0001493152-24-012505 | 10-K | XBRL Viewer

Transactions with California Custom Beverage, LLC, former related party (Tables)

12 Months Ended

Dec. 31, 2023

At December 31, 2023 and 2022, accounts receivable due from and accounts payable due to CCB were as follows:

Schedule of Related Parties

	December 31, 2023			December 31, 2022
Accounts receivable, net of provision of $1,123 and $538 at December 31, 2023 and 2022, respectively		259			777
Accounts payable		(259	)		(2,025	)
Net (payable) receivable		-			(1,248	)

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include estimates for credit loss reserves for accounts receivable, assumptions used in valuing inventories at net realizable value, impairment testing of recorded long-term tangible and intangible assets, the realizability of deferred tax assets and the related valuation allowance, accruals for potential liabilities, assumptions made in valuing stock instruments issued for services, and assumptions used in the determination of the Company’s liquidity.

Accounts Receivable

Accounts Receivable

Accounts receivable are generally recorded at the invoiced amounts net of an allowance for credit losses, which is an estimate of amounts that may not be collectible. The Company evaluates the collectability of its trade accounts receivable based on a number of factors. In circumstances where the Company becomes aware of a specific customer’s inability to meet its financial obligations to the Company, a specific reserve for credit losses is estimated and recorded, which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected. In addition to specific customer identification of potential credit losses, credit losses are recorded based on the Company’s historical losses and an overall assessment of past due trade accounts receivable outstanding. As of December 31, 2023 and December 31, 2022, the allowance for credit losses was $860 and $252, respectively.

Inventory

Inventory

Inventory is stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out (“FIFO”) basis. The Company regularly reviews inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on our estimated forecast of product demand and our ability to sell the product(s) concerned. Demand for our products can fluctuate significantly. Factors that could affect demand for our products include unanticipated changes in consumer preferences, general market conditions or other factors, which may result in cancellations of advance orders or a reduction in the rate of reorders placed by customers. Additionally, our management’s estimates of future product demand may be inaccurate, which could result in an understated or overstated provision required for excess and obsolete inventory. At December 31, 2023, and 2022, inventory has been reduced by cumulative write-downs for inventory aggregating $1,434 and $479, respectively.

Property and Equipment

Property and Equipment

Property and equipment are stated at cost. Expenditures for major renewals and improvements that extend the useful lives of property and equipment or increase production capacity are capitalized, and expenditures for repairs and maintenance are charged to expense as incurred. Depreciation is calculated using accelerated and straight-line methods over the estimated useful lives of the assets as follows:

Property and Equipment Type		Years of Depreciation
Computer hardware and software		3-5 years
Machinery and equipment		5 years

Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is an indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the years ended December 31, 2023 and 2022, the Company determined there were no indicators of impairment of its property and equipment.

Intangible Assets

Intangible Assets

Intangible assets are comprised of indefinite-lived brand names acquired, so classified because we anticipate that these brand names will contribute cash flows to the Company perpetually. Indefinite-lived intangible assets are not amortized but are assessed for impairment annually, or more frequently if events or circumstances indicate that assets might be impaired and evaluated annually to determine whether the indefinite useful life is appropriate. As part of our impairment test, we first assess qualitative factors to determine whether it is more likely than not the asset is impaired. If further testing is necessary, we compare the estimated fair value of our asset with its book value. If the carrying amount of the asset exceeds its fair value, as determined by its discounted cash flows, an impairment loss is recognized in an amount equal to that excess. For the years ended December 31, 2023 and 2022, the Company determined there was no impairment of its indefinite-lived brand names.

Revenue Recognition

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers (“ASC 606”). Revenue and costs of sales are recognized when control of the products transfers to our customer, which generally occurs upon shipment from our facilities. The Company’s performance obligations are satisfied at that time. The Company does not have any significant contracts with customers requiring performance beyond delivery, and contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfilment activity rather than a promised service to the customer. All of the Company’s products are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them.

The Company does not allow for returns, except for damaged products when the damage occurred pre-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.

Cost of Goods Sold

Cost of Goods Sold

Cost of goods sold is comprised of the costs of raw materials and packaging utilized in the manufacture of products, co-packing fees, repacking fees, in-bound freight charges, as well as certain internal transfer costs. Additionally, cost of goods sold includes direct production costs in excess of charges allocated to finished goods in production. Charges for labor and overhead allocated to finished goods are determined on a market cost basis, which may be lower than the actual costs incurred. Plant costs in excess of production allocations are expensed in the period incurred rather than added to the cost of finished goods produced. Expenses not related to the production of our products are classified as operating expenses.

Delivery and Handling Expense

Delivery and Handling Expense

Shipping and handling costs are comprised of purchasing and receiving, inspection, warehousing, transfer freight, and other costs associated with product distribution after manufacture and are included as part of operating expenses.

Advertising Costs

Advertising Costs

Advertising costs are expensed as incurred and are included in selling and marketing expense. Advertising costs aggregated $24 and $668 for the years ended December 31, 2023 and 2022, respectively.

Stock Compensation Expense

Stock Compensation Expense

The Company periodically issues stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation 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 fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods.

Income Taxes

Income Taxes

The Company uses an asset and liability approach for accounting and reporting for income taxes that allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense.

Loss per Common Share

Loss per Common Share

Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the year. Diluted earnings (loss) per share is computed by dividing the net income applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation when their effect is antidilutive.

For the years ended December 31, 2023 and 2022, 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:

	December 31, 2023		December 31, 2022
Warrants		549,292		235,946
Common stock equivalent of Series A Convertible Preferred Stock		753		753
Convertible note payable		1,514,055		955,363
Unvested restricted common stock		-		1,460
Options		145,012		164,423
Total		2,209,112		1,357,945
Anti-dilutive Securities		2,209,112		1,357,945

The Series A Convertible Preferred Stock is convertible into Common shares at the rate of 1:0.08.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company uses various inputs in determining the fair value of its financial assets and liabilities and measures these assets on a recurring basis. Financial assets recorded at fair value are categorized by the level of subjectivity associated with the inputs used to measure their fair value. Accounting Standards Codification Section 820 defines the following levels of subjectivity associated with the inputs:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly.

Level 3—Unobservable inputs in which there is little or no market data for the asset or liability which requires the Company to develop its own assumptions.

The Company believes the carrying amounts of certain financial instruments, including 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 term nature of such instruments. The carrying values of capital lease obligations and long-term financing obligations approximate their fair values because interest rates on these obligations are based on prevailing market interest rates.

Segments

Segments

Under ASC 280, Segment Reporting, operating segments are defined as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and in assessing performance. The Company has one component. Therefore, the Company’s Chief Executive Officer, who is also the CODM, makes decisions and manages the Company’s operations as a single operating segment for the manufacture and distribution of its products.

Concentrations

Concentrations

The Company’s cash balances on deposit with banks are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $250. Generally, the Company’s policy is to minimize borrowing costs by immediately applying cash receipts to borrowings against its credit facility. From time to time, however, the Company may be exposed to risk for the amounts of funds held in bank accounts in excess of the FDIC limit. To minimize the risk, the Company’s policy is to maintain cash balances with high quality financial institutions.

Gross sales. During the year ended December 31, 2023, the Company’s largest two customers accounted for 24% and 15% of gross sales, respectively. During the year ended December 31, 2022, the Company’s largest two customers accounted for 17% and 16% of gross sales, respectively. For the years ending December 31, 2023 or 2022, no other customer accounted for more than 10% revenue.

Accounts receivable. As of December 31, 2023, the Company had accounts receivable from three customers which comprised 24%, 15% and 11% of its gross accounts receivable, respectively. As of December 31, 2022, the Company had accounts receivable from two customers which comprised 19% and 11% of its gross accounts receivable, respectively. At December 31, 2023 or 2022, no other customers accounted for more than 10% of accounts receivable.

The Company utilizes co-packers to produce 100% of its products. During the year ended December 31, 2023 and the year ended December 31, 2022, the Company utilized six separate co-packers for most its production and bottling of beverage products in the United States. The Company has long-standing relationships with two different co-packers, and a third co-packing agreement with California Custom Beverage LLC (“CCB”), a former related party (see Note 13). Although there are other packers, a change in co-packers may cause a delay in the production process, which could ultimately affect operating results.

Purchases from vendors. During the year ended December 31, 2023, the Company’s largest vendor accounted for approximately 12% of all purchases. During the year ended December 31, 2022, the Company’s largest vendor accounted for approximately 12% of all purchases.

Accounts payable. As of December 31, 2023, two vendors accounted for 10% and 10% of total accounts payable, respectively. As of December 31, 2022, no vendor accounted for more than 10% of the total accounts payable.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense categories that are regularly provided to the chief operating decision maker and included in each reported measure of a segment’s profit or loss. The update also requires all annual disclosures about a reportable segment’s profit or loss and assets to be provided in interim periods and for entities with a single reportable segment to provide all the disclosures required by ASC 280, Segment Reporting, including the significant segment expense disclosures. This standard will be effective for the Company on January 1, 2024 and interim periods beginning in fiscal year 2025, with early adoption permitted. The updates required by this standard should be applied retrospectively to all periods presented in the financial statements. The Company does not expect this standard to have a material impact on its results of operations, financial position or cash flows.

In September 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. The ASU requires buyers to disclose information about their supplier finance programs. Interim and annual requirements include the disclosure of outstanding amounts under the obligations as of the end of the reporting period, and annual requirements include a roll-forward of those obligations for the annual reporting period, as well as a description of payment and other key terms of the programs. This update is effective for annual periods beginning after December 15, 2022, and interim periods within those fiscal years, except for the requirement to disclose roll-forward information, which is effective for fiscal years beginning after December 15, 2023. The Company adopted ASU 2022-04 on January 1, 2023, and there was no material impact on our financial statements.

