - Market Conditions Although the U.S. economy continued to grow throughout 2023 and into Q1 2024, the higher inflation, the actions by the Federal Reserve to address inflation, and rising energy prices create uncertainty about the future economic environment which will continue to evolve and may impact our business in future periods. We have experienced supply chain challenges, including increased lead times, as well as inflation of raw materials, logistics and labor costs due to availability constraints and high demand. Although we regularly monitor companies in our supply chain, and use alternative suppliers when necessary and available, supply chain constraints could cause a disruption in our ability to obtain raw materials required to manufacture our products and adversely affect our operations. During the three months ended March 31, 2024, the Company experienced moderation from the elevated freight costs experienced in 2023. The average cost of shipping and handling for the three months ended March 31, 2024, was $ 3.01 3.46 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 credit loss reserves for accounts receivable, 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 the determination of the Company’s liquidity. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers The Company does not allow for returns, except for damaged products when the damage occurred pre-fulfilment. Damaged product returns have historically been insignificant. Because of this, the stand-alone nature of our products, and our assessment of performance obligations and transaction pricing for our sales contracts, we do not currently maintain a contract asset or liability balance for obligations. We assess our contracts and the reasonableness of our conclusions on a quarterly basis. Loss per Common Share Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the year, excluding shares of unvested restricted common stock. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. 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. Shares of restricted stock are included in the diluted weighted average number of common shares outstanding from the date they are granted. Potential common shares are excluded from the computation when their effect is antidilutive. For the periods ended March 31, 2024 and 2023, 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 March 31, March 31, Warrants 549,292 235,946 Options 141,869 174,460 Convertible note payable 1,557,066 1,257,491 Unvested restricted common stock - 710 Common stock equivalent of Series A Convertible Preferred stock 753 753 Total 2,248,980 1,669,360 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. Advertising Costs Advertising costs are expensed as incurred and are included in selling and marketing expense. Advertising costs aggregated $ 17 55 Concentrations Net sales. 17 16 18 12 Accounts receivable. 29 24 15 11 The Company utilizes co-packers to produce 100% of its products. Purchases from vendors. 10 11 Accounts payable. 11 10 10 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. ASC 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. Reclassifications Certain prior year amounts have been reclassified for consistency with the current period presentation. Collection from customers amounting to $ 1,217 Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure Segment Reporting In September 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations Other recent accounting pronouncements and guidance 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	3 Months Ended
	Mar. 31, 2024
Inventory Disclosure [Abstract]
Inventory	2. Inventory Inventory is valued at the lower of cost (first-in, first-out) or net realizable value, net of write downs, and is comprised of the following (in thousands): Schedule of Inventory March 31, December 31, Raw materials and packaging $ 6,766 $ 6,445 Finished products 5,251 4,855 Total $ 12,017 $ 11,300

Property and Equipment

Property and Equipment	3 Months Ended
	Mar. 31, 2024
Property, Plant and Equipment [Abstract]
Property and Equipment	3. Property and Equipment Property and equipment are comprised of the following (in thousands): Schedule of Property and Equipment March 31, December 31, Right-of-use assets under operating leases $ 724 $ 724 Computer hardware and software 400 400 Machinery and equipment 352 352 Construction in progress 101 85 Total cost 1,577 1,561 Accumulated depreciation and amortization (1,136 ) (1,068 ) Net book value $ 441 $ 493 Depreciation expense for the three months ended March 31, 2024 and 2023 was $ 29 and $ 47 , respectively, and amortization of right-of-use assets for the three months ended March 31, 2024 and 2023 was $ 39 and $ 32 , respectively.

Intangible Assets

Intangible Assets	3 Months Ended
	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	4. Intangible Assets Intangible assets consist of the following (in thousands): Summary of Intangible Assets March 31, December 31, Brand names $ 576 $ 576 Trademarks 55 53 Total $ 631 $ 629

