0001493152-21-027674 | 10-Q | XBRL Viewer

Print Document View Excel Document

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2021	Nov. 05, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity File Number	001-32501
Entity Registrant Name	REED’S, INC.
Entity Central Index Key	0001140215
Entity Tax Identification Number	35-2177773
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	201 Merritt 7
Entity Address, City or Town	Norwalk
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06851
City Area Code	(800)
Local Phone Number	997-3337
Title of 12(b) Security	Common Stock
Trading Symbol	REED
Security Exchange Name	NASDAQ
Entity 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		93,729,330

Condensed Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash	$ 941	$ 595
Accounts receivable, net of allowance of $140 and $234, respectively	6,945	4,718
Receivable from related party	826	682
Inventory, net of reserve of $130 and $194, respectively	15,514	11,119
Prepaid expenses and other current assets	1,995	1,341
Total current assets	26,221	18,455
Property and equipment, net of accumulated depreciation of $498 and $361, respectively	824	920
Equipment held for sale, net of impairment reserves of $96 and $96, respectively	67	67
Intangible assets	621	615
Total assets	27,733	20,057
Current liabilities:
Accounts payable	8,870	6,746
Payable to related party	856	557
Accrued expenses	983	895
Revolving line of credit	8,255
Current portion of note payable		599
Current portion of lease liabilities	155	130
Total current liabilities	19,119	8,927
Lease liabilities, less current portion	437	555
Note payable, less current portion		171
Total liabilities	19,556	9,653
Stockholders’ equity:
Series A Convertible Preferred stock, $10 par value, 500,000 shares authorized, 9,411 shares issued and outstanding	94	94
Common stock, $.0001 par value, 120,000,000 shares authorized, 93,667,855 and 86,317,096 shares issued and outstanding, respectively	9	9
Additional paid in capital	106,345	97,031
Accumulated deficit	(98,271)	(86,730)
Total stockholders’ equity	8,177	10,404
Total liabilities and stockholders’ equity	$ 27,733	$ 20,057

Condensed Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Accounts receivable, net of allowance	$ 140	$ 234
Inventory Valuation Reserves	130	194
Property and equipment, accumulated depreciation	498	361
Equipment, impairment reserves	$ 96	$ 96
Series A convertible preferred stock, par value	$ 10	$ 10
Series A convertible preferred stock, shares authorized	500,000	500,000
Series A convertible preferred stock, shares issued	9,411	9,411
Series A convertible preferred stock, shares outstanding	9,411	9,411
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common stock, shares authorized	120,000,000	120,000,000
Common stock, shares issued	93,667,855	86,317,096
Common stock, shares outstanding	93,667,855	86,317,096

Condensed of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Income Statement [Abstract]
Net Sales	$ 13,402	$ 10,562	$ 36,818	$ 30,938
Cost of goods sold	9,530	7,176	25,824	21,694
Gross profit	3,872	3,386	10,994	9,244
Operating expenses:
Delivery and handling expense	3,093	2,207	8,888	4,950
Selling and marketing expense	2,644	1,872	7,493	5,382
General and administrative expense	1,788	1,583	6,227	4,872
Total operating expenses	7,525	5,662	22,608	15,204
Loss from operations	(3,653)	(2,276)	(11,614)	(5,960)
Interest expense	(234)	(322)	(692)	(961)
Gain on extinguishment of PPP note payable			770
Change in fair value of warrant liability		8		1
Net loss	(3,887)	(2,590)	(11,536)	(6,920)
Dividends on Series A Convertible Preferred Stock			(5)	(5)
Net Loss Attributable to Common Stockholders	$ (3,887)	$ (2,590)	$ (11,541)	$ (6,925)
Loss per share – basic and diluted	$ (0.04)	$ (0.04)	$ (0.13)	$ (0.12)
Weighted average number of shares outstanding – basic and diluted	93,644,935	62,940,091	90,400,832	56,706,141

Condensed Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands	Common Stock [Member]	Preferred Stock [Member]	Common Stock Issuable [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2019	$ 5	$ 94		$ 77,596	$ (76,548)	$ 1,147
Beginning balance, shares at Dec. 31, 2019	47,595,206	9,411
Fair value of vested options				722		722
Fair value of vested restricted shares granted to officers			$ 285			285
Fair value of vested restricted shares granted to officers, shares			350,000
Dividends on Series A Convertible Preferred Stock				5	(5)
Dividends on series A convertible preferred stock ,shares	4,530
Common shares issued on exercise of options				14		14
Common shares issued on exercise of options, shares	27,500
Common shares issued pursuant to the rights offering, net of offering costs	$ 1			5,309		5,310
Common shares issued pursuant to the rights offering, net of offering costs, shares	15,333,334
Net Loss					(6,920)	(6,920)
Ending balance, value at Sep. 30, 2020	$ 6	$ 94	$ 285	83,646	(83,473)	558
Ending balance, shares at Sep. 30, 2020	62,960,570	9,411	350,000
Beginning balance, value at Jun. 30, 2020	$ 6	$ 94	$ 285	83,364	(80,883)	2,866
Beginning balance, shares at Jun. 30, 2020	62,928,540	9,411	350,000
Fair value of vested options				263		263
Issuance of shares for dividends on Series A Convertible Preferred Stock				5		5
Issuance of shares for dividends on Series A Convertible Preferred Stock, shares	4,530
Common shares issued on exercise of options				14		14
Common shares issued on exercise of options, shares	27,500
Net Loss					(2,590)	(2,590)
Ending balance, value at Sep. 30, 2020	$ 6	$ 94	$ 285	83,646	(83,473)	558
Ending balance, shares at Sep. 30, 2020	62,960,570	9,411	350,000
Beginning balance, value at Dec. 31, 2020	$ 9	$ 94		97,031	(86,730)	10,404
Beginning balance, shares at Dec. 31, 2020	86,317,096	9,411
Fair value of vested options				1,264		1,264
Fair value of vested restricted shares granted to officers				234		234
Fair value of vested restricted shares granted to officers, shares	221,252
Issuance of shares for dividends on Series A Convertible Preferred Stock					(5)	(5)
Issuance of shares for dividends on Series A Convertible Preferred Stock, shares
Repurchase of common stock				(15)		(15)
Repurchase of common stock, shares	(13,493)
Common shares issued on exercise of options				32		32
Common shares issued on exercise of options, shares	63,000
Common shares issued for financing costs				472		472
Common shares issued for financing costs, shares	400,000
Common shares issued pursuant to the rights offering, net of offering costs				7,327		7,327
Common shares issued pursuant to the rights offering, net of offering costs, shares	6,680,000
Net Loss					(11,536)	(11,536)
Ending balance, value at Sep. 30, 2021	$ 9	$ 94		106,345	(98,271)	8,177
Ending balance, shares at Sep. 30, 2021	93,667,855	9,411
Beginning balance, value at Jun. 30, 2021	$ 9	$ 94		105,847	(94,384)	11,566
Beginning balance, shares at Jun. 30, 2021	93,601,380	9,411
Fair value of vested options				436		436
Fair value of vested restricted shares granted to officers				65		65
Fair value of vested restricted shares granted to officers, shares	61,475
Common shares issued on exercise of options				3		3
Common shares issued on exercise of options, shares	5,000
Common shares issued pursuant to the rights offering, net of offering costs				(6)		(6)
Common shares issued pursuant to the rights offering, net of offering costs, shares
Net Loss					(3,887)	(3,887)
Ending balance, value at Sep. 30, 2021	$ 9	$ 94		$ 106,345	$ (98,271)	$ 8,177
Ending balance, shares at Sep. 30, 2021	93,667,855	9,411

Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Cash flows from operating activities:
Net loss	$ (11,536)	$ (6,920)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	106	56
Gain on termination of leases	(2)	(6)
Gain on extinguishment of PPP note payable	(770)
Amortization of debt discount	162	290
Amortization of prepaid financing costs	147
Amortization of right of use assets	74	89
Fair value of vested options	1,264	722
Fair value of vested restricted shares granted to officers	234	285
Decrease in allowance for doubtful accounts	(95)	(181)
Decrease (increase) in inventory reserve	(64)	(422)
Change in fair value of warrant liability		(1)
Accrual of interest on convertible note to a related party		439
Lease liability	(78)	(18)
Changes in operating assets and liabilities:
Accounts receivable	(2,132)	(2,367)
Inventory	(4,332)	1,495
Prepaid expenses and other assets	(491)	(318)
Accounts payable	2,126	(100)
Accrued expenses	82	189
Net cash used in operating activities	(15,305)	(6,768)
Cash flows from investing activities:
Trademark costs	(6)	(37)
Purchase of property and equipment	(95)	(121)
Net cash used in investing activities	(101)	(158)
Cash flows from financing activities:
Borrowings on line of credit	49,940	34,645
Repayments of line of credit	(41,685)	(33,710)
Capitalization of financing costs		(130)
Proceeds from note payable		770
Repayment of amounts due to/from officers	155
Principal repayments on capital lease obligation	(2)	(11)
Exercise of options	32	14
Repurchase of common stock	(15)
Proceeds from sale of common stock	7,327	5,310
Net cash provided by financing activities	15,752	6,888
Net increase in cash	346	(38)
Cash at beginning of period	595	913
Cash at end of period	941	875
Supplemental disclosures of cash flow information:
Cash paid for interest	258	231
Non-Cash Investing and Financing Activities
Dividends on Series A Convertible Preferred Stock	$ 5	$ 5

Basis of Presentation and Liquidity

9 Months Ended

Sep. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Liquidity

1. Basis of Presentation and Liquidity

The accompanying interim condensed financial statements of Reed’s, Inc. (the “Company”, “we”, “us”, or “our”), are unaudited, but in the opinion of management contain all adjustments, including normal recurring adjustments, necessary to present fairly our financial position at September 30, 2021, and the results of operations and cash flows for the three and nine months ended September 30, 2021, and 2020. The balance sheet as of December 31, 2020, is derived from the Company’s audited financial statements.

Certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. We believe that the disclosures contained in these condensed financial statements are adequate to make the information presented herein not misleading. For further information, refer to the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission on March 30, 2021.

The results of operations for the nine months ended September 30, 2021, are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2021.

COVID-19 Considerations

During the period ended September 30, 2021, the COVID-19 pandemic has impacted our operating results and the Company anticipates a continued impact for the balance of the year. In addition, the pandemic may cause reduced demand for our products if, for example, the pandemic results in a recessionary economic environment which negatively effects the consumers who purchase our products. Based on the recent increase in demand for our products, we believe that over the long term, there will continue to be strong demand for our products.

Through September 30, 2021, the Company has experienced higher transportation expenses as the capacity in the freight market has not kept up with demand. The Company believes that costs will continue to increase throughout the year. In addition, the Company experienced increases in the pricing of several of its raw materials and delays in procuring several of these items. However, mitigation plans are being implemented to manage this risk. Additionally, the Company was negatively impacted by supply chain challenges impacting our ability to benefit from strong demand for and increased sales of our product. The disruption caused by labor shortages, significant raw material cost inflation, logistics issues and increased freight costs, and ongoing port congestion, resulted in suppressed margins and net income. The Company anticipates a continued impact through mid-2022.

Our ability to operate without significant incremental negative operational impact from the COVID-19 pandemic will in part depend on our ability to protect our employees and our supply chain. The Company has endeavored to follow the recommended actions of government and health authorities to protect our employees. Since the inception of the COVID-19 pandemic and through September 30, 2021, we maintained the consistency of our operations during the onset of the COVID-19 pandemic. We will continue to innovate in managing our business, coordinating with our employees and suppliers to do our part in the infection prevention and remain flexible in responding to our customers and suppliers. However, the uncertainty resulting from the pandemic could result in an unforeseen disruption to our workforce and supply chain (for example an inability of a key supplier or transportation supplier to source and transport materials) that could negatively impact our operations.

Net sales for the nine-month period ended September 30, 2021, were up 19% from the prior year period. Through September 30, 2021, we continue to generate cash flows to meet our short-term liquidity needs, and we expect to maintain access to the capital markets. We have also not observed any material impairments of our assets or a significant change in the fair value of our assets due to the COVID-19 pandemic.

Liquidity

The accompanying financial statements have been prepared under the assumption that the Company will continue as a going concern. Such assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

For the nine months ended September 30, 2021, the Company recorded a net loss of $11,536 and used cash in operations of $15,305. As of September 30, 2021, we had a cash balance of $941 with borrowing capacity of $1,293, a stockholder’s equity of $8,177 and a working capital of $7,102, compared to a cash balance of $595 with borrowing capacity of $5,166, stockholders’ equity of $10,404 and a working capital of $9,528 at December 31, 2020. Notwithstanding the net loss for the nine months ended September 30, 2021, management projects adequate cash from operations and available line of credit to ensure continuation of the Company as a going concern for at least one year from the date these financial statements are issued.

Historically, we have financed our operations through public and private sales of common stock, issuance of preferred and common stock, convertible debt instruments, term loans and credit lines from financial institutions, and cash generated from operations. We have taken decisive action to improve our margins, including fully outsourcing our manufacturing process, streamlining our product portfolio, negotiating improved vendor contracts, and restructuring our selling prices.

Significant Accounting Policies

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Significant Accounting Policies

2. Significant Accounting Policies

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include estimates for reserves of uncollectible accounts, inventory obsolescence, depreciable lives of property and equipment, analysis of impairments of recorded long-term tangible and intangible assets, realization of deferred tax assets, accruals for potential liabilities and assumptions made in valuing stock compensation expense.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers (“ASC 606”). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which include (1) identifying the contract or agreement with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied.

The Company does not have any significant contracts with customers requiring performance beyond delivery, and contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfilment activity rather than a promised service to the customer. Revenue and costs of sales are recognized when control of the products transfers to our customer, which generally occurs upon shipment from our facilities. The Company’s performance obligations are satisfied at that time.

All of the Company’s products are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them.

The Company does not allow for returns, except for damaged products when the damage occurred pre-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 period. Diluted earnings (loss) per share is computed by dividing the net income applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation when their effect is antidilutive.

