Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 01, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Period Focus | Q2 | |
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 | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash | $ 326 | $ 603 |
Accounts receivable, net of allowance of $210 and $860, respectively | 5,297 | 3,571 |
Inventory | 10,223 | 11,300 |
Prepaid expenses and other current assets | 1,621 | 2,028 |
Total current assets | 17,726 | 17,761 |
Property and equipment, net of accumulated depreciation of $1,205 and $1,068, respectively | 384 | 493 |
Intangible assets | 635 | 629 |
Total assets | 18,745 | 18,883 |
Current liabilities: | ||
Accounts payable | 8,432 | 9,133 |
Accrued expenses | 946 | 1,096 |
Revolving line of credit, net of capitalized financing costs of $121 and $201, respectively | 9,003 | 9,758 |
Current portion of convertible notes payable, net of debt discount of $414 and $424, respectively | 18,407 | 6,737 |
Current portion of lease liabilities | 103 | 207 |
Total current liabilities | 37,104 | 27,190 |
SAFE investments | 5,490 | |
Convertible note payable, net of debt discount of $0 and $148, respectively, less current portion | 10,874 | |
Total liabilities | 42,594 | 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 | 119,674 | 119,452 |
Accumulated deficit | (143,617) | (138,727) |
Total stockholders’ deficit | (23,849) | (19,181) |
Total liabilities and stockholders’ deficit | 18,745 | 18,883 |
Related Party [Member] | ||
Current assets: | ||
Receivable from former related party | 259 | 259 |
Current liabilities: | ||
Payable to former related party | $ 213 | $ 259 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net of allowance | $ 210 | $ 860 |
Property and equipment, accumulated depreciation | 1,205 | 1,068 |
Capitalized financing costs | 121 | 201 |
Debt discount current | 414 | 424 |
Debt discount, noncurrent | $ 0 | $ 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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Net Sales | $ 11,874 | $ 10,005 | $ 21,469 | $ 21,162 |
Cost of goods sold | 8,043 | 7,496 | 14,225 | 15,955 |
Gross profit | 3,831 | 2,509 | 7,244 | 5,207 |
Operating expenses: | ||||
Delivery and handling expense | 1,423 | 1,686 | 2,925 | 3,806 |
Selling and marketing expense | 1,097 | 1,259 | 2,190 | 2,706 |
General and administrative expense | 1,980 | 1,311 | 3,448 | 3,020 |
Total operating expenses | 4,500 | 4,256 | 8,563 | 9,532 |
Loss from operations | (669) | (1,747) | (1,319) | (4,325) |
Interest expense | (1,150) | (1,387) | (2,173) | (3,166) |
Change in fair value of SAFE investments | (1,393) | (1,393) | ||
Net loss | (3,212) | (3,134) | (4,885) | (7,491) |
Dividends on Series A Convertible Preferred Stock | (5) | (5) | (5) | (5) |
Net Loss Attributable to Common Stockholders | $ (3,217) | $ (3,139) | $ (4,890) | $ (7,496) |
Net loss per share - basic | $ (0.77) | $ (0.99) | $ (1.17) | $ (2.59) |
Net loss per share - diluted | $ (0.77) | $ (0.99) | $ (1.17) | $ (2.59) |
Weighted average number of shares outstanding - basic | 4,187,291 | 3,179,661 | 4,187,291 | 2,892,860 |
Weighted average number of shares outstanding - diluted | 4,187,291 | 3,179,661 | 4,187,291 | 2,892,860 |
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 | 211 | 211 | |||
Dividends on Series A Convertible Preferred Stock | (5) | (5) | |||
Net loss | (7,491) | (7,491) | |||
Common shares issued for cash, net of offering costs | 4,016 | 4,016 | |||
Common shares issued for cash, net of offering costs, shares | 1,566,732 | ||||
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 Jun. 30, 2023 | $ 94 | 119,138 | (130,695) | (11,463) | |
Balance, shares at Jun. 30, 2023 | 4,169,131 | 9,411 | |||
Balance at Mar. 31, 2023 | $ 94 | 115,140 | (127,556) | (12,322) | |
Balance, shares at Mar. 31, 2023 | 2,602,399 | 9,411 | |||
Fair value of vested options | (18) | (18) | |||
Dividends on Series A Convertible Preferred Stock | (5) | (5) | |||
Net loss | (3,134) | (3,134) | |||
Common shares issued for cash, net of offering costs | 4,016 | 4,016 | |||
Common shares issued for cash, net of offering costs, shares | 1,566,732 | ||||
Balance at Jun. 30, 2023 | $ 94 | 119,138 | (130,695) | (11,463) | |
Balance, shares at Jun. 30, 2023 | 4,169,131 | 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 | 222 | 222 | |||
Dividends on Series A Convertible Preferred Stock | (5) | (5) | |||
Net loss | (4,885) | (4,885) | |||
Balance at Jun. 30, 2024 | $ 94 | 119,674 | (143,617) | (23,849) | |
Balance, shares at Jun. 30, 2024 | 4,187,291 | 9,411 | |||
Balance at Mar. 31, 2024 | $ 94 | 119,581 | (140,400) | (20,725) | |
Balance, shares at Mar. 31, 2024 | 4,187,291 | 9,411 | |||
Fair value of vested options | 93 | 93 | |||
Dividends on Series A Convertible Preferred Stock | (5) | (5) | |||
Net loss | (3,212) | (3,212) | |||
Balance at Jun. 30, 2024 | $ 94 | $ 119,674 | $ (143,617) | $ (23,849) | |
Balance, shares at Jun. 30, 2024 | 4,187,291 | 9,411 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Cash flows from operating activities: | |||||
Net loss | $ (3,212) | $ (3,134) | $ (4,885) | $ (7,491) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation | 58 | 79 | |||
Loss on disposal of property and equipment | 9 | ||||
Amortization of debt discount | 390 | 712 | |||
Fair value of vested options | 222 | 213 | |||
Fair value of vested restricted shares granted to officers | 3 | ||||
Change in the fair value of SAFE investments | 1,393 | 1,393 | |||