Line of Credit

Line of Credit	3 Months Ended
	Mar. 31, 2024
Line Of Credit
Line of Credit	5. Line of Credit The Company’s credit facility consisted of the following (in thousands): Schedule of Amount Outstanding Under Credit Facilities March 31, December 31, Line of credit – Alterna Capital Solutions $ 8,005 $ 9,959 Less: capitalized financing costs (161 ) (201 ) Total $ 7,844 $ 9,758 In March, 2022, the Company entered into a financing agreement for a line of credit with Alterna Capital Solutions (“ACS”) The ACS line of credit is for a term of 3 years, provides for borrowings of up to $ 13,000 , and is secured by eligible accounts receivable and inventory, and are subject to a collateral sharing agreement with Whitebox, another secured lender (see Note 6). An over advance rider provides for up to $ 400 of additional borrowing above the collateralized base (the “Over Advance”) up to a total borrowing of $ 13,000 . As of March 31, 2024, there was no remaining availability under the line of credit, and $ 4,995 of borrowing capacity available. Borrowings based on receivables bears an interest of prime plus 4.75% but not less than 8.0% (13.25% at March 31, 2024 and 13.25% at December 31, 2023). Borrowings based on inventory bears an interest of prime plus 5.25% but not less than 8.5% (13.90% at March 31, 2024 and 13.90% at December 31, 2023). The additional over advance rider bears a rate of prime plus 12.75%, but not less than 16.00% (18.00% at March 31, 2024 and 18.00% at December 31, 2023). Additionally, the line of credit is subject to monthly monitoring fee of $1 with a minimum usage requirement on the credit facility. A loan balance of less than $ 1,500 will bear interest at a rate in line with account receivables advances plus the monthly monitoring fee of $ 1 . The Company incurred $ 483 of direct costs of the transaction, consisting primarily of broker, bank and legal fees. These costs have been capitalized and are being amortized over the 3 -year life of the ACS agreement. The unamortized debt discount balance was $ 201 at December 31, 2023. For the three months ended March 31, 2024, amortization of debt discount was $ 40 , and as of March 31, 2024, the remaining unamortized debt discount balance is $ 161 .

Secured Convertible Notes Payab

Secured Convertible Notes Payable	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Secured Convertible Notes Payable	6. Secured Convertible Notes Payable Amounts outstanding under the Company’s convertible notes payable are as follows (amounts in 000’s except share amounts): Schedule of Secured Convertible Notes Payable March 31, 2024 December 31, 2023 Secured Convertible “Original” Notes Payable (A) $ 10,250 $ 10,250 Secured Convertible “Option”” Notes Payable (B) 4,050 4,050 Secured Convertible “Option”” Notes Payable 4,050 4,050 Accrued interest 1,457 1,059 Accrued interest on excess debt borrowing 2,989 2,824 Capitalized financing costs (554 ) (572 ) Total $ 18,192 $ 17,611 Secured Convertible Notes (A) In May 2022, the Company issued $ 11,250 The Original Notes bear interest at 10% per annum (with 5% per annum payable in cash and 5% per annum payable in kind (“PIK”) by adding such PIK interest to the principal amount of the notes), are secured by substantially all of the Company’s assets (including all of its intellectual property) and are subject to a collateral sharing agreement with Alterna Capital (ACS), the Company’s existing secured lender. March 31, 2025 Effective August 11, 2022, the Notes were amended to add a 10 6,000 7,500 10,250 The Original Notes have an amortization feature which requires the Company to make monthly payments of principal of $ 200 90 200 The terms of the Original Notes contained conversion terms that are expected to be amended, subject to satisfaction of certain conditions. Under the revised terms, the conversion price of the Original Notes will be between 125 145 7.50 In addition on February 12, 2024, subject to the satisfaction of certain conditions, the parties agreed that a portion of the outstanding ABL accrued fees will be satisfied through payment of $ 132 1.50 132 (B) In February 2023 and May 2023, the Company issued an aggregate of $ 4,050 March 31, 2025 4,050 The terms of the Original Notes contained conversion terms that are expected to be amended , subject to the satisfaction of certain conditions by the Company. Under the revised terms, the conversion price of the Option Notes will be 120 5 Waiver of Default On February 12, 2024, the Company entered into a Limited Waiver, Deferral, and Amendment and Restatement Agreement (the “Waiver and Amendment”) with each holder (each an entity affiliated with Whitebox Advisors, LLC) of the Original and Option Notes payable to Whitebox (the “Notes”). Subject to the Waiver and Amendment, the holders agreed to temporarily waive certain events of default under the Notes, including the failure to pay Excess ABL Amounts and the failure to pay amortization payments due December 1, 2023 to April 30, 2024. Subject to satisfaction of certain conditions by March 31, 2024, the parties further agreed to amend and restate the Notes, to extend the maturity date of the Option Notes originally due November 28, 2023, to March 31, 2025 and to equitize certain interest and fees owing on the Notes. The conversion rate under the amended and restated notes is to be based on the pricing and size of the Company’s proposed equity financing of a minimum of $ 3 4.1 100 Accrued Interest At December 31, 2023, the balance of accrued interest was $ 3,883 563 398 165 4,446 Debt Discount At December 31, 2023, the unamortized debt discount was $ 572 86 104 554