In May 2021, the FASB issued ASU 2021-04 “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. The Company adopted ASU 2021-04 effective January 1, 2022. The adoption of ASU 2021-04 did not have any impact on the Company’s financial statement presentation or disclosures.

In September 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. The Company adopted this standard effective January 1, 2023 and there was no material impact of adopting this standard on the Company’s financial statements and related disclosures.

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

Intangible Assets (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Capitalized costs	$ 3	$ 2

Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Intangible Assets

Intangible assets consisted of the following (in thousands):

Summary of Intangible Assets

	December 31, 2023		December 31, 2022
Brand names	$	576	$	576
Trademarks		53		50
Total	$	629	$	626

Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
Statements of Cash Flows - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net loss	$ (15,523)	$ (20,057)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	142	108
Loss on disposal of property & equipment	8
Amortization of debt discount	1,137	530
Amortization of prepaid financing costs		431
Fair value of vested options	490	701
Fair value of vested restricted shares granted to directors and officers for services	3	158
Common shares issued as financing costs		37
Common shares issued for compensation	36
Product quality hold write-down	1,267
Allowance for estimated credit losses	608	37
Provision for receivable with former related party	585	538
Inventory write down	955	344
Accrued interest on convertible note	2,831	2,313
Lease liability	(187)	(161)
Changes in operating assets and liabilities:
Accounts receivable	275	(525)
Inventory	2,653	531
Prepaid expenses and other assets	528	55
Decrease in right of use assets	140	117
Accounts payable	(1,073)	(629)
Accrued expenses	859	(58)
Net cash used in operating activities	(4,266)	(15,530)
Cash flows from investing activities:
Intangible asset trademark costs	(3)	(2)
Purchase of property and equipment	(85)
Sale of property and equipment	68
Net cash used in investing activities	(20)	(2)
Cash flows from financing activities:
Proceeds from line of credit	43,836	54,564
Payments on the line of credit	(45,213)	(53,456)
Payment of debt issuance costs		(483)
Proceeds from sale of common stock	4,016	5,034
Proceeds from convertible note payable, net of expenses	3,751	12,430
Payment of convertible note payable	(200)	(3,100)
Amounts from former related party, net	(1,833)	1,029
Repurchase of common stock	(1)	(2)
Net cash provided by financing activities	4,356	16,016
Net increase in cash	70	484
Cash at beginning of period	533	49
Cash at end of period	603	533
Supplemental disclosures of cash flow information:
Cash paid for interest	1,046	1,911
Non-cash investing and financing activities:
Dividends on Series A Convertible Preferred Stock	5	5
Common Shares issued for financing costs	273
Common Shares issued for principal payment		200
Common Shares issued for interest payment		$ 1,261

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure [Table]
Net Income (Loss) Attributable to Parent	$ (15,523)	$ (20,057)

- Definition

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

+ References

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+ Details

Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended	12 Months Ended
	Feb. 12, 2024	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Subsequent Event [Line Items]
Proceeds from Related Party Debt			$ 259	$ 777
Share price			$ 4.50	$ 11.69
Common shares issued for cash, net of offering costs			$ 4,016	$ 5,034
Subsequent Event [Member] \| Common Stock [Member]
Subsequent Event [Line Items]
Share price	$ 1.50
Common shares issued for cash, net of offering costs	$ 132
Subsequent Event [Member] \| Amended And Restated Option Notes [Member]
Subsequent Event [Line Items]
Debt instrument, interest rate description	The conversion price of the Original Notes will be amended to be between 125% and 145% of the effective price of the company’s subsequent equity offering, with the premium set based on the aggregate gross proceeds realized by the company in the offering and the conversion price subject to a cap of $7.50 per share.
Subsequent Event [Member] \| Option Notes [Member]
Subsequent Event [Line Items]
Debt instrument, interest rate description	The conversion price of the Option Notes will be amended to 120% of the arithmetic average of the Daily VWAP for the five (5) VWAP Trading Days beginning on, and including, the VWAP Trading Day immediately following the consummation of an equity offering undertaken for purposes of satisfying the terms and conditions of the Waiver and Amendment
Subsequent Event [Member] \| Annum Payable Option Notes [Member]
Subsequent Event [Line Items]
Debt instrument, interest rate description	The Option Notes shall bear interest at a rate of 10% per annum, with 5% per annum payable in cash and 5% per annum payable “in kind” by adding such PIK interest to the unpaid principal amount.
Subsequent Event [Member] \| Simple Agreements For Future Equity Investments [Member] \| Stockholders [Member]
Subsequent Event [Line Items]
Proceeds from Related Party Debt		$ 4,100
Share price		$ 1.50

Schedule of Secured Convertible Notes Payable (Details) (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
ABL fees	$ 2,176	$ 648

Statements of Changes in Stockholders' Deficit - USD ($) $ in Thousands	Common Stock [Member]	Preferred Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2021		$ 94	$ 107,246	$ (103,137)	$ 4,203
Balance, shares at Dec. 31, 2021	1,874,866	9,411
Fair value of vested options			701		701
Fair value of vested restricted shares granted to officers			158		158
Fair value of vested restricted shares granted to officers, shares	8,758
Repurchase of common stock			(2)		(2)
Repurchase of common stock, shares	(265)
Issuance of shares for dividends on Series A Convertible Preferred Stock				(5)	(5)
Common shares issued for financing costs			37		37
Common shares issued for financing costs, shares	2,000
Common shares issued for interest payment			1,461		1,461
Common shares issued for interest payment, shares	262,234
Common shares issued for cash, net of offering costs			5,034		5,034
Common shares issued for cash, net of offering costs, shares	371,892
Net Loss				(20,057)	(20,057)
Balance at Dec. 31, 2022		$ 94	114,635	(123,199)	(8,470)
Balance, shares at Dec. 31, 2022	2,519,485	9,411
Fair value of vested options			490		490
Fair value of vested restricted shares granted to officers			3		3
Fair value of vested restricted shares granted to officers, shares	750
Repurchase of common stock			(1)		(1)
Repurchase of common stock, shares	(274)
Issuance of shares for dividends on Series A Convertible Preferred Stock				(5)	(5)
Common shares issued for financing costs			273		273
Common shares issued for financing costs, shares	82,438
Common shares issued for cash, net of offering costs			4,016		4,016
Common shares issued for cash, net of offering costs, shares	1,566,732
Net Loss				(15,523)	(15,523)
Common shares issued as compensation			36		36
Common shares issued as compensation, shares	18,160
Balance at Dec. 31, 2023		$ 94	$ 119,452	$ (138,727)	$ (19,181)
Balance, shares at Dec. 31, 2023	4,187,291	9,411

Inventory (Tables)

12 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventory consisted of the following (in thousands):

Schedule of Inventory

	December 31, 2023		December 31, 2022
Raw materials and packaging	$	6,445	$	8,526
Finished products		4,855		7,649
Total	$	11,300	$	16,175

Leases Liabilities (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Lease cost	$ 178	$ 178
Operating leases liability	207	394
Payments of operating lease liability	$ 187	$ 161
Weighted average remaining lease term for operating lease	1 year
Weighted average discount rate for operating lease	12.60%

Share-Based Payments

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Share-Based Payments

10. Share-Based Payments

Management believes that the ability to issue equity compensation, in order to incentivize performance by employees, directors, and consultants, is essential to the Company’s growth strategy.

On December 21, 2020, the 2020 Equity Incentive Plan (the “2020 Plan”) was approved by our shareholders. The 2020 Plan provides for the issuance of up to 300,000 shares. Options issued and forfeited under the 2020 plan contain an Evergreen provision and cannot be re-priced without shareholder approval. As of December 31, 2023, shares issuable under the 2020 Plan were 189,213.

The 2020 Plan permits the grant of options and stock awards to our employees, directors and consultants. The options may constitute either “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code or “non-qualified stock options”. The Plan is currently administered by the board of directors. The exercise price of an option granted under the plan cannot be less than 100% of the fair market value per share of common stock on the date of the grant of the option. Options may not be granted under the plan on or after the tenth anniversary of the adoption of the plan. Incentive stock options granted to a person owning more than 10% of the combined voting power of the common stock cannot be exercisable for more than five years. When an option is exercised, the purchase price of the underlying stock is received in cash, except that the plan administrator may permit the exercise price to be paid in any combination of cash, shares of stock having a fair market value equal to the exercise price, or as otherwise determined by the plan administrator.

Restricted common stock

The following table summarizes restricted stock activity during the years ended December 31, 2023, and 2022:

Summary of Restricted Stock Activity

	Unvested Shares			Issuable Shares			Fair Value at Date of Issuance			Weighted Average Grant Date Fair Value
Balance, December 31, 2021		2,223			-		$	54		$	44.75
Granted		8,839			-			156			17.68
Vested		(8,759	)		8,759			-			-
Forfeited		(803	)		-			(15	)		18.69
Issued		-			(8,759	)		(169	)		-
Balance, December 31, 2022		1,500			-			26			44.75

Granted		-			-			-			-
Vested		(750	)		750			-			-
Forfeited		(750	)		-			-			18.69
Issued		-			(750	)		(3	)		-
Balance, December 31, 2023		-			-		$	-		$	-

On January 26, 2022, 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 2022, payable quarterly in accordance with the Company’s policies for non-employee director compensation. In addition, the Company granted 8,035 restricted stock awards to five non-employee directors. 2,009 of these restricted stock awards vested on February 1, 2022, May 1, 2022, August 1, 2022, and November 1, 2022. The aggregate fair value of the stock awards was $150 based on the market price of our common stock price which was $16.00 per share on the date of grants and is amortized as shares vest.