Change in allowance for doubtful accounts | (650) | 54 | |||
Inventory write-downs | (1,009) | (207) | |||
Accrued interest | 638 | 1,773 | |||
Changes in operating assets and liabilities: | |||||
Accounts receivable | (1,075) | 1,882 | |||
Inventory | 2,086 | 2,692 | |||
Prepaid expenses and other assets | (594) | 59 | |||
Decrease in right of use assets | 79 | 67 | |||
Accounts payable | 299 | (2,603) | |||
Accrued expenses | (155) | 560 | |||
Lease liabilities | (104) | (90) | |||
Net cash used in operating activities | (3,307) | (2,288) | |||
Cash flows from investing activities: | |||||
Trademark costs | (6) | (1) | |||
Purchase of property and equipment | (28) | ||||
Sale of property and equipment | 68 | ||||
Net cash provided by in investing activities | (34) | 67 | |||
Cash flows from financing activities: | |||||
Proceeds from line of credit | 19,501 | 19,099 | |||
Payments on line of credit | (20,336) | (23,594) | |||
Proceeds from convertible note payable, net of expenses | 3,797 | ||||
Payment of convertible note payable | (268) | ||||
Proceeds from sale of common stock | 4,016 | ||||
Proceeds from SAFE agreement | 4,097 | ||||
Repurchase of common stock | (1) | ||||
Payment of cash recorded as debt discount | (152) | ||||
Amounts from former related party, net | (46) | (914) | |||
Net cash provided by financing activities | 3,064 | 2,135 | |||
Net decrease in cash | (277) | (86) | |||
Cash at beginning of period | 603 | 533 | 533 | ||
Cash at end of period | $ 326 | $ 447 | 326 | 447 | $ 603 |
Supplemental disclosures of cash flow information: | |||||
Cash paid for interest | 1,146 | 658 | |||
Non-cash investing and financing activities: | |||||
Dividends on Series A Convertible Preferred Stock | $ 5 | $ 5 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure [Table] | ||||
Net Income (Loss) | $ (3,212) | $ (3,134) | $ (4,885) | $ (7,491) |
Insider Trading Arrangements
Insider Trading Arrangements | 6 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual [Table] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 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 June 30, 2024, and the results of its operations and its cash flows for the six months ended June 30, 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 six months ended June 30, 2024, are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2024. 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 six months ended June 30, 2024, the Company recorded a net loss of $ 4,885 3,307 19,378 23,849 9,124 18,821 As of June 30, 2024, we had a cash balance of $ 326 3,876 On July 26, 2024, Norman E. Snyder Jr, CEO of the Company, provided a personal guaranty for a $ 500 1,400 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. The Company is continuing to discuss restructuring of debt with existing lenders and is exploring new financing opportunities to address the line of credit which comes due in March 2025 (see Note 5) and the portion of the debt under the Notes which comes due on December 15, 2024 (see Note 6). 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 Q2 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 ending June 30, 2024, the Company continued to experience moderation from the elevated freight costs experienced in 2023. The average cost of shipping and handling for the three months ended June 30, 2024, was $ 2.18 3.05 2.54 3.27 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, assumptions in determining the fair value of our safe investments 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 June 30, 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 June 30, June 30, Warrants 549,292 549,292 Options 139,869 152,035 Convertible note payable 1,563,309 1,415,826 Common stock equivalent of Series A Convertible Preferred stock 753 753 Total 2,253,223 2,117,906 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 for the three months ended June 30, 2024, and 2023, aggregated $ 13 27 30 83 Concentrations Net sales. 20 15 13 18 15 12 18 12 12 18 12 Accounts receivable. 31 11 24 15 11 The Company utilizes co-packers to produce 100% of its products. Purchases from vendors. 11 11 11 Accounts payable. 17 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. The fair value of our liability under our SAFE investments are determined using level 3 inputs. 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 | 6 Months Ended |
Jun. 30, 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 June 30, December 31, Raw materials and packaging $ 6,806 $ 6,445 Finished products 3,417 4,855 Total $ 10,223 $ 11,300 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 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 June 30, 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 113 85 Total cost 1,589 1,561 Accumulated depreciation and amortization (1,205 ) (1,068 ) Net book value $ 384 $ 493 Depreciation expense for the six months ended June 30, 2024 and 2023 was $ 58 79 79 67 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 4. Intangible Assets Intangible assets consist of the following (in thousands): Summary of Intangible Assets June 30, December 31, Brand names $ 576 $ 576 Trademarks 59 53 Total $ 635 $ 629 |
Line of Credit
Line of Credit | 6 Months Ended |