For the periods ended September 30, 2021, and 2020, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have had an anti-dilutive effect. The potentially dilutive securities consisted of the following:

	September 30, 2021		September 30, 2020
Unvested restricted common stock		172,639		244,740
Options		11,260,876		4,716,357
Warrants		3,098,479		6,413,782
Common stock equivalent of Series A Convertible Preferred stock		37,644		37,644
Convertible note to a related party		-		2,266,667
Common stock issuable		-		350,000
Total		14,569,638		14,029,190

The Series A Convertible Preferred Stock is convertible into Common shares at the rate of 1:4.

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 whereby the value of the award is measured on the date of grant and recognized for employees as compensation expense on the straight-line basis over the vesting period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services. The Company recognizes the fair value of stock-based compensation within its Statements of Operations with classification depending on the nature of the services rendered.

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 September 30, 2021, and 2020, aggregated $347 and $536, respectively. Advertising costs for the nine months ended September 30, 2021, and 2020, aggregated $1,050 and $1,141, respectively.

Concentrations

Sales. During the three months ended September 30, 2021, one customer accounted for 24% of gross billing, and during the nine months ended September 30, 2021, two customers accounted for 21% and 11% of gross billing, respectively. During the three months ended September 30, 2020, two customers accounted for 24% and 12% of gross sales, respectively, and during the nine months ended September 30, 2020, two customers accounted for 25% and 13% of gross sales, respectively. No other customers exceeded 10% of sales in either period.

Accounts receivable. As of September 30, 2021, the Company had accounts receivable from one customer which comprised 27% of its gross accounts receivable. As of December 31, 2020, the Company had accounts receivable from one customer which comprised 23% of its gross accounts receivable. No other customers exceeded 10% of gross accounts receivable in either period.

Purchases from vendors. During the three months ended September 30, 2021, two vendors accounted for 13% and 12% of all purchases, respectively. During the nine months ended September 30, 2021, two vendors accounted for 12% and 12% of all purchases, respectively. During the three months ended September 30, 2020, two vendors accounted for 13% and 11% of all purchases. During the nine months ended September 30, 2020, two vendors accounted for 11% and 11% of all purchases. No other vendors exceeded 10% of all purchases in either period.

Accounts payable. As of September 30, 2021, the Company’s three largest vendors accounted for 13%, 10% and 10% of the total accounts payable, respectively. As of December 31, 2020, the Company’s largest two vendors accounted for 12% and 10% of the total accounts payable, respectively. No other vendors exceeded 10% of gross accounts payable in either period.

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.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning January 1, 2023, and early adoption is permitted. The Company does not believe the potential impact of the new guidance and related codification improvements will be material to its financial position, results of operations and cash flows.

In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40).” ASU 2020-06 reduces the number of accounting models for convertible debt instruments by eliminating the cash conversion and beneficial conversion models. The diluted net income per share calculation for convertible instruments will require the Company to use the if-converted method. For contracts in an entity’s own equity, the type of contracts primarily affected by this update are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement conditions of the derivative scope exception. This update simplifies the related settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective January 1, 2024, for the Company and the provisions of this update can be adopted using either the modified retrospective method or a fully retrospective method. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. Effective January 1, 2021, the Company early adopted ASU 2020-06 and that adoption did not have an impact on our financial statements and related disclosures.

Other recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

Inventory

9 Months Ended

Sep. 30, 2021

Inventory Disclosure [Abstract]

Inventory

3. Inventory

Inventory is valued at the lower of cost (first-in, first-out) or net realizable value, and net of reserves is comprised of the following (in thousands):

	September 30, 2021		December 31, 2020
Raw materials and packaging	$	10,068	$	6,793
Finished products		5,446		4,326
Total	$	15,514	$	11,119

The Company has recorded a reserve for slow moving and potentially obsolete inventory. The reserve at September 30, 2021, and December 31, 2020, was $130 and $194, respectively.

Property and Equipment

9 Months Ended

Sep. 30, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment

4. Property and Equipment

Property and equipment is comprised of the following (in thousands):

Schedule of Property and Equipment

	September 30, 2021			December 31, 2020
Right-of-use assets under operating leases	$	724		$	724
Right-of-use assets under finance leases		-			54
Computer hardware and software		400			400
Machinery and equipment		198			103
Total cost		1,322			1,281
Accumulated depreciation and amortization		(498	)		(361	)
Net book value	$	824		$	920

Depreciation expense for the nine months ended September 30, 2021, and 2020 was $106 and $56, respectively, and amortization of right-of-use assets for the nine months ended September 30, 2021, and 2020 was $74 and $89, respectively. During the nine months ended September 30, 2021, the Company disposed of right-of-use assets under finance leases with a cost of $48 and accumulated amortization of $38 and terminated $13 of related finance leases payable (see Note 8).

Equipment held for sale consists of the following (in thousands):

Schedule of Equipment Held for Sale

	September 30, 2021			December 31, 2020
Equipment held for sale	$	163		$	163
Reserve		(96	)		(96	)
Net book value	$	67		$	67

The balance as of September 30, 2021, and December 31, 2020, consists of residual manufacturing equipment, at estimated net realizable value, which management anticipates selling during 2021.

Intangible Assets

9 Months Ended

Sep. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

5. Intangible Assets

Intangible assets are comprised of brand names acquired, specifically Virgil’s, and costs related to trademarks. They have been assigned an indefinite life, as we currently anticipate that they will contribute cash flows to the Company perpetually. These indefinite-lived intangible assets are not amortized but are assessed for impairment annually and evaluated annually to determine whether the indefinite useful life remains appropriate. We first assess qualitative factors to determine whether it is more likely than not that the asset is impaired. If further testing is necessary, we compare the estimated fair value of our asset with its book value. If the carrying amount of the asset exceeds its fair value, as determined by the discounted cash flows expected to be generated by the asset, an impairment loss is recognized in an amount equal to that excess. Based on management’s assessment, there were no indications of impairment at September 30, 2021.

During the nine months ended September 30, 2021, the Company capitalized costs of $6 pertaining to legal and other fees incurred in applying for international trademarks for Reeds and Virgil’s brands.

Intangible assets consist of the following (in thousands):

Summary of Intangible Assets

	September 30, 2021		December 31, 2020
Brand names	$	576	$	576
Trademarks		45		39
Total	$	621	$	615

Line of Credit

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Line of Credit

6. Line of Credit

Amounts outstanding under the Company’s credit facilities are as follows (in thousands):

September 30,

2021

December 31,

2020

Line of credit

8,255

On October 4, 2018, the Company entered into a financing agreement with Rosenthal & Rosenthal, Inc. (“Rosenthal”). The financing agreement provides a maximum borrowing capacity of $13,000. Borrowings are based on a formula of eligible accounts receivable and inventories (the “permitted borrowings”) plus advances (an “over-advance” of up to $4,000) in excess of permitted borrowings. At September 30, 2021, the unused borrowing capacity under the financing agreement was $1,293. The line of credit automatically renews each year until terminated. The line of credit matured on March 30, 2021, and was automatically renewed to mature on March 30, 2022.