Leases Liabilities

Leases Liabilities	3 Months Ended
	Mar. 31, 2024
Leases [Abstract]
Leases Liabilities	7. Leases Liabilities During the three months ended March 31, 2024 and 2023, lease costs totaled $ 39 32 As of December 31, 2023, operating lease liabilities totaled $ 207 52 155 As of March 31, 2024, the weighted average remaining lease terms for an operating lease are 0.75 12.60

Simple Agreements for Future Eq

Simple Agreements for Future Equity (“SAFE”) Investments	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
Simple Agreements for Future Equity (“SAFE”) Investments	8. Simple Agreements for Future Equity (“SAFE”) Investments During the first quarter of 2024, the Company received $ 4.1 1.50 4.1

Stock-Based Compensation

Stock-Based Compensation	3 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
Stock-Based Compensation	9. Stock-Based Compensation Stock Options The following table summarizes stock option activity during the three months ended March 31, 2024: Schedule of Stock Option Activity Shares Weighted- Weighted- Aggregate Outstanding at December 31, 2023 145,012 $ 45.09 6.75 $ - Granted - $ - Exercised - $ - Unvested forfeited - $ - Vested forfeited (3,143 ) $ 45.05 Outstanding at March 31, 2024 141,869 $ 44.03 6.50 $ - Exercisable at March 31, 2024 111,583 $ 51.09 6.07 $ - During the three months ended March 31, 2024 and 2023, the Company recognized $ 129 229 314 As of March 31, 2024, the outstanding and exercisable options have no intrinsic value. The aggregate intrinsic value was calculated as the difference between the closing market price as of March 31, 2024, which was $ 1.63

Stock Warrants

Stock Warrants	3 Months Ended
	Mar. 31, 2024
Stock Warrants
Stock Warrants	10. Stock Warrants The Company’s warrant activity during the three months ended March 31, 2024 is as follows: Schedule of Warrant Activity Shares Weighted- Weighted- Aggregate Outstanding at December 31, 2023 549,292 $ 8.77 2.84 $ - Granted - - - Exercised - - - Forfeited - - - Outstanding at March 31, 2024 549,292 $ 8.77 2.59 $ - Exercisable at March 31, 2024 549,292 $ 8.77 2.59 $ - As of March 31, 2024, the outstanding and exercisable warrants have no aggregate intrinsic value. The aggregate intrinsic value was calculated as the difference between the closing market price as of March 31, 2024, which was $ 1.63

Transactions with California Cu

Transactions with California Custom Beverage, LLC, former related party	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
Transactions with California Custom Beverage, LLC, former related party	11. Transactions with California Custom Beverage, LLC, former related party In December 2018, the Company signed a co-packing agreement with California Custom Beverage, LLC’s (“CCB”), an entity owned by Christopher J. Reed, a former related party, pursuant to which CCB agreed to produce certain products for the Company for agreed fees. The co-packing agreement, as amended, includes certain provisions for product inputs, shrinkage, and quality assurance. Also beginning in 2019, CCB agreed to pay the Company a 5 At March 31, 2024 and 2023, accounts receivable due from and accounts payable due to CCB were as follows: Schedule of Related Parties March 31, December 31, Accounts receivable, net of provision of $ 1,123 1,123 264 259 Accounts payable (331 ) (259 ) Net (payable) receivable (67 ) - In addition, on April 19, 2023, the Company received a letter from CCB demanding payment of various amounts, including the $ 452 452

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	12. Commitments and Contingencies During 2023, the firm engaged an investment bank to explore financing options for the Company. We have a maximum obligation of $ 1.2 In 2018, CCB assumed the monthly payments on our lease obligation for a Los Angeles manufacturing plant for payments through September 2024, and our release from the obligation by the lessor, however, is dependent upon CCB’s deposit of $ 1,200 800 7,260 12 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 result 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	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
Subsequent Events	13. Subsequent Events Secured Convertible Notes Payable The Company has not yet satisfied conditions required for issuance of the amended and restated Notes and equitization of certain interest and fees owing on the Notes. The conversion rate under the amended and restated Notes is to be based on the pricing and size of the Company’s proposed equity financing of a minimum of $ 3 4.1 40