Jun. 30, 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 June 30, December 31, Line of credit – Alterna Capital Solutions $ 9,124 $ 9,959 Less: capitalized financing costs (121 ) (201 ) Total $ 9,003 $ 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 13,000 500 13,400 no 3,876 Borrowings based on receivables bears an interest of prime plus 4.75% but not less than 8.0% (13.25% at June 30, 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 June 30, 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% (25.00% at June 30, 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 1,500 1 The Company incurred $ 483 3 201 80 121 On July 26, 2024, Norman E. Snyder Jr, CEO of the Company, provided a personal guaranty for a $ 500 |
Secured Notes Payable
Secured Notes Payable | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Secured Notes Payable | 6. Secured Notes Payable Amounts outstanding under the Company’s secured convertible notes payable are as follows (amounts in 000’s except share amounts): Schedule of Secured Convertible Notes Payable June 30, 2024 December 31, 2023 Secured Convertible “Original” Notes Payable (A) $ 10,250 $ 10,250 Secured “Option” Notes Payable (B) 4,050 4,050 Secured Convertible “Option” Notes Payable 4,050 4,050 Accrued interest 1,288 1,059 Accrued interest on excess debt borrowing 3,233 2,824 Capitalized financing costs (414 ) (572 ) Total $ 18,407 $ 17,611 Secured 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. June 30, 2025 10,250 Upon conversion or early payment, holders of the Original Notes are entitled to receive an interest make-whole payment, as defined, equal to the sum of the remaining scheduled payments of interest on the Original Notes that would be due at maturity, payable, at the Company’s option, in cash or in shares of common stock. On August 1, 2022, the Original Notes were amended to add a 10 % fee (“Excess ABL Fee’) commencing with the fiscal month ending October 31, 2022 for the amount that the Company’s line of credit with ACS exceeds (i) (x) prior to November 30, 2024, $9,500,000 and (y) on and after November 30, 2024, $6,500,000, if the Company has not publicly announced or is not actively pursuing a proposed transaction as a result of which the Company reasonably believes that its Common Stock will be listed on a national securities exchange) or $9,500,000 otherwise, minus (ii) any amounts repaid to ACS pursuant to the Option Notes (not to exceed $500,000) plus (iii) the aggregate principal amount of Original Notes voluntarily converted into Conversion Consideration (as defined therein), in each case subject to the terms of the collateral sharing agreement; provided that the sum of the amounts in clauses (i), (ii) and (ii) above shall not exceed $10,500,000 minus any amounts repaid ACS as contemplated by the Option Notes (not to exceed $500,000). The Original Notes have an amortization feature which requires the Company to make monthly payments of principal of $ 200 90 200 (B) At the time of issuance of the Original Notes, the Company also granted the investors an option to purchase up to an additional $ 12,000,000 4,050 6,504 the Option Notes mature on the earlier of December 15, 2024 The Option Notes bear interest in arrears on the outstanding principal amount at a rate of 11.13% per annum, payable in cash. The Option Notes may be prepaid without premium or penalty. Unless $ 1,400 Waiver of Default Accrued Interest At December 31, 2023, the balance of accrued interest was $ 3,883 1,152 743 409 514 4,521 Debt Discount At December 31, 2023, the unamortized debt discount was $ 572 152 310 414 |
Leases Liabilities
Leases Liabilities | 6 Months Ended |
Jun. 30, 2024 | |
Leases Liabilities | |
Leases Liabilities | 7. Leases Liabilities During the six months ended June 30, 2024 and 2023, lease costs totaled $ 89 67 As of December 31, 2023, operating lease liabilities totaled $ 207 104 103 As of June 30, 2024, the weighted average remaining lease terms for an operating lease are 0.50 12.60 |
Simple Agreements for Future Eq
Simple Agreements for Future Equity (“SAFE”) Investments | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Simple Agreements for Future Equity (“SAFE”) Investments | 8. Simple Agreements for Future Equity (“SAFE”) Investments The Company’s SAFE Investments consisted of the following (in thousands): Schedule of Simple Agreement for Future Equity Investments June 30, December 31, Fair value at issuance $ 4,097 $ - Change in fair value during period 1,393 - Fair value at end of period $ 5,490 $ - During the first quarter of 2024, the Company received $ 4.1 million in gross proceeds from three significant stockholders of the Company, D&D Source of Life Holding LTD (“D&D”) and Union Square Park Partners LP, and John J. Bello, the Company’s Chairman, pursuant to Simple Agreements for Future Equity (“SAFE”) agreements. The SAFE investments will convert into the next equity financing of Reed’s on the same terms and conditions as investors in Reed’s next equity financing at the lesser of $ 1.50 per share or the per share price in the financing. Until such time as the SAFE investments convert to equity the approximately $ 4.1 million received is recorded as a liability. D&D was given the right to designate a second independent director nominee to the board of directors of Reed’s and the company agreed to limit the size of its board of directors to nine (9) for so long as D&D owns 25% or more of the equity securities of the Company. As of June 30, 2024, we determined out SAFE investments had a value of $ 5,490 based on a Monte Carlo simulation with the following assumptions: ● The probability of potential transactions ● Stock price of $ 1.67 ● Market capitalization of $ 4.2 ● Volatility of 130 Risk-free rate of 5.47 5.5 During the six months ended June 30, 2024, the Company recorded a change in fair value of the SAFE investments of $ 1,393 , which was recorded as a component of other expense in the accompanying Condensed Statement of operations. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 9. Stock-Based Compensation Stock Options The following table summarizes stock option activity during the six months ended June 30, 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 (5,143 ) $ 67.38 Outstanding at June 30, 2024 139,869 $ 44.53 6.34 $ - Exercisable at June 30, 2024 113,685 $ 49.78 5.99 $ - During the six months ended June 30, 2024 and 2023, the Company recognized $ 222 216 209 As of June 30, 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 June 30, 2024, which was $ 1.67 |
Stock Warrants
Stock Warrants | 6 Months Ended |
Jun. 30, 2024 | |
Stock Warrants | |
Stock Warrants | 10. Stock Warrants The Company’s warrant activity during the six months ended June 30, 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 June 30, 2024 549,292 $ 8.77 2.34 $ - Exercisable at June 30, 2024 549,292 $ 8.77 2.34 $ - As of June 30, 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 June 30, 2024, which was $ 1.67 |
Transactions with California Cu
Transactions with California Custom Beverage, LLC, former related party | 6 Months Ended |
Jun. 30, 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 June 30, 2024 and 2023, accounts receivable due from and accounts payable due to CCB were as follows: Schedule of Related Parties June 30, December 31, Accounts receivable, net of provision of $ 1,123 1,123 259 259 Accounts payable (213 ) (259 ) Net (payable) receivable 46 - 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 | 6 Months Ended |
Jun. 30, 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 We are, and from time to time, we be 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 | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events Option Exercise and Amendment to Secured Notes On August 1, 2024, the Company entered into an Option Exercise and Sixth Amendment (“Exercise and Amendment Agreement”) to the Notes with Whitebox. Pursuant to the Exercise and Amendment Agreement, holders of the Original Notes exercised an option to purchase an aggregate of approximately $ 6,504 1,400,000 5,104 The Option Notes mature on the earlier of December 15, 2024, and ninety one days before the schedule maturity of any unsecured indebtedness incurred by the Company that is junior in right of payment to its Note obligations. 11.13 1,400 Pursuant to the Exercise and Amendment Agreement, Whitebox temporarily waived the specified events of default under the Notes and temporarily waived any requirement that the Company conduct a repurchase of Original Notes in the event of a Make-Whole Fundamental Change (as defined in the Original Notes), subject to the terms and conditions therein. Line of Credit Over Advance Guaranty On July 26, 2024, Norman E. Snyder Jr., CEO of the Company, provided a personal guaranty of $ 500 Commercial Office Lease On May 10 2024, the Company entered into a new lease with Merritt 7 Ventures LLC, for commercial office space for its corporate headquarters. The lease has an 11 8,590 3.6 7,409 2,129 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 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 June 30, 2024, and the results of its operations and its cash flows for the six months ended June 30, 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 six months ended June 30, 2024, are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2024. |
Going Concern | 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 six months ended June 30, 2024, the Company recorded a net loss of $ 4,885 3,307 19,378 23,849 9,124 18,821 As of June 30, 2024, we had a cash balance of $ 326 3,876 On July 26, 2024, Norman E. Snyder Jr, CEO of the Company, provided a personal guaranty for a $ 500 1,400 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. The Company is continuing to discuss restructuring of debt with existing lenders and is exploring new financing opportunities to address the line of credit which comes due in March 2025 (see Note 5) and the portion of the debt under the Notes which comes due on December 15, 2024 (see Note 6). 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 Q2 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 ending June 30, 2024, the Company continued to experience moderation from the elevated freight costs experienced in 2023. The average cost of shipping and handling for the three months ended June 30, 2024, was $ 2.18 3.05 2.54 3.27 |
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, assumptions in determining the fair value of our safe investments 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 June 30, 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 June 30, June 30, Warrants 549,292 549,292 Options 139,869 152,035 Convertible note payable 1,563,309 1,415,826 Common stock equivalent of Series A Convertible Preferred stock 753 753 Total 2,253,223 2,117,906 |
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 for the three months ended June 30, 2024, and 2023, aggregated $ 13 27 30 83 |