The total fair value of restricted common stock vesting during the year ended December 31, 2023, and 2022 was $3 and $158, respectively, and is included in general and administrative expenses in the accompanying statements of operations. As of December 31, 2023, the amount of unvested compensation related to issuances of restricted common stock was $0. 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

As of December 31, 2023, the Company has issued stock options to purchase an aggregate of 145,012 shares of common stock. The Company’s stock option activity during the years ended December 31, 2023, and 2022 is as follows:

Schedule of Stock Option Activity

	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Terms (Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2021		210,530		$	56.07		7.88	$	-
Granted		14,696			11.69
Exercised		-			-
Unvested forfeited or expired		(29,050	)		58.62
Vested forfeited or expired		(31,753	)		48.90
Outstanding at December 31, 2022		164,423		$	48.90		7.58	$	-
Granted		10,037			4.50
Exercised		-			-
Unvested forfeited or expired		(10,497	)		48.74
Vested forfeited or expired		(18,951	)		54.59
Outstanding at December 31, 2023		145,012		$	45.09		6.75	$	-
Exercisable at December 31, 2023		92,917		$	52.63		6.16	$	-

During the year ended December 31, 2023, the Company approved options exercisable into 10,037 shares to be issued pursuant to Reed’s 2020 Equity Incentive Plan. 10,037 options were issued to employees, 5,016 options vesting annually over a four-year vesting period, and 5,021 options vesting based on performance criteria to be established by the board of directors.

The stock options are exercisable at a price of $4.50 per share and expire in ten years. The total fair value of these options at grant date was approximately $32, which was determined using a Black-Scholes-Merton option pricing model with the following average assumption: stock price of $4.50 share, expected term of six years, volatility of 82%, dividend rate of 0%, and weighted average risk-free interest rate of 3.59%. The expected term represents the weighted-average period of time that share option awards granted are expected to be outstanding giving consideration to vesting schedules and historical participant exercise behavior; the expected volatility is based upon historical volatility of the Company’s common stock; the expected dividend yield is based on the fact that the Company has not paid dividends in the past and does not expect to pay dividends in the future; and the risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of measurement corresponding with the expected term of the share option award.

During the year ended December 31, 2022, the Company approved options exercisable into 14,696 shares to be issued pursuant to Reed’s 2020 Equity Incentive Plan. 14,696 options were issued to employees, 7,348 options vesting annually over a four-year vesting period, and 7,348 options vesting based on performance criteria to be established by the board of directors.

The stock options are exercisable at a price of $11.69 per share and expire in ten years. The total fair value of these options at grant date was approximately $122, which was determined using a Black-Scholes-Merton option pricing model with the following average assumption: stock price of $11.69 share, expected term of six years, volatility of 82%, dividend rate of 0%, and weighted average risk-free interest rate of 2.89%. The expected term represents the weighted-average period of time that share option awards granted are expected to be outstanding giving consideration to vesting schedules and historical participant exercise behavior; the expected volatility is based upon historical volatility of the Company’s common stock; the expected dividend yield is based on the fact that the Company has not paid dividends in the past and does not expect to pay dividends in the future; and the risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of measurement corresponding with the expected term of the share option award.

During the year ended December 31, 2023 and 2022, the Company recognized $490 and $701 of compensation expense relating to vested stock options. As of December 31, 2023, the aggregate amount of unvested compensation related to stock options was approximately $443 which will be recognized as an expense as the options vest in future periods through March 28, 2027.

As of December 31, 2023, the outstanding and exercisable options have no intrinsic value. The aggregate intrinsic value was calculated as the difference between the closing market price as of December 31, 2023, which was $1.60, and the exercise price of the outstanding stock options.

Additional information regarding options outstanding and exercisable as of December 31, 2023, is as follows:

		Options Outstanding						Options Exercisable
Range of Exercise Price		Number of Shares Outstanding		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)		Number of Shares Exercisable		Weighted Average Exercise Price
$	4.00 - $12.00		23,532	$	8.47		8.68		3,369	$	11.09
$	25.00 - $37.50		20,352		29.38		6.30		18,102		28.68
$	44.00 - $66.00		85,157		49.18		6.84		55,475		48.64
$	88.00 - $120.00		11,803		85.88		3.61		11,803		85.88
$	122.00 - $183.00		4,168		129.52		5.14		4,168		129.52
			145,012	$	45.09		6.75		92,917	$	51.75

Line of Credit (Details Narrative) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
Line of Credit (Details Narrative) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Line of Credit Facility [Line Items]
Amortization of debt discount		$ 1,137	$ 530
Alterna Capital Solutions [Member]
Line of Credit Facility [Line Items]
Debt instrument term	3 years
Line of credit maximum borrowing capacity	$ 13,000	3,041
Line of credit maximum borrowing amount outstanding	$ 400
Line of credit facility current borrowing capacity		23
Line of credit facility, interest rate description	Borrowings based on receivables bears an interest of prime plus 4.75% but not less than 8.0% (13.25% at December 31, 2023 and 12.25% at December 31, 2022). Borrowings based on inventory bears an interest of prime plus 5.25% but not less than 8.5% (13.90 % at December, 31, 2023 and 12.90% at December 31, 2022). The additional over advance rider bears a rate of prime plus 12.75%, but not less than 16.00% (18.00% at December 31, 2023 and 18.00% at December 31, 2022). Additionally, the line of credit is subject to monthly monitoring fee of $1 with a minimum usage requirement on the credit facility
Line of credit	$ 1,500
Line of credit monitoring fee	1
Direct operating costs	$ 483
Amortization of line of credit period	3 years
Unamortized debt discount amount		201	$ 363
Amortization of debt discount		$ 162

Stock Warrants (Tables)

12 Months Ended

Dec. 31, 2023

Stock Warrants

Schedule of Warrant Activity

As of December 31, 2023, the Company has issued warrants to purchase an aggregate of 313,346 shares of common stock. The Company’s warrant activity during the years ended December 31, 2023, and 2022 is as follows:

Schedule of Warrant Activity

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

Outstanding at December 31, 2021		90,770		$	51.00		2.77	$	-
Granted		185,946			14.39		4.70
Exercised		-			-
Forfeited or expired		(40,770	)		80.97
Outstanding at December 31, 2022		235,946			16.99		4.45	$	-
Granted		313,346			2.59		2.39
Exercised		-			-
Forfeited or expired		-			-
Outstanding at December 31, 2023		549,292		$	8.77		2.84	$	-
Exercisable at December 31, 2023		549,292		$	8.77		2.84	$	-

Schedule of Warrants Outstanding and Exercisable

Additional information regarding warrants outstanding and exercisable as of December 31, 2023, is as follows:

		Warrants Outstanding						Warrants Exercisable
Range of Exercise Price		Number of Shares Outstanding		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)		Number of Shares Exercisable		Weighted Average Exercise Price
$	14.39 - $32.20		549,292		8.77		2.84		549,292		8.77
			549,292	$	8.77		2.84		549,292	$	8.77

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Reconciliation of Effective Income Tax Rate to U.S. Statutory Rate

For the years ended December 31, 2023 and 2022, a reconciliation of the effective income tax rate to the U.S. statutory rate is as follows:

	December 31, 2023			December 31, 2022
Federal statutory tax rate		(21	)%		(21	)%
State rate, net of federal benefit		(5	)%		(5	)%
Federal and state tax rate		(26	)%		(26	)%
Effect of change in tax rate		-	%		-	%
Valuation allowance		26	%		26	%
Effective tax rate	$	-		$	-

Schedule of Deferred Income Tax Assets

As of December 31, 2023 and 2022, significant components of the Company’s deferred tax assets and liabilities are as follows:

Schedule of Deferred Income Tax Assets

	December 31, 2023			December 31, 2022
Deferred income tax asset:
Net operating loss carryforwards	$	21,118		$	20,581
Disqualified corporate interest expense		1,650			2,886
Stock-based compensation		1,989			2,118
Accounts receivable allowances		74			225
Inventory reserves		125			375
Operating Leasr liability		103			54
Other		(70	)		(9	)
Asset impairment		58			57
Gross deferred tax assets		25,047			26,287
Valuation allowance		(24,857	)		(26,098	)
Total deferred tax assets		190			189
Deferred tax liabilities:
Operating lease right-of-use asset		(190	)		(189	)
Deferred finance costs		-			-
Total deferred tax liabilities		(190	)		(189	)
Net deferred tax asset (liability)	$	-		$	-

Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2018
Common Stock [Member]
Common shares issued for cash, net of offering costs, shares	1,566,732	371,892
Chris Reed [Member] \| California Custom Beverage, LLC [Member]
Deposit of security with lessor	$ 800		$ 1,200
Escrow deposits	$ 12
Chris Reed [Member] \| California Custom Beverage, LLC [Member] \| Common Stock [Member]
Common shares issued for cash, net of offering costs, shares	7,260

Transactions with California Custom Beverage, LLC, former related party (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2018
Related Party Transaction [Line Items]
Accounts payable to related party	$ 259	$ 2,025
California Custom Beverage, LLC [Member]
Related Party Transaction [Line Items]
Receivables		1,315
Net receivable		1,043
Accounts payable to related party	452	2,025
Christopher J. Reed [Member] \| California Custom Beverage, LLC [Member]
Related Party Transaction [Line Items]
Royalty percentage			5.00%
Notes payable	259	2,205
Receivables	1,382	1,315
Royalty receivable	297	297
Christopher J. Reed [Member] \| California Custom Beverage, LLC [Member] \| Related Party [Member]
Related Party Transaction [Line Items]
Copacking fees	$ 1,957	$ 3,718

Schedule of Warrants Outstanding and Exercisable (Details) - Warrant [Member] - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of exercise price, upper limit	$ 2.59	$ 14.39
Number of shares outstanding	549,292	235,946	90,770
Weighted average exercise price	$ 8.77	$ 16.99	$ 51.00
Weighted average remaining contractual life (years)	2 years 10 months 2 days	4 years 5 months 12 days	2 years 9 months 7 days
Number of shares exercisable	549,292
Weighted average exercise price	$ 8.77
Exercise Price One [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of shares outstanding	549,292
Weighted average exercise price	$ 8.77
Weighted average remaining contractual life (years)	2 years 10 months 2 days
Number of shares exercisable	549,292
Weighted average exercise price	$ 8.77
Exercise Price One [Member] \| Minimum [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of exercise price, upper limit	14.39
Exercise Price One [Member] \| Maximum [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of exercise price, upper limit	$ 32.20