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying condensed financial statements of Reed’s, Inc. (the “Company”, “we”, “us”, or “our”), have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. We believe that the disclosures contained in these condensed financial statements are adequate to make the information presented herein not misleading. These condensed financial statements should be read in conjunction with the financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 1, 2024. The accompanying condensed financial statements are unaudited, but in the opinion of management contain all adjustments, including normal recurring adjustments, necessary to present fairly the Company’s financial position as of March 31, 2024, and the results of its operations and its cash flows for the three months ended March 31, 2024 and 2023. The balance sheet as of December 31, 2023 is derived from the Company’s audited financial statements. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2024.
Liquidity	Liquidity For the three months ended March 31, 2024, the Company recorded a net loss of $1,673 and used cash in operations of $2,395. In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern 314 4,100 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, strategic transactions 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.
Recent Trends - Market Conditions	Recent Trends - Market Conditions Although the U.S. economy continued to grow throughout 2023 and into Q1 2024, the higher inflation, the actions by the Federal Reserve to address inflation, and rising energy prices create uncertainty about the future economic environment which will continue to evolve and may impact our business in future periods. We have experienced supply chain challenges, including increased lead times, as well as inflation of raw materials, logistics and labor costs due to availability constraints and high demand. Although we regularly monitor companies in our supply chain, and use alternative suppliers when necessary and available, supply chain constraints could cause a disruption in our ability to obtain raw materials required to manufacture our products and adversely affect our operations. During the three months ended March 31, 2024, the Company experienced moderation from the elevated freight costs experienced in 2023. The average cost of shipping and handling for the three months ended March 31, 2024, was $ 3.01 3.46
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 credit loss reserves for accounts receivable, 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 the determination of the Company’s liquidity.
Revenue Recognition	Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers The Company does not allow for returns, except for damaged products when the damage occurred pre-fulfilment. Damaged product returns have historically been insignificant. Because of this, the stand-alone nature of our products, and our assessment of performance obligations and transaction pricing for our sales contracts, we do not currently maintain a contract asset or liability balance for obligations. We assess our contracts and the reasonableness of our conclusions on a quarterly basis.
Loss per Common Share	Loss per Common Share Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the year, excluding shares of unvested restricted common stock. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. 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. Shares of restricted stock are included in the diluted weighted average number of common shares outstanding from the date they are granted. Potential common shares are excluded from the computation when their effect is antidilutive. For the periods ended March 31, 2024 and 2023, 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 March 31, March 31, Warrants 549,292 235,946 Options 141,869 174,460 Convertible note payable 1,557,066 1,257,491 Unvested restricted common stock - 710 Common stock equivalent of Series A Convertible Preferred stock 753 753 Total 2,248,980 1,669,360
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.
Advertising Costs	Advertising Costs Advertising costs are expensed as incurred and are included in selling and marketing expense. Advertising costs aggregated $ 17 55
Concentrations	Concentrations Net sales. 17 16 18 12 Accounts receivable. 29 24 15 11 The Company utilizes co-packers to produce 100% of its products. Purchases from vendors. 10 11 Accounts payable. 11 10 10
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. ASC 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.
Reclassifications	Reclassifications Certain prior year amounts have been reclassified for consistency with the current period presentation. Collection from customers amounting to $ 1,217
Recent Accounting Pronouncements	Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure Segment Reporting In September 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations Other recent accounting pronouncements and guidance 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.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Schedule of Potentially Dilutive Securities	Schedule of Potentially Dilutive Securities March 31, March 31, Warrants 549,292 235,946 Options 141,869 174,460 Convertible note payable 1,557,066 1,257,491 Unvested restricted common stock - 710 Common stock equivalent of Series A Convertible Preferred stock 753 753 Total 2,248,980 1,669,360

Inventory (Tables)