Borrowings under the Rosenthal financing agreement bear interest at the greater of prime or 4.75%, plus an additional 2.0% to 3.5% depending on whether the borrowing is based upon receivables, inventory or is an over-advance. Additionally, the line of credit is subject to monthly facility and administration fees, and aggregate minimum monthly fees (including interest) of $4.

The line of credit is secured by substantially all of the assets, excluding intellectual property, of the Company. The over-advance is secured by all of Reed’s intellectual property collateral. Additionally, any over-advance was guaranteed by an irrevocable stand-by letter of credit in the amount of $1,500, issued by Daniel J. Doherty III and the Daniel J. Doherty, III 2002 Family Trust, affiliates of Raptor/Harbor Reeds SPV LLC (“Raptor”). On March 11, 2021, the Company entered into an amendment to the financing agreement, releasing that irrevocable standby letter of credit of $1,500 by Raptor with a $2,000 pledge of securities to Rosenthal by John J. Bello and Nancy E. Bello, as Co-Trustees of The John and Nancy Bello Revocable Living Trust.

John J. Bello, current Chairman and former Interim Chief Executive Officer of Reed’s, is a related party. He is also a greater than 5% beneficial owner of Reed’s common stock. As consideration for the collateral support, Mr. Bello received 400,000 shares of Reed’s restricted stock. The Company determined the fair value of the 400,000 restricted stock to be $472 which was recorded as a prepaid financing costs and included in prepaid expenses and other current assets on the condensed balance sheet at September 30, 2021. The prepaid financing fee is to be amortized over a twelve-month period. During the nine months ended September 30, 2021, the company amortized $272 of the prepaid financing costs to interest expense.

The financing agreement with Rosenthal includes customary restrictions that limit our ability to engage in certain types of transactions, including our ability to utilize tangible and intangible assets as collateral for other indebtedness. Additionally, the agreement contains a financial covenant that requires us to meet certain minimum working capital and tangible net worth thresholds as of the end of each quarter. We were in compliance with the terms of our agreement with Rosenthal as of September 30, 2021.

The Company annually incurs an additional $130 of fees from the bank, which is equal to 1% of the $13,000 borrowing limit. These costs have been capitalized and recorded as a debt discount and are amortized over the remaining life of the Rosenthal agreement. On December 31, 2020, the remaining unamortized debt discount of $162 is included in prepaid expense and other current assets on the balance sheet. Amortization of debt discount was $162 and $290 for the nine months ended September 30, 2021, and 2020, respectively. On September 30, 2021, no remaining unamortized debt discount remained.

Note Payable

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Note Payable

7. Note Payable

On April 20, 2020, the Company was granted a loan (the “PPP loan”) from City National Bank in the aggregate amount of $770, pursuant to the Paycheck Protection Program (the “PPP”) under the CARES Act. At December 31, 2020, the note payable balance was $770, of which $599 was reflected as the current portion of note payable. During the nine months ended September 30, 2021, the Company was notified that its PPP loan forgiveness application was approved. The Company recorded the loan forgiveness as a gain on forgiveness of debt of $770, which is included in other income, leaving no remaining balance owed at September 30, 2021.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI http://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Leases Liabilities

9 Months Ended

Sep. 30, 2021

Leases Liabilities

Leases Liabilities

8. Leases Liabilities

The Company accounts for leases under ASC 842, Leases. The standard requires a lessee to record a right-of-use asset and a corresponding lease liability at the inception of the lease, initially measured at the present value of the lease payments.

ASC 842 requires recognition in the statement of operations of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. During the nine months ended September 30, 2021, the Company reflected amortization of right of use asset of $74 related to these leases, resulting in a net asset balance of $448 as of September 30, 2021.

In accordance with ASC 842, the right-of-use assets are being amortized over the life of the underlying leases.

As of December 31, 2020, lease liabilities totaled $685, made up of finance lease liabilities of $16 and operating lease liabilities of $669. During the nine months ended September 30, 2021, the Company terminated $13 of finance leases, and made payments of $2 towards its finance lease liability and $78 towards its operating lease liability. As of September 30, 2021, operating lease liabilities totaled $592.

As of September 30, 2021, the weighted average remaining lease terms for operating leases are 3.25 years. The weighted average discount rate for operating leases is 12.6%.

Common Stock

9 Months Ended

Sep. 30, 2021

Equity [Abstract]

Common Stock

9. Common Stock

Common stock issuance

On May 5, 2021, the Company entered into a placement agency agreement with Roth Capital Partners, LLC (the “Placement Agent”) and a securities purchase agreement with a certain purchaser for the purchase of shares of the Company’s common stock, par value $0.0001 per share, in an offering of securities registered under an effective registration statement filed with the Securities and Exchange Commission (“SEC”). In the offering, the Company sold 6,680,000 shares of common stock, at a price of $1.18 per share. The offering closed on May 7, 2021, and total proceeds received, net of fees, were $7,327. The Placement Agent was paid a total cash fee at the closing of the Offering equal to 6.5% of the gross cash proceeds received by the Company from the sale of the shares of common stock in the offering.

Common stock repurchases

During the nine months ended September 30, 2021, the Company repurchased 13,493 shares of common stock from an officer for $15 based on the market value of share on the date repurchased. The Company retired the shares.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI http://asc.fasb.org/topic&trid=2208762

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Stock-Based Compensation

9 Months Ended

Sep. 30, 2021

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation

10. Stock-Based Compensation

Restricted common stock

The following table summarizes restricted stock activity during the nine months ended September 30, 2021:

	Unvested Shares			Issuable Shares			Fair Value at Date of Issuance			Weighted Average Grant Date Fair Value
Balance, December 31, 2020		150,000			-		$	92			0.89
Granted		245,900			-			226			0.92
Vested		(221,252	)		221,252			-			-
Forfeited		(2,009	)								0.89
Issued		-			(221,252	)		(236	)		-
Balance, September 30, 2021		172,639			-		$	82		$	0.89

On January 26, 2021, the board of directors of Reed’s, pursuant to a joint recommendation from its governance and compensation committees, set the cash compensation of its non-employee directors at $50,000 for fiscal 2021, payable quarterly in accordance with the company’s policies for non-employee director compensation. In addition, the Company granted 245,900 restricted stock awards to five non-employee directors. 61,475 of these restricted stock awards vested on February 1, 2021, May 1, 2021, August 1, 2021. The remaining 61,475 restricted stock awards will vest equally on November 1, 2021. The aggregate fair value of the stock awards was $226 based on the market price of our common stock price which was $0.92 per share on the date of grants and is amortized as shares vest.

The total fair value of vested restricted common stock vesting during the nine months ended September 30, 2021, and 2020 was $226 and $285, respectively, and is included in general and administrative expenses in the accompanying statements of operations. As of September 30, 2021, the amount of unvested compensation related to issuances of restricted common stock was $82, which will be recognized as an expense in future periods as the shares vest. When calculating basic loss per share, these shares are included in weighted average common shares outstanding from the time they vest. When calculating diluted net income per share, these shares are included in weighted average common shares outstanding as of their grant date.