Schedule of Secured Convertible Notes Payable (Details) - Secured Convertible Notes Payable [Member] - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Secured Convertible Note Payable	$ 14,300	$ 10,450
Accrued interest (includes excess ABL fees of $2,176 and $648)	3,883	1,052
Capitalized financing costs	(572)	(976)
Total	17,611	10,526
Current portion	(6,737)	(2,434)
Long term portion due through May, 2025	$ 10,874	$ 8,092

Summary of Restricted Stock Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Fair Value, Vested	$ 32	$ 122
Unvested Shares, Issued	145,012
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unvested Shares, beginning balance	1,500	2,223
Issuable Shares, beginning balance
Fair Value Unvested, beginning balance	$ 26	$ 54
Weighted Average Grant Date Fair Value, Unvested, beginning balance	$ 44.75	$ 44.75
Unvested Shares, Granted		8,839
Issuable Shares, Granted
Fair Value, Granted		$ 156
Weighted Average Grant Date Fair Value, Granted		$ 17.68
Unvested Shares, Vested	(750)	(8,759)
Issuable Shares, Vested	750	8,759
Fair Value, Vested
Weighted Average Grant Date Fair Value, Vested
Unvested Shares, Forfeited	(750)	(803)
Issuable Shares, Forfeited
Fair Value, Forfeited		$ (15)
Weighted Average Grant Date Fair Value, Forfeited	$ 18.69	$ 18.69
Unvested Shares, Issued
Issuable Shares, Issued	(750)	(8,759)
Fair Value, Issued	$ (3)	$ (169)
Weighted Average Grant Date Fair Value, Issued
Unvested Shares, ending balance		1,500
Issuable Shares, ending balance
Fair Value, Unvested, ending balance		$ 26
Weighted Average Grant Date Fair Value, Unvested, ending balance		$ 44.75

Summary of Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Brand names	$ 576	$ 576
Trademarks	53	50
Total	$ 629	$ 626

Line of Credit (Tables)

12 Months Ended

Dec. 31, 2023

Line Of Credit

Schedule of Amount Outstanding Under Credit Facilities

The Company’s credit facility consisted of the following (in thousands):

	December 31, 2023			December 31, 2022
Line of credit – Alterna Capital Solutions	$	9,959		$	11,337
Less: capitalized financing costs		(201	)		(363	)
Total	$	9,758		$	10,974

Schedule of Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw materials and packaging	$ 6,445	$ 8,526
Finished products	4,855	7,649
Total	$ 11,300	$ 16,175

Schedule of Information Regarding Stock Options (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Price, Upper limit	$ 4.50	$ 11.69
Number of Shares Outstanding	145,012
Weighted Average Exercise Price	$ 45.09
Weighted Average Remaining Contractual Life (years)	6 years 9 months
Number of Shares Exercisable	92,917
Weighted Average Exercise Price	$ 51.75
Exercise Price One [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Price, Lower Limit	4.00
Range of Exercise Price, Upper limit	$ 12.00
Number of Shares Outstanding	23,532
Weighted Average Exercise Price	$ 8.47
Weighted Average Remaining Contractual Life (years)	8 years 8 months 4 days
Number of Shares Exercisable	3,369
Weighted Average Exercise Price	$ 11.09
Exercise Price Two [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Price, Lower Limit	25.00
Range of Exercise Price, Upper limit	$ 37.50
Number of Shares Outstanding	20,352
Weighted Average Exercise Price	$ 29.38
Weighted Average Remaining Contractual Life (years)	6 years 3 months 18 days
Number of Shares Exercisable	18,102
Weighted Average Exercise Price	$ 28.68
Exercise Price Three [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Price, Lower Limit	44.00
Range of Exercise Price, Upper limit	$ 66.00
Number of Shares Outstanding	85,157
Weighted Average Exercise Price	$ 49.18
Weighted Average Remaining Contractual Life (years)	6 years 10 months 2 days
Number of Shares Exercisable	55,475
Weighted Average Exercise Price	$ 48.64
Exercise Price Four [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Price, Lower Limit	88.00
Range of Exercise Price, Upper limit	$ 120.00
Number of Shares Outstanding	11,803
Weighted Average Exercise Price	$ 85.88
Weighted Average Remaining Contractual Life (years)	3 years 7 months 9 days
Number of Shares Exercisable	11,803
Weighted Average Exercise Price	$ 85.88
Exercise Price Five [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Price, Lower Limit	122.00
Range of Exercise Price, Upper limit	$ 183.00
Number of Shares Outstanding	4,168
Weighted Average Exercise Price	$ 129.52
Weighted Average Remaining Contractual Life (years)	5 years 1 month 20 days
Number of Shares Exercisable	4,168
Weighted Average Exercise Price	$ 129.52

Property and Equipment

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

4. Property and Equipment

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

Schedule of Property and Equipment

	December 31, 2023			December 31, 2022
Right-of-use assets under operating leases	$	724		$	724
Computer hardware and software		400			400
Machinery and equipment		352			429
Construction in progress		85			-
Total cost		1,561			1,553
Accumulated depreciation and amortization		(1,068	)		(787	)
Net book value	$	493		$	766

Depreciation expense for the years ended December 31, 2023, and 2022 was $142 and $108, respectively, and amortization of right-of-use assets for the years ended December 31, 2023, and 2022 as $139 and $117, respectively.

During the year ended December 31, 2023, the Company disposed of its equipment costing $77 and recorded a loss on disposal of $9.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

14. Commitments and Contingencies

In 2018, CCB assumed the monthly payments on our lease obligation for a Los Angeles manufacturing plant, and our release from the obligation by the lessor, however, is dependent upon CCB’s deposit of $1,200 of security with the lessor. As of December 31, 2023, $800 has been deposited with the lessor and Chris J. Reed has placed approximately 7,260 shares of the Company’s common stock valued at $12 that remain in escrow with the lessor.

From time to time, we are a party to claims and legal proceedings arising in the ordinary course of business. Our management evaluates our exposure to these claims and proceedings individually and in the aggregate and provides for potential losses on such litigation if the amount of the loss is estimable and the loss is probable.

We believe that there are no material litigation matters at the current time. Although the results of such litigation matters and claims cannot be predicted with certainty, we believe that the final outcome of such claims and proceedings will not have a material adverse impact on our financial position, liquidity, or results of operations.

Line of Credit

12 Months Ended

Dec. 31, 2023

Line Of Credit

Line of Credit

6. Line of Credit

The Company’s credit facility consisted of the following (in thousands):

	December 31, 2023			December 31, 2022
Line of credit – Alterna Capital Solutions	$	9,959		$	11,337
Less: capitalized financing costs		(201	)		(363	)
Total	$	9,758		$	10,974

In March, 2022, the Company entered into a financing agreement for a line of credit with Alterna Capital Solutions (“ACS”) The ACS line of credit is for a term of 3 years, provides for borrowings of up to $13,000, and is secured by eligible accounts receivable and inventory, and are subject to a collateral sharing agreement with Whitebox, another secured lender (see Note 7). An over advance rider provides for up to $400 of additional borrowing above the collateralized base (the “Over Advance”) up to a total borrowing of $13,000. As of December 2023, the remaining availability under the line of credit was $23 of current availability, and $3,041 of borrowing capacity available.

Borrowings based on receivables bears an interest of prime plus 4.75% but not less than 8.0% (13.25% at December 31, 2023 and 12.25% at December 31, 2022). Borrowings based on inventory bears an interest of prime plus 5.25% but not less than 8.5% (13.90 % at December, 31, 2023 and 12.90% at December 31, 2022). The additional over advance rider bears a rate of prime plus 12.75%, but not less than 16.00% (18.00% at December 31, 2023 and 18.00% at December 31, 2022). Additionally, the line of credit is subject to monthly monitoring fee of $1 with a minimum usage requirement on the credit facility. A loan balance of less than $1,500 will bear interest at a rate in line with account receivables advances plus the monthly monitoring fee of $1.

The Company incurred $483 of direct costs of the transaction, consisting primarily of broker, bank and legal fees. These costs have been capitalized and are being amortized over the 3-year life of the ACS agreement. The unamortized debt discount balance was $363 at December 31, 2022. For the year ended December 31, 2023, amortization of debt discount was $162, and as of December 31, 2023, the remaining unamortized debt discount balance is $201.