Inventory (Tables)	3 Months Ended
	Mar. 31, 2024
Inventory Disclosure [Abstract]
Schedule of Inventory	Inventory is valued at the lower of cost (first-in, first-out) or net realizable value, net of write downs, and is comprised of the following (in thousands): Schedule of Inventory March 31, December 31, Raw materials and packaging $ 6,766 $ 6,445 Finished products 5,251 4,855 Total $ 12,017 $ 11,300

Property and Equipment (Tables)

Property and Equipment (Tables)	3 Months Ended
	Mar. 31, 2024
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment	Property and equipment are comprised of the following (in thousands): Schedule of Property and Equipment March 31, December 31, Right-of-use assets under operating leases $ 724 $ 724 Computer hardware and software 400 400 Machinery and equipment 352 352 Construction in progress 101 85 Total cost 1,577 1,561 Accumulated depreciation and amortization (1,136 ) (1,068 ) Net book value $ 441 $ 493

Intangible Assets (Tables)

Intangible Assets (Tables)	3 Months Ended
	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Summary of Intangible Assets	Intangible assets consist of the following (in thousands): Summary of Intangible Assets March 31, December 31, Brand names $ 576 $ 576 Trademarks 55 53 Total $ 631 $ 629

Line of Credit (Tables)

Line of Credit (Tables)	3 Months Ended
	Mar. 31, 2024
Line Of Credit
Schedule of Amount Outstanding Under Credit Facilities	The Company’s credit facility consisted of the following (in thousands): Schedule of Amount Outstanding Under Credit Facilities March 31, December 31, Line of credit – Alterna Capital Solutions $ 8,005 $ 9,959 Less: capitalized financing costs (161 ) (201 ) Total $ 7,844 $ 9,758

Secured Convertible Notes Pay_2

Secured Convertible Notes Payable (Tables)	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Schedule of Secured Convertible Notes Payable	Amounts outstanding under the Company’s convertible notes payable are as follows (amounts in 000’s except share amounts): Schedule of Secured Convertible Notes Payable March 31, 2024 December 31, 2023 Secured Convertible “Original” Notes Payable (A) $ 10,250 $ 10,250 Secured Convertible “Option”” Notes Payable (B) 4,050 4,050 Secured Convertible “Option”” Notes Payable 4,050 4,050 Accrued interest 1,457 1,059 Accrued interest on excess debt borrowing 2,989 2,824 Capitalized financing costs (554 ) (572 ) Total $ 18,192 $ 17,611 Secured Convertible Notes (A) In May 2022, the Company issued $ 11,250 The Original Notes bear interest at 10% per annum (with 5% per annum payable in cash and 5% per annum payable in kind (“PIK”) by adding such PIK interest to the principal amount of the notes), are secured by substantially all of the Company’s assets (including all of its intellectual property) and are subject to a collateral sharing agreement with Alterna Capital (ACS), the Company’s existing secured lender. March 31, 2025 Effective August 11, 2022, the Notes were amended to add a 10 6,000 7,500 10,250 The Original Notes have an amortization feature which requires the Company to make monthly payments of principal of $ 200 90 200 The terms of the Original Notes contained conversion terms that are expected to be amended, subject to satisfaction of certain conditions. Under the revised terms, the conversion price of the Original Notes will be between 125 145 7.50 In addition on February 12, 2024, subject to the satisfaction of certain conditions, the parties agreed that a portion of the outstanding ABL accrued fees will be satisfied through payment of $ 132 1.50 132 (B) In February 2023 and May 2023, the Company issued an aggregate of $ 4,050 March 31, 2025 4,050 The terms of the Original Notes contained conversion terms that are expected to be amended , subject to the satisfaction of certain conditions by the Company. Under the revised terms, the conversion price of the Option Notes will be 120 5

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
Schedule of Stock Option Activity	The following table summarizes stock option activity during the three months ended March 31, 2024: Schedule of Stock Option Activity Shares Weighted- Weighted- Aggregate Outstanding at December 31, 2023 145,012 $ 45.09 6.75 $ - Granted - $ - Exercised - $ - Unvested forfeited - $ - Vested forfeited (3,143 ) $ 45.05 Outstanding at March 31, 2024 141,869 $ 44.03 6.50 $ - Exercisable at March 31, 2024 111,583 $ 51.09 6.07 $ -

Stock Warrants (Tables)