Stock options

The following table summarizes stock option activity during the nine months ended September 30, 2021:

Schedule of Stock Option Activity

	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Terms (Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2020		9,417,898		$	1.19		6.09	$	78
Granted		3,386,882		$	1.05
Exercised		(63,000	)	$	0.50
Unvested forfeited		(1,330,397	)	$	1.28
Vested forfeited		(150,507	)	$	3.01
Outstanding at September 30, 2021		11,260,876		$	1.12		8.30	$	80
Exercisable at September 30, 2021		3,637,523		$	1.24		6.95	$	80

During the nine months ended September 30, 2021, the Company received proceeds of $32 and issued 63,000 shares of common shares on the exercise of stock options.

During the nine months ended September 30, 2021, the Company approved options exercisable into 3,386,882 shares to be issued pursuant to Reed’s 2020 Equity Incentive Plan. 3,386,882 options were issued to employees, 1,693,441 options vesting annually over a four-year vesting period, and 1,693,441 options that will vest based on performance criteria to be established by the board of directors

The stock options are exercisable at prices ranging from $0.98 to $1.18 per share and expire in ten years. The total fair value of these options at grant date was approximately $2,345, which was determined using a Black-Scholes-Merton option pricing model with the following average assumption: stock price of $1.06 per share, expected term of six years, volatility of 79%, dividend rate of 0%, and weighted average risk-free interest rate of 0.98%. The expected term represents the weighted-average period of time that share option awards granted are expected to be outstanding giving consideration to vesting schedules and historical participant exercise behavior; the expected volatility is based upon historical volatility of the Company’s common stock; the expected dividend yield is based on the fact that the Company has not paid dividends in the past and does not expect to pay dividends in the future; and the risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of measurement corresponding with the expected term of the share option award.

During the nine months ended September 30, 2021, and 2020, the Company recognized $1,264 and $722 of compensation expense relating to vested stock options. As of September 30, 2021, the aggregate amount of unvested compensation related to stock options was approximately $3,683 which will be recognized as an expense as the options vest in future periods through March 28, 2025.

As of September 30, 2021, the outstanding and exercisable options have an intrinsic value of $80 and $80, respectively. The aggregate intrinsic value was calculated as the difference between the closing market price as of September 30, 2021, which was $0.60, and the exercise price of the outstanding stock options.

Stock Warrants

9 Months Ended

Sep. 30, 2021

Stock Warrants

Stock Warrants

11. Stock Warrants

The following table summarizes stock warrant activity during the nine months ended September 30, 2021:

Schedule of Warrant Activity

	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Terms (Years)		Aggregate Intrinsic Value

Outstanding at December 31, 2020		3,362,241		$	1.56		2.49	$	-
Exercised		-			-
Forfeited		(263,762	)	$	4.04
Outstanding at September 30, 2021		3,098,479		$	1.35		1.92	$	-
Exercisable at September 30, 2021		3,098,479		$	1.35		1.92	$	-

There were no warrant transactions during the nine months ended September 30, 2021. As of September 30, 2021, the outstanding and exercisable warrants have no intrinsic value. The intrinsic value was calculated as the difference between the closing market price as of September 30, 2021, which was $0.60, and the exercise price of the Company’s warrants to purchase common stock.

Related Party Activities

9 Months Ended

Sep. 30, 2021

Related Party Activities

12. Related Party Activities

On December 31, 2018, the Company completed the sale of its Los Angeles manufacturing plant to California Custom Beverage, LLC (“CCB”), an entity owned by Christopher J. Reed, a related party, and CCB assumed the monthly payments on our lease obligation for the Los Angeles manufacturing plant. Our release from the obligation by the lessor, however, is dependent upon CCB’s deposit of $1,200 of security with the lessor. The deposit is secured by Mr. Reed’s pledge of common stock to the lessor and guaranteed personally by Mr. Reed and his wife. As of September 30, 2021, $800 has been deposited with the lessor and Mr. Reed has placed approximately 363,000 pledged shares valued at $218 that remain in escrow with the lessor.

Beginning in 2019, we receive a 5% royalty on CCB’s private label sales to existing customers for three years and a 5% referral fee on CCB’s private label sales to referred customers for three years. During the nine months ended September 30, 2021, and 2020, the Company recorded royalty revenue from CCB of $4 and $26, respectively.

At December 31, 2020, the Company had an aggregate receivable balance from CCB of $682 at December 31, 2020. During the nine months ended September 30, 2021, the Company recorded royalty revenue receivable of $4, and advanced expenses of $140, leaving an aggregate receivable balance of $826 at September 30, 2021.

At September 30, 2021, and December 31, 2020, the Company had accounts payable due to CCB of $856 and $577, respectively.

Any over-advance on the Company’s line of credit with Rosenthal was guaranteed by an irrevocable stand-by letter of credit in the amount of $1,500, issued by Daniel J. Doherty III and the Daniel J. Doherty, III 2002 Family Trust, affiliates of Raptor/Harbor Reeds SPV LLC (“Raptor”). On March 11, 2021, the Company entered into an amendment to the financing agreement, releasing that irrevocable standby letter of credit of $1,500 by Raptor with a $2,000 pledge of securities to Rosenthal by John J. Bello and Nancy E. Bello, as Co-Trustees of The John and Nancy Bello Revocable Living Trust. John J. Bello, current Chairman and former Interim Chief Executive Officer of Reed’s, is a related party. He is also a greater than 5% beneficial owner of Reed’s common stock. As consideration for the collateral support, Mr. Bello received 400,000 shares of Reed’s restricted stock (see Note 6).

Lindsay Martin, daughter of a director of the Company, is employed as Vice President of Marketing. Ms. Martin was paid approximately $178 and $129, respectively, for her services during the nine months ended September 30, 2021, and 2020, respectively.

Subsequent Events

9 Months Ended

Sep. 30, 2021

Subsequent Events [Abstract]

Subsequent Events

13. Subsequent Events

Subsequent to September 30, 2021, the Company issued 61,475 shares of common stock on the vesting of restricted stock awards.

Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Use of estimates

Use of estimates

Revenue Recognition

Revenue Recognition

All of the Company’s products are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them.

Loss per Common Share

Loss per Common Share

	September 30, 2021		September 30, 2020
Unvested restricted common stock		172,639		244,740
Options		11,260,876		4,716,357
Warrants		3,098,479		6,413,782
Common stock equivalent of Series A Convertible Preferred stock		37,644		37,644
Convertible note to a related party		-		2,266,667
Common stock issuable		-		350,000
Total		14,569,638		14,029,190

The Series A Convertible Preferred Stock is convertible into Common shares at the rate of 1:4.