Share-Based Payments (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	Jan. 26, 2022	Dec. 21, 2020	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option description			The exercise price of an option granted under the plan cannot be less than 100% of the fair market value per share of common stock on the date of the grant of the option. Options may not be granted under the plan on or after the tenth anniversary of the adoption of the plan. Incentive stock options granted to a person owning more than 10% of the combined voting power of the common stock cannot be exercisable for more than five years
Number of restricted shares, value			$ 3	$ 158
Share-Based Compensation Arrangement by Share-Based Payment Award, Per Share Weighted Average Price of Shares Purchased			$ 16.00
Number of option issued			145,012
Stock options exercisable price			$ 4.50	$ 11.69
Expiration years			10 years	10 years
Fair value of vested stock option			$ 32	$ 122
Stock price			$ 4.50	$ 11.69
Expected term			6 years	6 years
Volatility			82.00%	82.00%
Dividend rate			0.00%	0.00%
Weighted average risk-free interest rate			3.59%	2.89%
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of restricted shares, value			$ 3	$ 158
Share-Based Compensation Arrangement by Share-Based Payment Award, Accelerated Vesting, Number	2,009
Fair value of stock award	$ 150
Aggregate value of unvested compensation			$ 0
Number of option issued
Number of stock option shares vested			750	8,759
Fair value of vested stock option
Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Aggregate value of unvested compensation			443
Fair value of vested stock option			$ 490	$ 701
Stock price			$ 1.60
Five Non-employee Directors [Member] \| Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of restricted shares, value	$ 50,000
Stock Issued During Period, Shares, Restricted Stock Award, Gross	8,035
Board of Directors [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of stock option shares vested			5,021	7,348
2020 Compensation Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares issued for compensation		300,000
Shares issuable			189,213
2020 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock issued during period shares employee benefit plan			10,037	14,696
Number of stock option shares vested			5,016	7,348
Vesting period			4 years	4 years
2020 Equity Incentive Plan [Member] \| Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock issued during period shares employee benefit plan			10,037	14,696

Operations and Liquidity (Details Narrative)			12 Months Ended
Operations and Liquidity (Details Narrative)	Jan. 27, 2023	Jan. 25, 2023 $ / shares	Dec. 31, 2023 $ / shares	Dec. 31, 2022 $ / shares
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Shipping and handling costs			3.07	3.95
Reverse stock split	1:50 reverse split	1-for-50
Common stock par value		$ 0.0001	$ 0.0001	$ 0.0001

Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Significant Accounting Policies

2. Significant Accounting Policies

Use of Estimates

Accounts Receivable

Inventory

Property and Equipment

Property and Equipment Type		Years of Depreciation
Computer hardware and software		3-5 years
Machinery and equipment		5 years

Intangible Assets

Revenue Recognition

Cost of Goods Sold

Delivery and Handling Expense

Advertising Costs

Advertising costs are expensed as incurred and are included in selling and marketing expense. Advertising costs aggregated $24 and $668 for the years ended December 31, 2023 and 2022, respectively.

Stock Compensation Expense

Income Taxes

Loss per Common Share

	December 31, 2023		December 31, 2022
Warrants		549,292		235,946
Common stock equivalent of Series A Convertible Preferred Stock		753		753
Convertible note payable		1,514,055		955,363
Unvested restricted common stock		-		1,460
Options		145,012		164,423
Total		2,209,112		1,357,945
Anti-dilutive Securities		2,209,112		1,357,945

The Series A Convertible Preferred Stock is convertible into Common shares at the rate of 1:0.08.

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 in which there is little or no market data for the asset or liability which requires the Company to develop its own assumptions.

Segments

Concentrations

Recent Accounting Pronouncements

Schedule of Estimated Useful Lives of Property and Equipment and Related Depreciation (Details)	Dec. 31, 2023
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Expected useful life of assets	5 years
Minimum [Member] \| Computer Hardware and Software [Member]
Property, Plant and Equipment [Line Items]
Expected useful life of assets	3 years
Maximum [Member] \| Computer Hardware and Software [Member]
Property, Plant and Equipment [Line Items]
Expected useful life of assets	5 years

Property and Equipment (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 142	$ 108
Amortization of right-of-use assets	139	$ 117
Disposed of equipment costing	77
Loss on disposal	$ 9

Schedule of Potentially Dilutive Securities (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive Securities	2,209,112	1,357,945
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive Securities	549,292	235,946
Common Stock Equivalent of Series A Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive Securities	753	753
Convertible Notes Payable [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive Securities	1,514,055	955,363
Unvested Restricted Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive Securities		1,460
Equity Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive Securities	145,012	164,423

Operations and Liquidity

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Operations and Liquidity

1. Operations and Liquidity

Reed’s, Inc., (the “Company”) is the owner and maker of Reed’s Craft Ginger Beer, Reed’s Real Ginger Ale, Reed’s Classic and Stormy Mules, and Reed’s Hard Ginger Ales and Virgil’s Handcrafted Sodas. The Company was established in 1989 and is incorporated in the state of Delaware.

Liquidity

For the year ended December 31, 2023, the Company recorded a net loss of $15,523 and used cash in operations of $4,266. In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern, the Company’s management has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the accompanying financial statements were issued. As of the issuance date of these financial statements, management expects that the Company’s existing cash of $603, plus $4,100 of additional cash received subsequent to December 31, 2023, from investments with significant stockholders, will be sufficient to fund the Company’s current operating plan for at least twelve months from the date of issuance of these financial statements. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management’s assessment whether there is sufficient cash on hand, together with expected capital raises, to assure operations for a period of at least twelve months from the date these financial statements are issued, is based on conditions that are known and reasonably knowable to management, considering various scenarios, projections, and estimates and certain key assumptions. These assumptions include, among other factors, management’s ability to raise additional capital, and the expected timing and nature of the Company’s forecasted cash expenditures.

Historically, the Company has financed its operations through public and private sales of common stock, convertible debt instruments, credit lines from financial institutions, and cash generated from operations. As we seek additional sources of financing, there can be no assurance that such financing would be available to us on favorable terms or at all. Our ability to obtain additional financing in the debt and equity capital markets is subject to several factors, including market and economic conditions, our performance and investor sentiment with respect to us and our industry.

Recent Trends – Market Conditions

Although the U.S. economy continued to grow throughout 2023, the higher inflation, the actions by the Federal Reserve to address inflation, and rising energy prices create uncertainty about the future economic environment which will continue to evolve and may impact our business in future periods. The Company has experienced supply chain challenges, including increased lead times, as well as inflation of raw materials, logistics and labor costs due to availability constraints and high demand. Although the Company regularly monitors companies in our supply chain, and use alternative suppliers when necessary and available, supply chain constraints could cause a disruption in our ability to obtain raw materials required to manufacture our products and adversely affect our operations. The Company has experienced moderation in inflation and anticipates this to continue throughout 2024.

During the year ended December 31, 2023, the Company experienced moderation from the elevated freight costs experienced in 2022. The average cost of shipping and handling for year ended December 31, 2023, was $3.07 per case, as compared to $3.95 per case for the year ended December 31, 2022. Although the Company has experienced decreases in freight costs over the last three quarters, in the Company’s opinion there remains a volatile environment and the Company will continue to monitor pricing and availability in transportation. Mitigation plans have been implemented to manage this risk. The Company has been 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.

Nasdaq Delisting and now trading on the OTCQX US Market

On August 16, 2021, the Company received a written notice from the Nasdaq Listing Qualifications staff of The Nasdaq Stock Market LLC (“Nasdaq”) that the bid price of the Company’s common stock had closed at less than $1 per share over the previous 30 consecutive business days and, as a result, did not comply with Listing Rule 5550(a)(2) (the “Bid Price Rule”).

Effective January 27, 2023, the Company achieved compliance with the Bid Price Rule after effecting a 1:50 reverse split (see Reverse Stock Split below). However, after evaluating options to achieve compliance with the Minimum Stockholders’ Equity Rule, the Company’s board of directors determined not to proceed with a dilutive capital raise. On February 14, 2023, the Company received a written notice that the Nasdaq’s Listing Qualifications staff has determined that the Company’s securities were to be delisted from Nasdaq, and trading in the Company’s common stock was suspended from the Nasdaq Capital Market on February 16, 2023. On February 16, 2023, the Company’s common stock began being quoted for trading on the OTCQX US Market, operated by OTC Markets, Inc. (“OTCQX”), and the Company continues to be a reporting company under the Securities Exchange Act of 1934, as amended.

Reverse Stock Split

On January 25, 2023, the Company effectuated a 1-for-50 reverse stock split of its issued and outstanding shares of common stock, par value $0.0001 per share.

The authorized number of shares of common stock were not affected by the reverse stock split. No fractional shares were issued in connection with the reverse stock split, and there was no effect on total stockholders’ deficit. All common shares, stock options, stock warrants and per share amounts presented herein have been adjusted retroactively to reflect the reverse stock splits for all periods presented.

Statements of Operations - USD ($) $ in Thousands	12 Months Ended
Statements of Operations - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Net Sales	$ 44,711	$ 53,041
Cost of goods sold	31,884	40,929
Inventory write-offs associated with exited categories and major packaging and formula changes	1,848
Product quality hold write-down	1,267
Gross profit	9,712	12,112
Operating expenses:
Delivery and handling expense	7,561	11,603
Selling and marketing expense	4,865	7,316
General and administrative expense	6,118	7,489
Provision for receivable with former related party	585	538
Total operating expenses	19,129	26,946
Loss from operations	(9,417)	(14,834)
Interest expense	(6,106)	(5,223)
Net loss	(15,523)	(20,057)
Dividends on Series A Convertible Preferred Stock	(5)	(5)
Net loss attributable to common stockholders	$ (15,528)	$ (20,062)
Loss per share - basic	$ (4.39)	$ (9.07)
Loss per share - diluted	$ (4.39)	$ (9.07)
Weighted average number of shares outstanding - basic	3,537,882	2,211,319
Weighted average number of shares outstanding - diluted	3,537,882	2,211,319

Share-Based Payments (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Summary of Restricted Stock Activity

The following table summarizes restricted stock activity during the years ended December 31, 2023, and 2022:

Summary of Restricted Stock Activity

	Unvested Shares			Issuable Shares			Fair Value at Date of Issuance			Weighted Average Grant Date Fair Value
Balance, December 31, 2021		2,223			-		$	54		$	44.75
Granted		8,839			-			156			17.68
Vested		(8,759	)		8,759			-			-
Forfeited		(803	)		-			(15	)		18.69
Issued		-			(8,759	)		(169	)		-
Balance, December 31, 2022		1,500			-			26			44.75

Granted		-			-			-			-
Vested		(750	)		750			-			-
Forfeited		(750	)		-			-			18.69
Issued		-			(750	)		(3	)		-
Balance, December 31, 2023		-			-		$	-		$	-