Stock Warrants (Tables)	3 Months Ended
	Mar. 31, 2024
Stock Warrants
Schedule of Warrant Activity	The Company’s warrant activity during the three months ended March 31, 2024 is as follows: Schedule of Warrant Activity Shares Weighted- Weighted- Aggregate Outstanding at December 31, 2023 549,292 $ 8.77 2.84 $ - Granted - - - Exercised - - - Forfeited - - - Outstanding at March 31, 2024 549,292 $ 8.77 2.59 $ - Exercisable at March 31, 2024 549,292 $ 8.77 2.59 $ -

Transactions with California _2

Transactions with California Custom Beverage, LLC, former related party (Tables)	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
Schedule of Related Parties	At March 31, 2024 and 2023, accounts receivable due from and accounts payable due to CCB were as follows: Schedule of Related Parties March 31, December 31, Accounts receivable, net of provision of $ 1,123 1,123 264 259 Accounts payable (331 ) (259 ) Net (payable) receivable (67 ) -

Schedule of Potentially Dilutiv

Schedule of Potentially Dilutive Securities (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	2,248,980	1,669,360
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	549,292	235,946
Equity Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	141,869	174,460
Convertible Notes Payable [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	1,557,066	1,257,491
Unvested Restricted Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total		710
Common Stock Equivalent of Series A Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	753	753

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details Narrative) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)
Product Information [Line Items]
Cash	$ 314		$ 603
Additional cash received	$ 4,100
Shipping and handling costs	3.01	3.46
Advertising costs	$ 17	$ 55
Collection from customers	$ 1,217
Customer One [Member] | Revenue Benchmark [Member] | Product Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage	17%	18%
Customer One [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage	29%	24%
Customer Two [Member] | Revenue Benchmark [Member] | Product Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage	16%	12%
Customer Two [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage		15%
Customer Three [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage		11%
Vendor One [Member] | Revenue Benchmark [Member] | Product Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage	10%	11%
Vendor One [Member] | Accounts Payable [Member] | Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage	11%	10%
Vendor Two [Member] | Accounts Payable [Member] | Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage		10%

Schedule of Inventory (Details)

Schedule of Inventory (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials and packaging	$ 6,766	$ 6,445
Finished products	5,251	4,855
Total	$ 12,017	$ 11,300

Schedule of Property and Equipm

Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total cost	$ 1,577	$ 1,561
Accumulated depreciation and amortization	(1,136)	(1,068)
Net book value	441	493
Right of Use Assets Under Operating Leases [Member]
Property, Plant and Equipment [Line Items]
Total cost	724	724
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	352	352
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Total cost	$ 101	$ 85

Property and Equipment (Details

Property and Equipment (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Property, Plant and Equipment [Abstract]
Depreciation	$ 29	$ 47
Operating Lease, Right-of-Use Asset, Periodic Reduction	$ 39	$ 32

Summary of Intangible Assets (D

Summary of Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Brand names	$ 576	$ 576
Trademarks	55	53
Total	$ 631	$ 629

Schedule of Amount Outstanding

Schedule of Amount Outstanding Under Credit Facilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Line of Credit Facility [Line Items]
Total	$ 7,844	$ 9,758
Capitalized financing costs	(161)	(201)
Alterna Capital Solutions [Member]
Line of Credit Facility [Line Items]
Total	$ 8,005	$ 9,959

Line of Credit (Details Narrati

Line of Credit (Details Narrative) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Line of Credit Facility [Line Items]
Amortization of Debt Discount (Premium)		$ 144	$ 281
Alterna Capital Solutions [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Term	3 years
Line of Credit Facility, Maximum Borrowing Capacity	$ 13,000	4,995
Line of Credit Facility, Maximum Amount Outstanding During Period	$ 400
Line of Credit Facility, Remaining Borrowing Capacity		0
Line of Credit Facility, Interest Rate Description	Borrowings based on receivables bears an interest of prime plus 4.75% but not less than 8.0% (13.25% at March 31, 2024 and 13.25% at December 31, 2023). Borrowings based on inventory bears an interest of prime plus 5.25% but not less than 8.5% (13.90% at March 31, 2024 and 13.90% at December 31, 2023). The additional over advance rider bears a rate of prime plus 12.75%, but not less than 16.00% (18.00% at March 31, 2024 and 18.00% at December 31, 2023). 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
[custom:LineOfCreditMonitoringFee-0]	1
Direct Operating Costs	$ 483
[custom:AmortizationOfLineOfCreditPeriod]	3 years
Debt Instrument, Unamortized Discount		161		$ 201
Amortization of Debt Discount (Premium)		$ 40