Concentrations | Concentrations Net sales. 20 15 13 18 15 12 18 12 12 18 12 Accounts receivable. 31 11 24 15 11 The Company utilizes co-packers to produce 100% of its products. Purchases from vendors. 11 11 11 Accounts payable. 17 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. The fair value of our liability under our SAFE investments are determined using level 3 inputs. |
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) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Potentially Dilutive Securities | Schedule of Potentially Dilutive Securities June 30, June 30, Warrants 549,292 549,292 Options 139,869 152,035 Convertible note payable 1,563,309 1,415,826 Common stock equivalent of Series A Convertible Preferred stock 753 753 Total 2,253,223 2,117,906 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, December 31, Raw materials and packaging $ 6,806 $ 6,445 Finished products 3,417 4,855 Total $ 10,223 $ 11,300 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, 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 113 85 Total cost 1,589 1,561 Accumulated depreciation and amortization (1,205 ) (1,068 ) Net book value $ 384 $ 493 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | Intangible assets consist of the following (in thousands): Summary of Intangible Assets June 30, December 31, Brand names $ 576 $ 576 Trademarks 59 53 Total $ 635 $ 629 |
Line of Credit (Tables)
Line of Credit (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, December 31, Line of credit – Alterna Capital Solutions $ 9,124 $ 9,959 Less: capitalized financing costs (121 ) (201 ) Total $ 9,003 $ 9,758 |
Secured Notes Payable (Tables)
Secured Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Secured Convertible Notes Payable | Amounts outstanding under the Company’s secured convertible notes payable are as follows (amounts in 000’s except share amounts): Schedule of Secured Convertible Notes Payable June 30, 2024 December 31, 2023 Secured Convertible “Original” Notes Payable (A) $ 10,250 $ 10,250 Secured “Option” Notes Payable (B) 4,050 4,050 Secured Convertible “Option” Notes Payable 4,050 4,050 Accrued interest 1,288 1,059 Accrued interest on excess debt borrowing 3,233 2,824 Capitalized financing costs (414 ) (572 ) Total $ 18,407 $ 17,611 Secured 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. June 30, 2025 10,250 Upon conversion or early payment, holders of the Original Notes are entitled to receive an interest make-whole payment, as defined, equal to the sum of the remaining scheduled payments of interest on the Original Notes that would be due at maturity, payable, at the Company’s option, in cash or in shares of common stock. On August 1, 2022, the Original Notes were amended to add a 10 % fee (“Excess ABL Fee’) commencing with the fiscal month ending October 31, 2022 for the amount that the Company’s line of credit with ACS exceeds (i) (x) prior to November 30, 2024, $9,500,000 and (y) on and after November 30, 2024, $6,500,000, if the Company has not publicly announced or is not actively pursuing a proposed transaction as a result of which the Company reasonably believes that its Common Stock will be listed on a national securities exchange) or $9,500,000 otherwise, minus (ii) any amounts repaid to ACS pursuant to the Option Notes (not to exceed $500,000) plus (iii) the aggregate principal amount of Original Notes voluntarily converted into Conversion Consideration (as defined therein), in each case subject to the terms of the collateral sharing agreement; provided that the sum of the amounts in clauses (i), (ii) and (ii) above shall not exceed $10,500,000 minus any amounts repaid ACS as contemplated by the Option Notes (not to exceed $500,000). The Original Notes have an amortization feature which requires the Company to make monthly payments of principal of $ 200 90 200 (B) At the time of issuance of the Original Notes, the Company also granted the investors an option to purchase up to an additional $ 12,000,000 4,050 6,504 the Option Notes mature on the earlier of December 15, 2024 The Option Notes bear interest in arrears on the outstanding principal amount at a rate of 11.13% per annum, payable in cash. The Option Notes may be prepaid without premium or penalty. Unless $ 1,400 |
Simple Agreements for Future _2
Simple Agreements for Future Equity (“SAFE”) Investments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Schedule of Simple Agreement for Future Equity Investments | The Company’s SAFE Investments consisted of the following (in thousands): Schedule of Simple Agreement for Future Equity Investments June 30, December 31, Fair value at issuance $ 4,097 $ - Change in fair value during period 1,393 - Fair value at end of period $ 5,490 $ - |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following table summarizes stock option activity during the six months ended June 30, 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 (5,143 ) $ 67.38 Outstanding at June 30, 2024 139,869 $ 44.53 6.34 $ - Exercisable at June 30, 2024 113,685 $ 49.78 5.99 $ - |
Stock Warrants (Tables)
Stock Warrants (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Stock Warrants | |
Schedule of Warrant Activity | The Company’s warrant activity during the six months ended June 30, 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 June 30, 2024 549,292 $ 8.77 2.34 $ - Exercisable at June 30, 2024 549,292 $ 8.77 2.34 $ - |
Transactions with California _2