Schedule of Stock Option Activity

	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Terms (Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2021		210,530		$	56.07		7.88	$	-
Granted		14,696			11.69
Exercised		-			-
Unvested forfeited or expired		(29,050	)		58.62
Vested forfeited or expired		(31,753	)		48.90
Outstanding at December 31, 2022		164,423		$	48.90		7.58	$	-
Granted		10,037			4.50
Exercised		-			-
Unvested forfeited or expired		(10,497	)		48.74
Vested forfeited or expired		(18,951	)		54.59
Outstanding at December 31, 2023		145,012		$	45.09		6.75	$	-
Exercisable at December 31, 2023		92,917		$	52.63		6.16	$	-

Schedule of Information Regarding Stock Options

Additional information regarding options outstanding and exercisable as of December 31, 2023, is as follows:

		Options Outstanding						Options Exercisable
Range of Exercise Price		Number of Shares Outstanding		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)		Number of Shares Exercisable		Weighted Average Exercise Price
$	4.00 - $12.00		23,532	$	8.47		8.68		3,369	$	11.09
$	25.00 - $37.50		20,352		29.38		6.30		18,102		28.68
$	44.00 - $66.00		85,157		49.18		6.84		55,475		48.64
$	88.00 - $120.00		11,803		85.88		3.61		11,803		85.88
$	122.00 - $183.00		4,168		129.52		5.14		4,168		129.52
			145,012	$	45.09		6.75		92,917	$	51.75

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Schedule of Estimated Useful Lives of Property and Equipment and Related Depreciation

Property and Equipment Type		Years of Depreciation
Computer hardware and software		3-5 years
Machinery and equipment		5 years

Schedule of Potentially Dilutive Securities

	December 31, 2023		December 31, 2022
Warrants		549,292		235,946
Common stock equivalent of Series A Convertible Preferred Stock		753		753
Convertible note payable		1,514,055		955,363
Unvested restricted common stock		-		1,460
Options		145,012		164,423
Total		2,209,112		1,357,945
Anti-dilutive Securities		2,209,112		1,357,945

Inventory (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
Inventory (Details Narrative) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Inventory write off	$ 1,848
Impairment of inventory	1,452
Inventory markdown related to exited categories	$ 396

Intangible Assets

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

5. Intangible Assets

Intangible assets consisted of the following (in thousands):

Summary of Intangible Assets

	December 31, 2023		December 31, 2022
Brand names	$	576	$	576
Trademarks		53		50
Total	$	629	$	626

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 December 31, 2023.

During the year ended December 31, 2023, and 2022, the Company capitalized costs of $3 and $2, respectively, pertaining to legal and other fees incurred in applying for international trademarks for Reeds and Virgil’s brands.

Schedule of Related Parties (Details) (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Provision for disputed receivable with former related party	$ 585	$ 538
Related Party [Member]
Related Party Transaction [Line Items]
Net of provision	1,123	538
California Custom Beverage, LLC [Member]
Related Party Transaction [Line Items]
Provision for disputed receivable with former related party	$ 1,123	$ 538

Schedule of Stock Option Activity (Details) - USD ($)	12 Months Ended
Schedule of Stock Option Activity (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Offsetting Assets [Line Items]
Shares, Granted	145,012
Equity Option [Member]
Offsetting Assets [Line Items]
Shares Outstanding, Beginning balance	164,423	210,530
Weighted-Average Exercise Price, Outstanding, Ending	$ 48.90	$ 56.07
Weighted-Average Remaining Contractual Terms (Years), Outstanding Ending	6 years 9 months	7 years 6 months 29 days	7 years 10 months 17 days
Aggregate Intrinsic Value, Shares Outstanding, Begining
Shares, Granted	10,037	14,696
Weighted-Average Exercise Price, Granted	$ 4.50	$ 11.69
Shares, Exercised
Weighted-Average Exercise Price, Exercised
Shares, Unvested forfeited or expired	(10,497)	(29,050)
Weighted-Average Exercise Price, Unvested forfeited or expired	$ 48.74	$ 58.62
Shares, Vested forfeited or expired	(18,951)	(31,753)
Weighted-Average Exercise Price, Vested forfeited or expired	$ 54.59	$ 48.90
Shares Outstanding, Ending Balance	145,012	164,423	210,530
Weighted-Average Exercise Price, Outstanding, Ending	$ 45.09	$ 48.90	$ 56.07
Aggregate Intrinsic Value, Shares Outstanding, Ending
Shares Exercisable	92,917
Weighted-Average Exercise Price, Exercisable Ending Balance	$ 52.63
Weighted-Average Remaining Contractual Terms (Years), Exercisable Ending Balance	6 years 1 month 28 days
Aggregate Intrinsic Value, Shares Exercisable Ending Balance

Secured Convertible Notes Payable

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Secured Convertible Notes Payable

7. Secured Convertible Notes Payable

Amounts outstanding under secured convertible notes payable are as follows (in thousands):

	December 31, 2023			December 31, 2022
Secured Convertible Note Payable	$	14,300		$	10,450
Accrued interest (includes excess ABL fees of $2,176 and $648)		3,883			1,052
Capitalized financing costs		(572	)		(976	)
Total	$	17,611		$	10,526
Current portion		(6,737	)		(2,434	)
Long term portion due through May, 2025	$	10,874		$	8,092

Convertible notes

In May 2022, the Company issued $11,250 of convertible notes payable (the “Original Notes”) to entities affiliated with Whitebox Advisors, LLC (collectively, “Whitebox”). The Original Notes bear interest at 10% per annum (with 5% per annum payable in cash and 5% per annum payable in kind (“PIK”) by adding such PIK interest to the principal amount of the notes), are secured by substantially all of the Company’s assets (including all of its intellectual property) and are subject to a collateral sharing agreement with ACS, the Company’s existing secured lender (see Note 6). The Original Notes mature on May 9, 2025. In September 2022, the Company issued an additional $2,500 of convertible notes payable (the “Option Notes”) to Whitebox. The Option Notes were due May 9, 2025, and were repaid in full in November 2022. The Original Notes together with the Option Notes are collectively referred to as the “Notes”. Upon conversion or early payment, holders of the Notes are entitled to receive an interest make-whole payment, as defined, equal to the sum of the remaining scheduled payments of interest on the Notes that would be due at maturity, payable, at the Company’s option, in cash or in shares of common stock. Effective August 11, 2022, the Notes were amended to add a 10% fee for the amount that the Company’s line of credit with ACS (see Note 6) exceeds $6,000, as defined (the “Excess ABL Amount”). Effective June 30, 2023, the Excess ABL Amount was amended to $7,500.

The Original Notes and Option Notes have an amortization feature which requires the Company to make monthly payments of principal of $200 plus accrued interest, payable in cash or in shares of the Company’s common stock at the option of the Company, based on 90% of the average prices of the Company’s common stock, as defined. During 2022, the Company made monthly amortization principal payments aggregating $800, made up of $600 in cash, and the issuance of 32,362 shares of common stock valued at $200. At December 31, 2022, the principal balance of the Notes was $10,450.

In February 2023 and May 2023, the Company issued an aggregate of $4,050 of additional Option Notes to Whitebox that substantially have the same terms as the Original Notes, except the Option Notes issued in 2023 do not require any amortization payments, bear interest at 10% payable in cash, and were initially due four months after issuance and extended to November 28, 2023. The Company and Whitebox have tentatively agreed to extend the due date of the 2023 Option Notes to approximately April 30, 2024 (see Note 15). During 2023, Whitebox waived the requirement for the Company to pay the December 2022 to October 2023 monthly amortization payments on the Original Notes. The November 2023 amortization payment of $200 principal was paid, and the amortization payment for December 2023 was waived subsequent to December 31, 2023 (see Note 15). At December 31, 2023, the principal balance of the Notes was $14,300.

Accrued interest

During 2022, the Company recorded interest of $3,023, made up of $800 of interest on the Notes, $489 related to make whole interest on the 2022 Option Notes repaid November 2022, and $1,734 related to the Excess ABL Amount fee. During 2022, the Company made interest payments of $1,892, including the issuance of 229,871 shares of common stock valued at $1,261, and at December 31, 2022, the balance of accrued interest was $1,052.

During 2023, the Company recorded interest of $3,604, made up of $1,428 of interest on the Notes, and $2,176 related to the Excess ABL Amount fees. In addition, during 2023, accrued interest of $773 was paid. At December 31, 2023, the balance of accrued interest was $3,883.

Debt discount

During 2022, the Company incurred $1,320 of direct costs of the Notes transactions, consisting primarily of placement agent fees and other offering expenses. These costs were capitalized and are being amortized over the 3-year life of the Notes. For the year ended December 31, 2022, amortization of debt discount was $344, and as of December 31, 2022, the remaining unamortized debt discount balance is $976.

During the year ended December 31, 2023, the Company incurred $299 of direct costs of issuing the 2023 Option Notes and issued 82,438 shares of the Company’s common stock valued at $273 as inducement for the aforementioned waiver. These costs have been capitalized and are being amortized over the shorter of the remaining term of the Notes or waiver period. For the year ended December 31, 2023, amortization of debt discount was $976, and as of December 31, 2023, the remaining unamortized debt discount balance is $572.

Other

If the Company experiences a fundamental change, as defined, such as a change of control, or the sale or disposition of all or substantially all of the Company’s asset, the holders of the Notes have the right to require the Company to repurchase the notes for cash at a repurchase price equal to 110% (amended from 100%) of the principal amount, plus accrued interest, and among other amendments.

At December 31, 2023, the Original Notes and 2023 Option Notes are convertible at an initial conversion rate of 0.0831 shares of the Company’s common stock per one dollar of principal converted, or approximately $12.04 per share, subject to customary anti-dilution adjustments. In addition, if certain corporate events occur that constitute a make-whole fundamental change as defined, then the note holders are, under certain circumstances, are entitled to an increase in the conversion rate, limited to 0.12155 shares of Common Stock per one dollar of principal, or approximately $8.23 per share. Subsequent to December 31, 2023, the conversion rate of the Notes was amended (see Note 15).