Schedule of Secured Convertible

Schedule of Secured Convertible Notes Payable (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Notes Payable A [Member]
Short-Term Debt [Line Items]
Secured Convertible “Option”” Notes Payable	$ 10,250	$ 10,250
Notes Payable B [Member]
Short-Term Debt [Line Items]
Secured Convertible “Option”” Notes Payable	4,050	4,050
Secured Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Accrued interest	1,457	1,059
Accrued interest on excess debt borrowing	2,989	2,824
Capitalized financing costs	(554)	(572)
Total	$ 18,192	$ 17,611

Schedule of Secured Convertib_2

Schedule of Secured Convertible Notes Payable (Details) (Parenthetical) $ / shares in Units, $ in Thousands			1 Months Ended			3 Months Ended		4 Months Ended
	Feb. 12, 2024 USD ($) $ / shares	Aug. 11, 2022 USD ($)	Nov. 30, 2023 USD ($) Integer $ / shares	Aug. 31, 2022 USD ($)	May 31, 2022 USD ($)	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	May 31, 2023 USD ($)	Dec. 31, 2023 USD ($)	Jun. 30, 2023 USD ($)	Feb. 28, 2023 USD ($)
Short-Term Debt [Line Items]
Fee percentage		10%
Credit exceeds		$ 6,000				$ 8,285	$ 8,699
Debt Issuance Costs, Line of Credit Arrangements, Net										$ 7,500
Principal balance						10,250			$ 10,250
Convertiable notes payable						7,339			6,737
Whitebox Advisors, LLC [Member] | Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Principal payment			$ 200
Debt conversion price | $ / shares			$ 7.50
Payment for fees	$ 132					132
Share price | $ / shares	$ 1.50
Whitebox Advisors, LLC [Member] | Convertible Notes Payable [Member] | Minimum [Member]
Short-Term Debt [Line Items]
Debt conversion percentage			1.25
Whitebox Advisors, LLC [Member] | Convertible Notes Payable [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Debt conversion percentage			1.45
Whitebox Advisors, LLC [Member] | Additional Option Notes [Member]
Short-Term Debt [Line Items]
Convertiable notes payable maturity date								Mar. 31, 2025
Principal balance						$ 4,050			$ 4,050
Debt conversion percentage			1.20
Convertiable notes payable								$ 4,050			$ 4,050
Debt conversion trading days | Integer			5
Note Purchase Agreement [Member]
Short-Term Debt [Line Items]
Secured convertible promissory notes					$ 11,250
Debt Instrument, Interest Rate Terms					The Original Notes bear interest at 10% per annum (with 5% per annum payable in cash and 5% per annum payable in kind (“PIK”) by adding such PIK interest to the principal amount of the notes), are secured by substantially all of the Company’s assets (including all of its intellectual property) and are subject to a collateral sharing agreement with Alterna Capital (ACS), the Company’s existing secured lender.
Convertiable notes payable maturity date					Mar. 31, 2025
Principal payment				$ 200
Weighted average interest				90%

Secured Convertible Notes Pay_3

Secured Convertible Notes Payable (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Feb. 12, 2024	Dec. 31, 2023
Short-Term Debt [Line Items]
Interest on convertible notes	$ 1,023	$ 1,779
Amortization of debt discount	144	$ 281
Whitebox Advisors, LLC [Member] | Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Accrued interest	4,446			$ 3,883
Interest on convertible notes	563
Interest expenses	398
Excess of asset base loan fees	165
Unamortized debt discount amount	554			$ 572
Incurred costs for aforementioned waivers	86
Amortization of debt discount	$ 104
Limited Waiver, Deferral, and Amendment and Restatement Agreement [Member]
Short-Term Debt [Line Items]
Future minimum equity financing			$ 3,000
Conversion of SAFE investments into equity			4,100
Accrued interest			$ 100

Leases Liabilities (Details Nar

Leases Liabilities (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Leases [Abstract]
Lease cost	$ 39	$ 32
Operating leases liability	155		$ 207
Payments of operating lease liability	$ 52
Weighted average remaining lease term for operating lease	9 months
Weighted average discount rate for operating lease	12.60%