Transactions with California Custom Beverage, LLC, former related party (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Schedule of Related Parties | At June 30, 2024 and 2023, accounts receivable due from and accounts payable due to CCB were as follows: Schedule of Related Parties June 30, December 31, Accounts receivable, net of provision of $ 1,123 1,123 259 259 Accounts payable (213 ) (259 ) Net (payable) receivable 46 - |
Schedule of Potentially Dilutiv
Schedule of Potentially Dilutive Securities (Details) - shares | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 2,253,223 | 2,117,906 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 549,292 | 549,292 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 139,869 | 152,035 |
Convertible Notes Payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,563,309 | 1,415,826 |
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) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Aug. 01, 2024 USD ($) | Jul. 26, 2024 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Product Information [Line Items] | ||||||||||
Net loss | $ 3,212,000 | $ 3,134,000 | $ 4,885,000 | $ 7,491,000 | ||||||
Net cash used in operation | 3,307,000 | 2,288,000 | ||||||||
Working capital deficiency | 19,378,000 | 19,378,000 | ||||||||
Stockholders' deficit | 23,849,000 | 11,463,000 | 23,849,000 | 11,463,000 | $ 19,181,000 | $ 20,725,000 | $ 12,322,000 | $ 8,470,000 | ||
Lines of credit | 9,124 | 9,124 | ||||||||
Convertible notes payable | 18,821 | 18,821 | ||||||||
Cash | 326,000 | 326,000 | 603,000 | |||||||
Additional borrowing capacity | 3,876,000 | 3,876,000 | ||||||||
Advertising costs | $ 13,000 | $ 27,000 | $ 30,000 | $ 83,000 | ||||||
Collection from customers | $ 1,217,000 | |||||||||
Customer One [Member] | Revenue Benchmark [Member] | Product Concentration Risk [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration risk, percentage | 20% | 18% | 18% | 18% | ||||||
Customer One [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration risk, percentage | 31% | 24% | ||||||||
Customer Two [Member] | Revenue Benchmark [Member] | Product Concentration Risk [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration risk, percentage | 15% | 12% | 15% | 12% | ||||||
Customer Two [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration risk, percentage | 11% | 15% | ||||||||
Customer Three [Member] | Revenue Benchmark [Member] | Product Concentration Risk [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration risk, percentage | 13% | 12% | 12% | |||||||
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 | 11% | 11% | ||||||||
Vendor One [Member] | Accounts Payable [Member] | Customer Concentration Risk [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration risk, percentage | 17% | 10% | ||||||||
Vendor Two [Member] | Revenue Benchmark [Member] | Product Concentration Risk [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration risk, percentage | 11% | |||||||||
Vendor Two [Member] | Accounts Payable [Member] | Customer Concentration Risk [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration risk, percentage | 10% | |||||||||
Shipping and Handling [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Average cost | 2.18 | 3.05 | 2.54 | 3.27 | ||||||
Norman E Snyder [Member] | Subsequent Event [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Advance on line of credit | $ 500,000 | |||||||||
Stock options exercised | $ 1,400,000 |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials and packaging | $ 6,806 | $ 6,445 |
Finished products | 3,417 | 4,855 |
Total | $ 10,223 | $ 11,300 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 1,589 | $ 1,561 |
Accumulated depreciation and amortization | (1,205) | (1,068) |
Net book value | 384 | 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 | $ 113 | $ 85 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 58 | $ 79 |
Amortization of right-of-use assets | $ 79 | $ 67 |
Summary of Intangible Assets (D
Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Brand names | $ 576 | $ 576 |
Trademarks | 59 | 53 |
Total | $ 635 | $ 629 |
Schedule of Amount Outstanding
Schedule of Amount Outstanding Under Credit Facilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Line of Credit Facility [Line Items] | ||
Total | $ 9,003 | $ 9,758 |
Capitalized financing costs | (121) | (201) |
Alterna Capital Solutions [Member] | ||
Line of Credit Facility [Line Items] | ||
Total | $ 9,124 | $ 9,959 |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Jul. 26, 2024 | Mar. 31, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Line of Credit Facility [Line Items] | |||||
Borrowing capacity | $ 3,876,000 | ||||
Line of credit | 9,124 | ||||
Amortization of debt discount | 390,000 | $ 712,000 | |||
Norman E Snyder [Member] | Subsequent Event [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Over advance for line of credit | $ 500,000 | ||||
Alterna Capital Solutions [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit term | 3 years | ||||
Borrowing capacity | $ 13,000,000 | 3,876,000 | |||
Over advance for line of credit | 500,000 | ||||
Remaining line of credit | $ 0 | ||||
Line of credit description | Borrowings based on receivables bears an interest of prime plus 4.75% but not less than 8.0% (13.25% at June 30, 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 June 30, 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% (25.00% at June 30, 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 | ||||
Line of credit | $ 1,500,000 | ||||
Monitoring fee | 1,000 | ||||
Direct operating costs | $ 483,000 | ||||
Amortization of line of credit period | 3 years | ||||