At December 31, 2023, the Notes, including accrued interest, are convertible into 1,514,055 shares of the Company’s common stock.

The Company’s ability to settle conversions and make amortization payments and interest make-whole payments using shares of the Company’s common stock is subject to certain limitations set forth in the Notes. A holder may not convert or be issued shares of common stock to the extent such conversion or issuance would cause such holder, together with its affiliates and attribution parties and any group of which it is a member, to beneficially own a number of shares of common stock which would exceed 9.9% of the Company’s then outstanding common stock following such conversion or issuance.

The Company is subject to a registration rights agreement with Whitebox dated May 9, 2023 pursuant to which the Company registered for resale by holders all shares potentially issuable upon conversion of, or in satisfaction of amortization or interest make-whole payments with respect to the Notes.

As noted above, while the Company has been successful negotiating waivers and amendments under the Notes to extend various due dates and defer certain payments of interest and principal that were not paid when due, it may not be able to continue to do so in the future. If the Company is unable to service or repay the Notes and accrued interest at maturity and is otherwise unable to extend the maturity dates or refinance these obligations, the Company may default. A default would trigger acceleration under the Notes, and it is unlikely that the Company would have sufficient funds to make these payments. Upon a default, the holders of the Notes have the right to exercise their remedies to collect, including foreclosing on our assets.

- 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://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Stockholders’ Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands				1 Months Ended	12 Months Ended
	May 25, 2023	May 25, 2023	Mar. 10, 2022	Jan. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Jun. 30, 2008
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock par value					$ 10	$ 10
Percentage of noncumulative preferred stock					5.00%
Preferred stock, liquidation preference per share					$ 10.00
Preferred stock, shares authorized					500,000	500,000
Preferred stock, shares outstanding					9,411	9,411
Preferred stock conversion, description					Each share of Preferred Stock can be converted into 0.08 shares of the Company’s common stock.
Dividends payable rate					5.00%
Preferred stock shares converted					0.08
Dividends on preferred stock					$ 5	$ 5
Common stock, shares authorized					180,000,000	180,000,000
Common stock, shares outstanding					4,187,291	2,519,485
Share Price					$ 4.50	$ 11.69
Number of shares issued, value					$ 4,016	$ 5,034
Stock repurchased, value					$ 1	$ 2
John J. Bello [Member] \| Minimum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beneficial ownership percentage				5.00%
John J. Bello and Nancy E. Bello [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued, shares				2,000
Number of shares issued, value				$ 37
Amount for pledge of securities				$ 2,000
Officer [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock repurchased, shares					274	265
Stock repurchased, value					$ 1	$ 2
Securities Purchase Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercise price of warrants					$ 1.60
Securities Purchase Agreement [Member] \| Private Placement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock shares converted			371,892
Number of shares issued, shares			371,892
Warrants to purchase stock			185,946
Share Price			$ 14.00
Exercise price of warrants			$ 14.39
Warrant term			5 years
Securities Purchase Agreement [Member] \| Private Placement [Member] \| Officer and Directors [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued, shares			64,963
Warrants to purchase stock			32,482
Share Price			$ 17.51
Proceeds from issuance of private placement			$ 5,000
Sale of stock, value			$ 1,100
Securities Purchase Agreement [Member] \| D&D Source of Life Holding Ltd. [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock shares converted		1,566,732
Number of shares issued, shares	1,566,732
Warrants to purchase stock	313,346	313,346
Share Price	$ 2.585	$ 2.585
Proceeds from issuance of private placement	$ 4,016
Exercise price of warrants	$ 2.50	$ 2.50
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued					$ 10.00
Number of shares issued, shares					1,566,732	371,892
Stock repurchased, shares					274	265
Stock repurchased, value
Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued							$ 10.00
Number of shares issued, value
Stock repurchased, value

Schedule of Reconciliation of Effective Income Tax Rate to U.S. Statutory Rate (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Federal statutory tax rate	(21.00%)	(21.00%)
State rate, net of federal benefit	(5.00%)	(5.00%)
Federal and state tax rate	(26.00%)	(26.00%)
Effect of change in tax rate
Valuation allowance	26.00%	26.00%
Effective tax rate

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2023	Mar. 19, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-32501
Entity Registrant Name	REED’S, INC.
Entity Central Index Key	0001140215
Entity Tax Identification Number	35-2177773
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	201 Merritt 7
Entity Address, City or Town	Norwalk
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06851
City Area Code	(800)
Local Phone Number	997-3337
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 5,763,279
Entity Common Stock, Shares Outstanding		4,187,291
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Firm ID	572
Auditor Name	Weinberg & Company, P.A.
Auditor Location	Los Angeles, California

Secured Convertible Notes Payable (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Schedule of Secured Convertible Notes Payable

Amounts outstanding under secured convertible notes payable are as follows (in thousands):

	December 31, 2023			December 31, 2022
Secured Convertible Note Payable	$	14,300		$	10,450
Accrued interest (includes excess ABL fees of $2,176 and $648)		3,883			1,052
Capitalized financing costs		(572	)		(976	)
Total	$	17,611		$	10,526
Current portion		(6,737	)		(2,434	)
Long term portion due through May, 2025	$	10,874		$	8,092

Leases Liabilities

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Leases Liabilities

8. Leases Liabilities

The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company leases its headquarters office, and certain office equipment and automobiles. Leases with an initial term of 12 months or less are not included on the balance sheets.

During the years ended December 31, 2023, and 2022, lease costs totaled $178 and $178, respectively.

As of December 31, 2022, operating lease liabilities totaled $394. During the year ended December 31, 2023, the Company made payments of $187 towards its operating lease liability. As of December 31, 2023, operating lease liabilities totaled $207.

As of December 31, 2023, the weighted average remaining lease terms for an operating lease are 1.00 years. As of December 31, 2023, the weighted average discount rate for operating lease is 12.60%.

Future minimum lease payments under the leases are as follows (in thousands):

Years Ending December 31,	Amounts
2024	$	221
2025		-
Total payments		221
Less: Amount representing interest		(14	)
Present value of net minimum lease payments		207
Less: Current portion		(207	)
Non-current portion	$	-

Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total cost	$ 1,561	$ 1,553
Accumulated depreciation and amortization	(1,068)	(787)
Net book value	493	766
Right-of-use Assets under Operating Leases [Member]
Property, Plant and Equipment [Line Items]
Total cost	724	724
Computer Hardware and Software [Member]
Property, Plant and Equipment [Line Items]
Total cost	400	400
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Total cost	352	429
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Total cost	$ 85

Schedule of Warrant Activity (Details) - Warrant [Member] - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares outstanding, beginning balance	235,946	90,770
Weighted average exercise price, outstanding beginning balance	$ 16.99	$ 51.00
Weighted average remaining contractual terms (years), outstanding	2 years 10 months 2 days	4 years 5 months 12 days	2 years 9 months 7 days
Aggregate intrinsic value shares outstanding beginning
Shares, granted	313,346	185,946
Weighted average exercise price, granted	$ 2.59	$ 14.39
Weighted average remaining contractual terms (years), outstanding granted	2 years 4 months 20 days	4 years 8 months 12 days
Shares, exercised
Weighted average exercise price, exercised
Shares, forfeited or expired		(40,770)
Weighted average exercise price, forfeited or expired		$ 80.97
Shares outstanding, ending balance	549,292	235,946	90,770
Weighted average exercise price, outstanding ending balance	$ 8.77	$ 16.99	$ 51.00
Aggregate intrinsic value shares outstanding ending
Shares exercisable	549,292
Weighted average exercise price, exercisable	$ 8.77
Weighted average remaining contractual terms (years), exercisable	2 years 10 months 2 days
Aggregate intrinsic value shares exercisable

Inventory

12 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

Inventory

3. Inventory

Inventory consisted of the following (in thousands):

Schedule of Inventory

	December 31, 2023		December 31, 2022
Raw materials and packaging	$	6,445	$	8,526
Finished products		4,855		7,649
Total	$	11,300	$	16,175

During the year ended December 31, 2023, the Company incurred inventory charges of totaling $1,848, which represents $1,452 impairment charge related to major packaging and formula changes and $396 for the markdown of inventory related to exited categories. There were no such inventory charges during the year ended December 31, 2022.

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

12. Income Taxes

For the years ended December 31, 2023 and 2022, a reconciliation of the effective income tax rate to the U.S. statutory rate is as follows:

	December 31, 2023			December 31, 2022
Federal statutory tax rate		(21	)%		(21	)%
State rate, net of federal benefit		(5	)%		(5	)%
Federal and state tax rate		(26	)%		(26	)%
Effect of change in tax rate		-	%		-	%
Valuation allowance		26	%		26	%
Effective tax rate	$	-		$	-

As of December 31, 2023 and 2022, significant components of the Company’s deferred tax assets and liabilities are as follows:

Schedule of Deferred Income Tax Assets

	December 31, 2023			December 31, 2022
Deferred income tax asset:
Net operating loss carryforwards	$	21,118		$	20,581
Disqualified corporate interest expense		1,650			2,886
Stock-based compensation		1,989			2,118
Accounts receivable allowances		74			225
Inventory reserves		125			375
Operating Leasr liability		103			54
Other		(70	)		(9	)
Asset impairment		58			57
Gross deferred tax assets		25,047			26,287
Valuation allowance		(24,857	)		(26,098	)
Total deferred tax assets		190			189
Deferred tax liabilities:
Operating lease right-of-use asset		(190	)		(189	)
Deferred finance costs		-			-
Total deferred tax liabilities		(190	)		(189	)
Net deferred tax asset (liability)	$	-		$	-

At December 31, 2023 and 2022, the Company had available Federal and state net operating loss carryforwards (“NOL”s) to reduce future taxable income. For Federal purposes the amounts available were approximately $98,000 ] and $92,000, respectively. For state purposes approximately $[62,000]and $49,000 was available at December 31, 2023 and 2022, respectively. The Federal carryforward for NOLs arising in years prior to 2018 is approximately $[32,000], which expires on various dates through 2037. NOLs originating after 2017 of approximately $66,000, can be carried forward indefinitely, but are only able to offset 80% of taxable income in future years. The state carryforward expires on various dates through 2043. Given the Company’s history of net operating losses, management has determined that it is more likely than not that the Company will not be able to realize the tax benefit of the carryforwards. Accordingly, the Company has not recognized a deferred tax asset for this benefit.