Stock Compensation Expense

Stock Compensation Expense

Advertising Costs

Advertising Costs

Concentrations

Concentrations

Fair Value of Financial Instruments

Fair Value of Financial Instruments

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.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

- Definition

Disclosure of accounting policy for revenue from contract with customer.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 17
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130561-203045

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 20
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130566-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130563-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 20
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130566-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130563-203045

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123372394&loc=d3e18823-107790

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 20
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130566-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 19
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130564-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 20
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130566-203045

+ Details

Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Schedule of Potentially Dilutive Securities

	September 30, 2021		September 30, 2020
Unvested restricted common stock		172,639		244,740
Options		11,260,876		4,716,357
Warrants		3,098,479		6,413,782
Common stock equivalent of Series A Convertible Preferred stock		37,644		37,644
Convertible note to a related party		-		2,266,667
Common stock issuable		-		350,000
Total		14,569,638		14,029,190

Inventory (Tables)

9 Months Ended

Sep. 30, 2021

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventory is valued at the lower of cost (first-in, first-out) or net realizable value, and net of reserves is comprised of the following (in thousands):

	September 30, 2021		December 31, 2020
Raw materials and packaging	$	10,068	$	6,793
Finished products		5,446		4,326
Total	$	15,514	$	11,119

Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2021

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment is comprised of the following (in thousands):

Schedule of Property and Equipment

	September 30, 2021			December 31, 2020
Right-of-use assets under operating leases	$	724		$	724
Right-of-use assets under finance leases		-			54
Computer hardware and software		400			400
Machinery and equipment		198			103
Total cost		1,322			1,281
Accumulated depreciation and amortization		(498	)		(361	)
Net book value	$	824		$	920

Schedule of Equipment Held for Sale

Equipment held for sale consists of the following (in thousands):

Schedule of Equipment Held for Sale

	September 30, 2021			December 31, 2020
Equipment held for sale	$	163		$	163
Reserve		(96	)		(96	)
Net book value	$	67		$	67

Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Intangible Assets

Intangible assets consist of the following (in thousands):

Summary of Intangible Assets

	September 30, 2021		December 31, 2020
Brand names	$	576	$	576
Trademarks		45		39
Total	$	621	$	615

Line of Credit (Tables)

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Schedule of Amount Outstanding Under Credit Facilities

Amounts outstanding under the Company’s credit facilities are as follows (in thousands):

September 30,

2021

December 31,

2020

Line of credit

8,255

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2021

Share-based Payment Arrangement [Abstract]

Summary of Non-vested Restricted Stock Activity

The following table summarizes restricted stock activity during the nine months ended September 30, 2021:

	Unvested Shares			Issuable Shares			Fair Value at Date of Issuance			Weighted Average Grant Date Fair Value
Balance, December 31, 2020		150,000			-		$	92			0.89
Granted		245,900			-			226			0.92
Vested		(221,252	)		221,252			-			-
Forfeited		(2,009	)								0.89
Issued		-			(221,252	)		(236	)		-
Balance, September 30, 2021		172,639			-		$	82		$	0.89

Schedule of Stock Option Activity

The following table summarizes stock option activity during the nine months ended September 30, 2021:

Schedule of Stock Option Activity

	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Terms (Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2020		9,417,898		$	1.19		6.09	$	78
Granted		3,386,882		$	1.05
Exercised		(63,000	)	$	0.50
Unvested forfeited		(1,330,397	)	$	1.28
Vested forfeited		(150,507	)	$	3.01
Outstanding at September 30, 2021		11,260,876		$	1.12		8.30	$	80
Exercisable at September 30, 2021		3,637,523		$	1.24		6.95	$	80

Stock Warrants (Tables)

9 Months Ended

Sep. 30, 2021

Stock Warrants

Schedule of Warrant Activity

The following table summarizes stock warrant activity during the nine months ended September 30, 2021:

Schedule of Warrant Activity

	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Terms (Years)		Aggregate Intrinsic Value

Outstanding at December 31, 2020		3,362,241		$	1.56		2.49	$	-
Exercised		-			-
Forfeited		(263,762	)	$	4.04
Outstanding at September 30, 2021		3,098,479		$	1.35		1.92	$	-
Exercisable at September 30, 2021		3,098,479		$	1.35		1.92	$	-

Basis of Presentation and Liquidity (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Jun. 30, 2021	Dec. 31, 2020	Jun. 30, 2020	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ 3,887	$ 2,590	$ 11,536	$ 6,920
Net Cash Provided by (Used in) Operating Activities			15,305	6,768
Cash	941		941			$ 595
Borrowing capacity	1,293		1,293			5,166
Stockholders' Equity	8,177	$ 558	8,177	$ 558	$ 11,566	10,404	$ 2,866	$ 1,147
Working capital	$ 7,102		$ 7,102			$ 9,528

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=123570139&loc=d3e3602-108585

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 17: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124509347&loc=SL7669619-108580

Reference 25: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124509347&loc=SL7669625-108580

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

+ Details

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 852
-SubTopic 10
-Section 55
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 4.E)
-URI http://asc.fasb.org/extlink&oid=122038336&loc=d3e74512-122707

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(31))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

+ Details

Schedule of Potentially Dilutive Securities (Details) - shares shares in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	14,569,638	14,029,190
Unvested Restricted Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	172,639	244,740
Equity Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	11,260,876	4,716,357
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	3,098,479	6,413,782
Common Stock Equivalent of Series A Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	37,644	37,644
Convertible Note to a Related Party [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		2,266,667
Common Stock Issuable [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		350,000

Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Product Information [Line Items]
Advertising costs	$ 347	$ 536	$ 1,050	$ 1,141
Customer One [Member] \| Revenue Benchmark [Member] \| Product Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage	24.00%	24.00%	21.00%	25.00%
Customer Two [Member] \| Revenue Benchmark [Member] \| Product Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage		12.00%	11.00%	13.00%
Customer [Member] \| Revenue Benchmark [Member] \| Product Concentration Risk [Member] \| Maximum [Member]
Product Information [Line Items]
Concentration risk, percentage			10.00%
Customer [Member] \| Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage			27.00%		23.00%
Customer [Member] \| Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Maximum [Member]
Product Information [Line Items]
Concentration risk, percentage			10.00%
Vendor One [Member] \| Revenue Benchmark [Member] \| Product Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage	13.00%	13.00%	12.00%
Vendor One [Member] \| Accounts Payable [Member] \| Product Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage			13.00%		12.00%
Vendor Two [Member] \| Revenue Benchmark [Member] \| Product Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage	12.00%	11.00%	12.00%	11.00%
Vendor Two [Member] \| Accounts Payable [Member] \| Product Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage			10.00%
Vendor [Member] \| Revenue Benchmark [Member] \| Product Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage			10.00%	11.00%
Vendor Two [Member] \| Accounts Payable [Member] \| Product Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage			10.00%

Schedule of Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Raw materials and packaging	$ 10,068	$ 6,793
Finished products	5,446	4,326
Total	$ 15,514	$ 11,119

Inventory (Details Narrative) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Inventory valuation reserves	$ 130	$ 194

Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Total cost	$ 1,322	$ 1,281
Accumulated depreciation and amortization	(498)	(361)
Net book value	824	920
Right-of-use Assets Under Operating Leases [Member]
Property, Plant and Equipment [Line Items]
Total cost	724	724
Right-of-use Assets Under Finance Leases [Member]
Property, Plant and Equipment [Line Items]
Total cost		54
Computer Hardware And Software [Member]
Property, Plant and Equipment [Line Items]
Total cost	400	400
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Total cost	$ 198	$ 103