Remaining unamortization of debt discount | $ 121,000 | $ 201,000 | |||
Amortization of debt discount | $ 80,000 | ||||
Whitebox Another Secured Lender [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Borrowing capacity | $ 13,400,000 |
Schedule of Secured Convertible
Schedule of Secured Convertible Notes Payable (Details) - USD ($) $ in Thousands | Aug. 01, 2022 | Aug. 01, 2024 | Jun. 30, 2024 | Dec. 31, 2023 |
Short-Term Debt [Line Items] | ||||
Line of credit facility description | (i) (x) prior to November 30, 2024, $9,500,000 and (y) on and after November 30, 2024, $6,500,000, if the Company has not publicly announced or is not actively pursuing a proposed transaction as a result of which the Company reasonably believes that its Common Stock will be listed on a national securities exchange) or $9,500,000 otherwise, minus (ii) any amounts repaid to ACS pursuant to the Option Notes (not to exceed $500,000) plus (iii) the aggregate principal amount of Original Notes voluntarily converted into Conversion Consideration (as defined therein), in each case subject to the terms of the collateral sharing agreement; provided that the sum of the amounts in clauses (i), (ii) and (ii) above shall not exceed $10,500,000 minus any amounts repaid ACS as contemplated by the Option Notes (not to exceed $500,000). | |||
Notes Payable A [Member] | ||||
Short-Term Debt [Line Items] | ||||
Principal balance of original notes | $ 10,250 | $ 10,250 | ||
Notes Payable A [Member] | Subsequent Event [Member] | ||||
Short-Term Debt [Line Items] | ||||
Principal balance of original notes | $ 6,504 | |||
Notes Payable B [Member] | ||||
Short-Term Debt [Line Items] | ||||
Principal balance of original notes | 4,050 | 4,050 | ||
Notes Payable B [Member] | Subsequent Event [Member] | ||||
Short-Term Debt [Line Items] | ||||
Principal balance of original notes | 6,504 | |||
Principal amount | $ 1,400 | |||
Secured Convertible Notes Payable [Member] | ||||
Short-Term Debt [Line Items] | ||||
Accrued interest | 1,288 | 1,059 | ||
Accrued interest on excess debt borrowing | 3,233 | 2,824 | ||
Capitalized financing costs | (414) | (572) | ||
Total | $ 18,407 | $ 17,611 |
Schedule of Secured Convertib_2
Schedule of Secured Convertible Notes Payable (Details) (Parenthetical) - USD ($) | 1 Months Ended | 10 Months Ended | |||||
Aug. 01, 2024 | Aug. 01, 2022 | Nov. 30, 2023 | May 31, 2022 | Oct. 31, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | |
Short-Term Debt [Line Items] | |||||||
Line of credit facility commitment fee percentage | 10% | ||||||
Notes Payable B [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Principal balance | $ 4,050,000 | $ 4,050,000 | |||||
Notes Payable B [Member] | Subsequent Event [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Principal balance | $ 6,504,000 | ||||||
Debt instrument, interest rate terms, description | The Option Notes bear interest in arrears on the outstanding principal amount at a rate of 11.13% per annum, payable in cash. The Option Notes may be prepaid without premium or penalty. Unless $1,400 of the principal amount is prepaid, payment of any Option Note on the maturity date (or due to an acceleration (whether declared or automatic)) shall be accompanied by an additional amount (such amount, the “MOIC Deficiency Amount”), if any, sufficient to achieve a 1.13:1.00 multiple of invested capital from August 1, 2024 (the “MOIC”) on the aggregate Principal Amount of the Option Notes being paid. | ||||||
Debt instrument maturity date | Dec. 15, 2024 | ||||||
Notes Payable B [Member] | Maximum [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Principal balance | $ 12,000,000 | ||||||
Whitebox Advisors, LLC [Member] | Convertible Notes Payable [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Principal payment | $ 200,000 | ||||||
Note Purchase Agreement [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Principal balance | $ 11,250,000 | ||||||
Debt instrument, interest rate terms, description | 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. | ||||||
Debt instrument maturity date | Jun. 30, 2025 | ||||||
Principal payment | $ 200,000 | ||||||
Weighted average interest | 90% |
Secured Notes Payable (Details
Secured Notes Payable (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Short-Term Debt [Line Items] | |||||
Interest on convertible notes | $ 1,150 | $ 1,387 | $ 2,173 | $ 3,166 | |
Amortization of debt discount | 390 | $ 712 | |||
Whitebox Advisors, LLC [Member] | Convertible Notes Payable [Member] | |||||
Short-Term Debt [Line Items] | |||||
Accrued interest | 4,521 | 4,521 | $ 3,883 | ||
Interest on convertible notes | 1,152 | ||||
Interest expenses | 743 | ||||
Excess of asset base loan fees | 409 | ||||
Accrued interest | 514 | 514 | |||
Unamortized debt discount amount | 414 | 414 | $ 572 | ||
Incurred costs for aforementioned waivers | $ 152 | 152 | |||
Amortization of debt discount | $ 310 |
Leases Liabilities (Details Nar
Leases Liabilities (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Leases Liabilities | |||
Lease cost | $ 89 | $ 67 | |
Operating leases liability | 103 | $ 207 | |
Payments of operating lease liability | $ 104 | ||
Weighted average remaining lease term for operating lease | 6 months | ||
Weighted average discount rate for operating lease | 12.60% |
Schedule of Simple Agreement fo
Schedule of Simple Agreement for Future Equity Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Equity [Abstract] | |||||