Simple Agreements for Future _2

Simple Agreements for Future Equity (“SAFE”) Investments (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from Related Party Debt	$ 264	$ 259
Simple Agreements For Future Equity Investments [Member] | Stockholders [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from Related Party Debt	$ 4,100
Share price	$ 1.50

Schedule of Stock Option Activi

Schedule of Stock Option Activity (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]
Shares Outstanding, Beginning balance	145,012
Weighted-Average Exercise Price, Outstanding	$ 45.09
Weighted-Average Remaining Contractual Terms (Years), Outstanding	6 years 6 months	6 years 9 months
Aggregate Intrinsic Value, Shares Outstanding
Shares, Granted
Weighted-Average Exercise Price, Granted
Shares, Exercised
Weighted-Average Exercise Price, Exercised
Shares, Unvested forfeited
Weighted-Average Exercise Price, Unvested forfeited
Shares, Vested forfeited	(3,143)
Weighted-Average Exercise Price, Vested forfeited	$ 45.05
Shares Outstanding, Ending balance	141,869	145,012
Weighted-Average Exercise Price, Outstanding	$ 44.03	$ 45.09
Aggregate Intrinsic Value, Shares Outstanding
Shares, Exercisable	111,583
Weighted-Average Exercise Price, Exercisable	$ 51.09
Weighted-Average Remaining Contractual Terms (Years), Exercisable	6 years 25 days
Aggregate Intrinsic Value

Stock-Based Compensation (Detai

Stock-Based Compensation (Details Narrative) - Share-Based Payment Arrangement, Option [Member] - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Fair value of vested stock option	$ 129	$ 229
Aggregate value of unvested compensation	$ 314
Stock price	$ 1.63

Schedule of Warrant Activity (D

Schedule of Warrant Activity (Details) - Warrant [Member] - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares outstanding, Beginning balance	549,292
Weighted average exercise price, outstanding	$ 8.77
Weighted average remaining contractual terms (years), outstanding	2 years 7 months 2 days	2 years 10 months 2 days
Aggregate intrinsic value shares outstanding beginning
Shares, granted
Weighted average exercise price, granted
Shares, exercised
Weighted average exercise price, exercised
Shares, forfeited
Weighted average exercise price, forfeited
Shares outstanding, Ending balance	549,292	549,292
Weighted average exercise price, outstanding ending balance	$ 8.77	$ 8.77
Aggregate intrinsic value shares outstanding
Shares exercisable	549,292
Weighted average exercise price, exercisable	$ 8.77
Weighted average remaining contractual terms (years), exercisable	2 years 7 months 2 days
Aggregate intrinsic value shares exercisable

Stock Warrants (Details Narrati

Stock Warrants (Details Narrative)	Mar. 31, 2024 $ / shares
Securities Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrants exerice price	$ 1.63

Schedule of Related Parties (De

Schedule of Related Parties (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Related Party Transactions [Abstract]
Accounts receivable, net of provision of $1,123 and $1,123 at March 31, 2024 and December 31, 2023, respectively	$ 264	$ 259
Accounts payable	(331)	(259)
Net (payable) receivable	$ (67)

Schedule of Related Parties (_2

Schedule of Related Parties (Details) (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Related Party [Member]
Related Party Transaction [Line Items]
Net of provision	$ 1,123	$ 1,123

Transactions with California _3

Transactions with California Custom Beverage, LLC, former related party (Details Narrative) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2018
California Custom Beverage, LLC [Member]
Related Party Transaction [Line Items]
Due to related party	$ 452	$ 452
Christopher J. Reed [Member] | California Custom Beverage, LLC [Member]
Related Party Transaction [Line Items]
Royalty percentage			5%

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2018
Chris Reed [Member] | California Custom Beverage, LLC [Member]
Loss Contingencies [Line Items]
Deposit of security with lessor	$ 800		$ 1,200
Escrow deposits	$ 12
Chris Reed [Member] | California Custom Beverage, LLC [Member] | Common Stock [Member]
Loss Contingencies [Line Items]
Number of common stock value placed	7,260
Maximum [Member]
Loss Contingencies [Line Items]
Fees		$ 1,200

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - Secured Convertible Notes Payable [Member] - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Jul. 01, 2024
Subsequent Event [Line Items]
Minimum of conversion amount	$ 3,000
Conversion amount	$ 4,100
Subsequent Event [Member]
Subsequent Event [Line Items]
Interest payable		$ 40