Schedule of Equipment Held for Sale (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Equipment held for sale	$ 163	$ 163
Reserve	(96)	(96)
Net book value	$ 67	$ 67

Property and Equipment (Details Narrative) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Property, Plant and Equipment [Line Items]
Depreciation	$ 106	$ 56
Amortization of right-of-use assets	74	$ 89
Right-of-use Assets Under Finance Leases [Member]
Property, Plant and Equipment [Line Items]
Net book value of disposed right-of-use assets under finance leases	48
Accumulated amortization	38
Amount terminated related to finance leases	$ 13

Summary of Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Brand names	$ 576	$ 576
Trademarks	45	39
Total	$ 621	$ 615

Intangible Assets (Details Narrative) $ in Thousands	9 Months Ended
Intangible Assets (Details Narrative) $ in Thousands	Sep. 30, 2021 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Impairment of intangible assets	$ 0
Intangible asset capitalized cost	$ 6

Schedule of Amount Outstanding Under Credit Facilities (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Debt Disclosure [Abstract]
Line of credit	$ 8,255

- Definition

The carrying value as of the balance sheet date of the current portion of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

Line of Credit (Details Narrative) - USD ($)			3 Months Ended	9 Months Ended
Line of Credit (Details Narrative) - USD ($)	Mar. 11, 2021	Oct. 04, 2018	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Debt Instrument [Line Items]
Letter of credit.		$ 1,500,000	$ 1,500	$ 1,500
Line of credit description	On March 11, 2021, the Company entered into an amendment to the financing agreement, releasing that irrevocable standby letter of credit of $1,500 by Raptor with a $2,000 pledge of securities to Rosenthal by John J. Bello and Nancy E. Bello, as Co-Trustees of The John and Nancy Bello Revocable Living Trust.			On March 11, 2021, the Company entered into an amendment to the financing agreement, releasing that irrevocable standby letter of credit of $1,500 by Raptor with a $2,000 pledge of securities to Rosenthal by John J. Bello and Nancy E. Bello, as Co-Trustees of The John and Nancy Bello Revocable Living Trust.
Shares issued restricted stock, value			65,000	$ 234,000	$ 285,000
Amortization of prepaid financing costs				147,000
Annual fees			$ 130,000	$ 130,000
Percentage of fees on borrowing capacity			1.00%	1.00%
Line of credit			$ 13,000,000	$ 13,000,000
Amortization of debt discount				162,000	$ 290,000
Prepaid Expenses and Other Current Assets [Member]
Debt Instrument [Line Items]
Unamortized debt discount						$ 162,000
John J. Bello [Member]
Debt Instrument [Line Items]
Amortization of prepaid financing costs				$ 272,000
John J. Bello [Member] \| Beneficial Owner [Member]
Debt Instrument [Line Items]
Equity ownership percentage			5.00%	5.00%
Shares issued restricted stock				400,000
Shares issued restricted stock, value				$ 472,000
Financing Agreement [Member] \| Rosenthal and Rosenthal, Inc. [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity		13,000,000
Excess of permitted borrowing amount		$ 4,000,000
Line of Credit Facility, Remaining Borrowing Capacity			$ 1,293,000	$ 1,293,000
Line of credit facility, expiration date		Mar. 30, 2021
Line of credit, interest rate		4.75%
Minimum monthly fees		$ 4,000
Financing Agreement [Member] \| Rosenthal and Rosenthal, Inc. [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Line of credit, interest rate		2.00%
Financing Agreement [Member] \| Rosenthal and Rosenthal, Inc. [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Line of credit, interest rate		3.50%

Note Payable (Details Narrative) - USD ($) $ in Thousands	9 Months Ended
Note Payable (Details Narrative) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Apr. 20, 2020
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Note payable		$ 770
Note payable, current		$ 599
Loan forgiveness gain on debt	770
Remaining balance of loan forgiveness of debt	$ 0
Paycheck Protection Program [Member] \| City National Bank [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Aggregate amount			$ 770

Leases Liabilities (Details Narrative) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Operating Lease, Right-of-Use Asset, Amortization Expense	$ 74	$ 89
Operating lease, right-of-use asset	448
Lease liabilities	592		$ 685
Finance leases liability			16
Finance lease terminated	13
Payments of finance lease liability	2
Payments of operating lease liability	$ 78	$ 18
Weighted average remaining lease term for operating lease	3 years 3 months
Weighted average discount rate for operating lease	12.60%
Operating Lease Liability [Member]
Operating leases liability			$ 669

Common Stock (Details Narrative) - USD ($)	May 07, 2021	May 05, 2021	Sep. 30, 2021	Dec. 31, 2020
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock, par value			$ 0.0001	$ 0.0001
Number of shares sold		6,680,000
Sale of stock price per share		$ 1.18
Proceeds from issuance of common stock	$ 7,327
Description on sale of stock		The Placement Agent was paid a total cash fee at the closing of the Offering equal to 6.5% of the gross cash proceeds received by the Company from the sale of the shares of common stock in the offering.
Common stock shares repurchases			13,493
Common stock value repurchases			$ 15,000
Securities Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock, par value		$ 0.0001

Summary of Non-vested Restricted Stock Activity (Details) - Restricted Stock [Member] $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2021 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested Shares, beginning balance	150,000
Issuable Shares, beginning balance
Fair Value Unvested, beginning balance \| $	$ 92
Weighted Average Grant Date Fair Value, Unvested, beginning balance \| $ / shares	$ 0.89
Unvested Shares, Granted	245,900
Issuable Shares, Granted
Fair Value, Granted \| $	$ 226
Weighted Average Grant Date Fair Value, Granted \| $ / shares	$ 0.92
Unvested Shares, Vested	(221,252)
Issuable Shares, Vested	221,252
Fair Value, Vested \| $
Weighted Average Grant Date Fair Value, Vested \| $ / shares
Unvested Shares, Forfeited	(2,009)
Weighted Average Grant Date Fair Value, Forfeited \| $ / shares	$ 0.89
Unvested Shares, Issued
Issuable Shares, Issued	(221,252)
Fair Value, Issued \| $	$ (236)
Weighted Average Grant Date Fair Value, Issued \| $ / shares
Unvested Shares, ending balance	172,639
Issuable Shares, ending balance
Fair Value, Unvested, ending balance \| $	$ 82
Weighted Average Grant Date Fair Value, Unvested, ending balance \| $ / shares	$ 0.89