Fair value at issuance | $ 4,097 | ||||
Change in fair value during period | $ 1,393 | 1,393 | |||
Fair value at end of period | $ 5,490 | $ 5,490 |
Simple Agreements for Future _3
Simple Agreements for Future Equity (“SAFE”) Investments (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
SAFE investments | $ 5,490 | $ 5,490 | ||||
Marketable securities | 4,200 | 4,200 | ||||
Change in fair value during period | $ 1,393 | $ 1,393 | ||||
Share-Based Payment Arrangement, Option [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Stock price | $ 1.67 | $ 1.67 | ||||
Share based compensation description | The probability of potential transactions | |||||
Expected volatility rate | 130% | |||||
Risk free interest rate, minimum | 5.47% | |||||
Risk free interest rate, maximum | 5.50% | |||||
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 | |||||
Stock price | $ 1.50 |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 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 4 months 2 days | 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 | (5,143) | |
Weighted-Average Exercise Price, Vested forfeited | $ 67.38 | |
Shares Outstanding, Ending balance | 139,869 | 145,012 |
Weighted-Average Exercise Price, Outstanding | $ 44.53 | $ 45.09 |
Aggregate Intrinsic Value, Shares Outstanding | ||
Shares, Exercisable | 113,685 | |
Weighted-Average Exercise Price, Exercisable | $ 49.78 | |
Weighted-Average Remaining Contractual Terms (Years), Exercisable | 5 years 11 months 26 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 | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Fair value of vested stock option | $ 222 | $ 216 |
Aggregate value of unvested compensation | $ 209 | |
Stock price | $ 1.67 |
Schedule of Warrant Activity (D
Schedule of Warrant Activity (Details) - Warrant [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 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 4 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 4 months 2 days | |
Aggregate intrinsic value shares exercisable |
Stock Warrants (Details Narrati
Stock Warrants (Details Narrative) | Jun. 30, 2024 $ / shares |
Securities Purchase Agreement [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrants exerice price | $ 1.67 |
Schedule of Related Parties (De
Schedule of Related Parties (Details) - Related Party [Member] - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Related Party Transaction [Line Items] | ||
Accounts receivable, net of provision of $1,123 and $1,123 at June 30, 2024 and December 31, 2023, respectively | $ 259 | $ 259 |
Accounts payable | (213) | (259) |
Net (payable) receivable | $ 46 |
Schedule of Related Parties (_2
Schedule of Related Parties (Details) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 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 | Jun. 30, 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 | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2018 | |
Loss Contingencies [Line Items] | |||||
Common stock value | $ 4,016 | $ 4,016 | |||
Common Stock [Member] | |||||
Loss Contingencies [Line Items] | |||||
Common stock placed, shares | 1,566,732 | 1,566,732 | |||
Common stock value | |||||
Chris Reed [Member] | California Custom Beverage, LLC [Member] | |||||
Loss Contingencies [Line Items] | |||||
Deposit of security with lessor | $ 800 | $ 1,200 | |||
Common stock value | $ 12 | ||||
Chris Reed [Member] | California Custom Beverage, LLC [Member] | Common Stock [Member] | |||||
Loss Contingencies [Line Items] | |||||
Common stock placed, shares | 7,260 | ||||
Maximum [Member] | |||||
Loss Contingencies [Line Items] | |||||
Maximum obligation | $ 1,200 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Aug. 01, 2024 | Jul. 26, 2024 | May 10, 2024 | Jun. 30, 2024 | Dec. 31, 2023 |
Subsequent Event [Line Items] | |||||
Operating lease rate | 12.60% | ||||
Merritt 7 Ventures LLC [Member] | |||||
Subsequent Event [Line Items] | |||||
Lease term | 11 years | ||||
Payment for rent | $ 8,590,000 | ||||
Operating lease rate | 3.60% | ||||
Total payment over the life of lease | $ 2,129,000 | ||||
Merritt 7 Ventures LLC [Member] | Year One [Member] | |||||
Subsequent Event [Line Items] | |||||
Payment for rent | $ 7,409,000 | ||||
Notes Payable A [Member] | |||||
Subsequent Event [Line Items] | |||||
Secured convertible notes | $ 10,250,000 | $ 10,250,000 | |||
Notes Payable B [Member] | |||||
Subsequent Event [Line Items] | |||||
Secured convertible notes | $ 4,050,000 | $ 4,050,000 | |||
Subsequent Event [Member] | Norman E Snyder [Member] | |||||
Subsequent Event [Line Items] | |||||
Over advance for line of credit | $ 500,000 | ||||
Subsequent Event [Member] | Notes Payable A [Member] | |||||
Subsequent Event [Line Items] | |||||
Secured convertible notes | $ 6,504,000 | ||||
Principal amount | 1,400,000 | ||||
Subsequent Event [Member] | Option Notes [Member] | |||||
Subsequent Event [Line Items] | |||||
Secured convertible notes | 5,104,000 | ||||
Subsequent Event [Member] | Notes Payable B [Member] | |||||
Subsequent Event [Line Items] | |||||
Secured convertible notes | $ 6,504,000 | ||||
Maturity date, description | The Option Notes mature on the earlier of December 15, 2024, and ninety one days before the schedule maturity of any unsecured indebtedness incurred by the Company that is junior in right of payment to its Note obligations. | ||||
Outstanding principal amount, rate | 11.13% | ||||
Principal amount | $ 1,400,000 |