Schedule of Stock Option Activity (Details) - Equity Option [Member] $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2021 USD ($) $ / shares shares
Offsetting Assets [Line Items]
Shares Outstanding, Beginning balance \| shares	9,417,898
Weighted-Average Exercise Price, Outstanding, Beginning \| $ / shares	$ 1.19
Weighted-Average Remaining Contractual Terms (Years), Outstanding Beginning	6 years 1 month 2 days
Aggregate Intrinsic Value, Shares Outstanding, Begining \| $	$ 78
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross \| shares	3,386,882
Weighted-Average Exercise Price, Granted \| $ / shares	$ 1.05
Shares, Exercised \| shares	(63,000)
Weighted-Average Exercise Price, Exercised \| $ / shares	$ 0.50
Shares, Unvested forfeited or expired \| shares	(1,330,397)
Weighted-Average Exercise Price, Unvested forfeited or expired \| $ / shares	$ 1.28
Shares, Vested forfeited or expired \| shares	(150,507)
Weighted-Average Exercise Price, Vested forfeited or expired \| $ / shares	$ 3.01
Shares Outstanding, Ending Balance \| shares	11,260,876
Weighted-Average Exercise Price, Outstanding, Ending \| $ / shares	$ 1.12
Weighted-Average Remaining Contractual Terms (Years), Outstanding Ending	8 years 3 months 18 days
Aggregate Intrinsic Value, Shares Outstanding, Ending \| $	$ 80
Shares Exercisable \| shares	3,637,523
Weighted-Average Exercise Price, Exercisable Ending Balance \| $ / shares	$ 1.24
Weighted-Average Remaining Contractual Terms (Years), Exercisable Ending Balance	6 years 11 months 12 days
Aggregate Intrinsic Value, Shares Exercisable Ending Balance \| $	$ 80

Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended		12 Months Ended
	Jan. 26, 2021	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued restricted stock, value		$ 65		$ 234	$ 285
Proceeds from stock option exercised				$ 32
2020 Incentive Compensation Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant			3,386,882		3,386,882
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term				6 years
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate				0.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate				0.98%
2020 Incentive Compensation Plan [Member] \| Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate				79.00%
2017 Incentive Compensation Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share Price		$ 1.06		$ 1.06
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period				10 years
Fair value of options granted				$ 2,345
2017 Incentive Compensation Plan [Member] \| Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share Price		0.98		$ 0.98
2017 Incentive Compensation Plan [Member] \| Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share Price		$ 1.18		$ 1.18
Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued restricted stock, value
Exercise of options, shares		5,000	27,500	63,000	27,500
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares vested				221,252
Stock Issued During Period, Value, Restricted Stock Award, Gross				$ 226	$ 285
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount		$ 82		$ 82
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross
Share-based Payment Arrangement, Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount		3,683		$ 3,683
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number				1,693,441
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period						4 years
Number of options vested.						1,693,441
Share-based Payment Arrangement, Expense				$ 1,264	$ 722
Outstanding options, intrinsic value		80		80
Exercisable, intrinsic value		$ 80		$ 80
Exercise price, outstanding stock options				$ 0.60
Non Employee Directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cash compensation	$ 50,000
Non Employee Directors [Member] \| Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares awarded	245,900
Shares issued restricted stock, value	$ 226
Exercise price fair value	$ 0.92
Non Employee Directors [Member] \| Restricted Stock [Member] \| February 1, 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares vested	61,475
Non Employee Directors [Member] \| Restricted Stock [Member] \| May 1, 2021, August 1, 2021, and November 1, 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares expect to vest	61,475
Employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross				3,386,882

Schedule of Warrant Activity (Details) - Warrant [Member]	9 Months Ended
	Sep. 30, 2021 USD ($) $ / shares shares
Shares Outstanding, Beginning Balance \| shares	3,362,241
Weighted-Average Exercise Price, Outstanding Beginning Balance \| $ / shares	$ 1.56
Weighted-Average Remaining Contractual Terms (Years), Outstanding Beginning Balance	2 years 5 months 26 days
Aggregate Intrinsic Value Shares Outstanding Beginning \| $
Shares, Exercised \| shares
Weighted-Average Exercise Price, Exercised \| $ / shares
Shares, Forfeited or expired \| shares	(263,762)
Weighted-Average Exercise Price, Forfeited or expired \| $ / shares	$ 4.04
Shares Outstanding, Ending Balance \| shares	3,098,479
Weighted-Average Exercise Price, Outstanding Ending Balance \| $ / shares	$ 1.35
Weighted-Average Remaining Contractual Terms (Years), Outstanding Ending Balance	1 year 11 months 1 day
Aggregate Intrinsic Value Shares Outstanding Ending \| $
Shares Exercisable, Ending Balance \| shares	3,098,479
Weighted-Average Exercise Price, Exercisable Ending Balance \| $ / shares	$ 1.35
Weighted-Average Remaining Contractual Terms (Years), Exercisable Ending Balance	1 year 11 months 1 day
Aggregate Intrinsic Value Shares Exercisable \| $

Stock Warrants (Details Narrative) $ / shares in Units, $ in Thousands	Sep. 30, 2021 USD ($) $ / shares
Warrant [Member]
Number of warrants outstanding, intrinsic value	$ 0
Aggregate intrinsic value	$ 0
Stock Warrants [Member]
Stock price \| $ / shares	$ 0.60

Related Party Activities (Details Narrative) - USD ($)		3 Months Ended	9 Months Ended
Related Party Activities (Details Narrative) - USD ($)	Mar. 11, 2021	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Oct. 04, 2018
Related Party Transaction [Line Items]
Value of common stock placed		$ (6,000)	$ 7,327,000	$ 5,310,000
Receivable from related party		826,000	826,000
Letter of credit.		1,500	$ 1,500					$ 1,500,000
Line of credit description	On March 11, 2021, the Company entered into an amendment to the financing agreement, releasing that irrevocable standby letter of credit of $1,500 by Raptor with a $2,000 pledge of securities to Rosenthal by John J. Bello and Nancy E. Bello, as Co-Trustees of The John and Nancy Bello Revocable Living Trust.		On March 11, 2021, the Company entered into an amendment to the financing agreement, releasing that irrevocable standby letter of credit of $1,500 by Raptor with a $2,000 pledge of securities to Rosenthal by John J. Bello and Nancy E. Bello, as Co-Trustees of The John and Nancy Bello Revocable Living Trust.
Royalty [Member]
Related Party Transaction [Line Items]
Royalty revenue			$ 4,000	26,000
Chris Reed [Member]
Related Party Transaction [Line Items]
Deposit of security with lessor		800,000	$ 800,000
Number of common stock value placed			363,000
Value of common stock placed			$ 218,000
Receivable from related party		$ 140,000	$ 140,000
John J. Bello [Member] \| Beneficial Owner [Member]
Related Party Transaction [Line Items]
Equity ownership percentage		5.00%	5.00%
Shares issued restricted stock			400,000
Lindsay Martin [Member] \| Vice President [Member]
Related Party Transaction [Line Items]
Amount paid for service			$ 178,000	$ 129,000
California Custom Beverage, LLC [Member] \| Chris Reed [Member]
Related Party Transaction [Line Items]
Deposit of security with lessor							$ 1,200,000
Royalty percentage						5.00%
Referral fee percentage						5.00%
Receivable from related party					$ 682,000
Royalty revenue receivable		$ 4,000	4,000
Inventory advances			140,000
Accounts payable due to related parties		$ 856,000	$ 856,000		$ 577,000

Subsequent Events (Details Narrative)	Nov. 09, 2021 shares
Subsequent Event [Member]
Subsequent Event [Line Items]
Number of shares issued on restricted stock awards	61,475