Due to restrictions imposed by Internal Revenue Code Section 382 regarding substantial changes in ownership of companies with loss carryforwards, the utilization of the Company’s NOL may be limited as a result of changes in stock ownership. NOLs incurred subsequent to the latest change in control are not subject to the limitation.

The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position is measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. As of December 31, 2023 and 2022, the Company did not have a liability for unrecognized tax benefits.

The Company recognizes as income tax expense, interest and penalties on uncertain tax provisions. As of December 31, 2023 and 2022, the Company has not accrued interest or penalties related to uncertain tax positions. As of the year ended December 31, 2023, the tax returns for 2020 through 2023 remain open to examination by the Internal Revenue Service and for 2019 to 2023 for various state taxing jurisdictions to which the Company is subject.

Upon the attainment of taxable income by the Company, management will assess the likelihood of realizing the tax benefit associated with the use of the NOLs and will recognize the appropriate deferred tax asset at that time.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
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-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Stock Warrants

12 Months Ended

Dec. 31, 2023

Stock Warrants

Stock Warrants

11. Stock Warrants

Schedule of Warrant Activity

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

Outstanding at December 31, 2021		90,770		$	51.00		2.77	$	-
Granted		185,946			14.39		4.70
Exercised		-			-
Forfeited or expired		(40,770	)		80.97
Outstanding at December 31, 2022		235,946			16.99		4.45	$	-
Granted		313,346			2.59		2.39
Exercised		-			-
Forfeited or expired		-			-
Outstanding at December 31, 2023		549,292		$	8.77		2.84	$	-
Exercisable at December 31, 2023		549,292		$	8.77		2.84	$	-

On May 25, 2023, the Company entered into a Securities Purchase Agreement with D&D Source of Life Holding Ltd., as the lead investor, and certain of Reed’s affiliates pursuant to which the investors agreed to purchase an aggregate of 1,566,732 shares of Reed’s common stock and warrants to purchase 313,346 shares of Common Stock. The purchase price per share of Common Stock and associated warrant was $2.585. The warrants are exercisable for a term of three years at a per share exercise price of $2.50.

As of December 31, 2023, the outstanding and exercisable warrants have no intrinsic value. The aggregate intrinsic value was calculated as the difference between the closing market price as of December 31, 2023, which was $1.60, and the exercise price of the Company’s warrants to purchase common stock.

Additional information regarding warrants outstanding and exercisable as of December 31, 2023, is as follows:

		Warrants Outstanding						Warrants Exercisable
Range of Exercise Price		Number of Shares Outstanding		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)		Number of Shares Exercisable		Weighted Average Exercise Price
$	14.39 - $32.20		549,292		8.77		2.84		549,292		8.77
			549,292	$	8.77		2.84		549,292	$	8.77

Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Accounts receivable, net of allowance	$ 860	$ 252
Property and equipment, accumulated depreciation	1,068	787
Capitalized financing costs	201	363
Debt discount current	424	414
Debt discount, noncurrent	$ 148	$ 562
Series A convertible preferred stock, par value	$ 10	$ 10
Series A convertible preferred stock, shares authorized	500,000	500,000
Series A convertible preferred stock, shares issued	9,411	9,411
Series A convertible preferred stock, shares outstanding	9,411	9,411
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	180,000,000	180,000,000
Common stock, shares issued	4,187,291	2,519,485
Common stock, shares outstanding	4,187,291	2,519,485

Leases Liabilities (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Schedule of Future Minimum Lease Payments Under Leases

Future minimum lease payments under the leases are as follows (in thousands):

Years Ending December 31,	Amounts
2024	$	221
2025		-
Total payments		221
Less: Amount representing interest		(14	)
Present value of net minimum lease payments		207
Less: Current portion		(207	)
Non-current portion	$	-

Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Product Information [Line Items]
Accounts receivable, net of allowance	$ 860	$ 252
Inventory write-down	1,434	479
Asset impairment charges	0	0
Impairment of indefinite-lived brand names	0	0
Advertising costs	$ 24	$ 668
Convertible ratio, description	The Series A Convertible Preferred Stock is convertible into Common shares at the rate of 1:0.08
Maximum cash deposit guaranteed by FDIC	$ 250
Customer One [Member] \| Revenue Benchmark [Member] \| Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage	24.00%	17.00%
Customer One [Member] \| Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage	24.00%	19.00%
Customer Two [Member] \| Revenue Benchmark [Member] \| Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage	15.00%	16.00%
Customer Two [Member] \| Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage	15.00%	11.00%
Customer Three [Member] \| Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage	11.00%
Vendor One [Member] \| Revenue Benchmark [Member] \| Supplier Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage	12.00%	12.00%
Vendor One [Member] \| Accounts Payable [Member] \| Supplier Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage	10.00%
Vendor Two [Member] \| Accounts Payable [Member] \| Supplier Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage	10.00%
No Vendor [Member] \| Accounts Payable [Member] \| Supplier Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage		10.00%

Transactions with California Custom Beverage, LLC, former related party

12 Months Ended

Dec. 31, 2023

Transactions with California Custom Beverage, LLC, former related party

13. Transactions with California Custom Beverage, LLC, former related party

In December 2018, the Company signed a co-packing agreement with California Custom Beverage, LLC’s (“CCB”), an entity owned by Christopher J. Reed, a former related party, pursuant to which CCB agreed to produce certain products for the Company for agreed fees. The co-packing agreement, as amended, includes certain provisions for product inputs, shrinkage, and quality assurance. Also beginning in 2019, CCB agreed to pay the Company a 5% royalty through 2021 on certain private label sales made by CCB.

During the years ended December 31, 2023 and 2022, the Company incurred co-packing fees due to CCB of $1,957 and $3,718, respectively, of which $259 and $2,205, were payable to CCB as of December 31, 2023 and 2022. At December 31, 2023 and 2022, the Company had also recorded receivables from CCB of $1,382 and $1,315, respectively, including royalty receivable of $297, and the balance for charge backs of certain costs management determined were permittable under the co-packing agreement.

At December 31, 2022, CCB disputed that it owes $1,043 of the $1,315 recorded as receivable by the Company. The Company believes that it will prevail in this dispute, however, as of December 31, 2023 and 2022, due to the uncertainty about the ultimate amount that will be settled, the Company has provided a reserve for $1,123 and $538, respectively, based on management’s estimate.

At December 31, 2023 and 2022, accounts receivable due from and accounts payable due to CCB were as follows:

Schedule of Related Parties

	December 31, 2023			December 31, 2022
Accounts receivable, net of provision of $1,123 and $538 at December 31, 2023 and 2022, respectively		259			777
Accounts payable		(259	)		(2,025	)
Net (payable) receivable		-			(1,248	)

In addition, on April 19, 2023, the Company received a letter from CCB demanding payment of various amounts, including the $452 and $2,025 outstanding at December 31, 2023 and 2022, respectively. The Company has determined that the probability of realizing any loss on the demand from CCB is remote and therefore has not recorded any additional accruals related to the demand.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Secured Convertible Notes Payable (Details Narrative) - USD ($) $ in Thousands			1 Months Ended	12 Months Ended
	Aug. 11, 2022	May 09, 2022	Aug. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Nov. 30, 2023	May 31, 2023	Sep. 30, 2022
Short-Term Debt [Line Items]
Fee percentage	10.00%
Credit exceeds	$ 6,000			$ 43,836	$ 54,564
Debt Issuance Costs, Line of Credit Arrangements, Net	$ 7,500,000
Cash				603	533
Common stock value
Convertiable notes payable				6,737	2,434
Interest expense				6,106	5,223
Common stock issued, value				4,016	5,034
Amortization of debt discount				$ 1,137	530
Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Accrued interest					1,052
Whitebox Advisors, LLC [Member] \| Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Interest payments					$ 1,892
Common stock issued					229,871
Interest expense					$ 3,023
Interest expenses					800
Whole interest					489
Fee amount					1,734
Common stock issued, value					1,261
Whitebox Advisors, LLC [Member] \| Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Common stock issued				82,438
Debt instrument, face amount						$ 200
Convertiable notes payable							$ 4,050
Interest expenses				$ 3,604
Common stock issued, value				273
Accrued interest				3,883
Interest on convertible notes				1,428
Excess of asset base loan fees				2,176
Accrued interest paid				773
Direct costs				299	$ 1,320
Amortization of line of credit period					3 years
Amortization of debt discount				976	$ 344
Unamortized debt discount amount				$ 572	976
Repurchase price percentage				110.00%
Debt instrument conversion, description				the Original Notes and 2023 Option Notes are convertible at an initial conversion rate of 0.0831 shares of the Company’s common stock per one dollar of principal converted, or approximately $12.04 per share, subject to customary anti-dilution adjustments. In addition, if certain corporate events occur that constitute a make-whole fundamental change as defined, then the note holders are, under certain circumstances, are entitled to an increase in the conversion rate, limited to 0.12155 shares of Common Stock per one dollar of principal, or approximately $8.23 per share
Debt conversion into shares				1,514,055
Note Purchase Agreement [Member]
Short-Term Debt [Line Items]
Secured convertible promissory notes		$ 11,250						$ 2,500
Debt Instrument, Interest Rate Terms		The Original Notes bear interest at 10% per annum (with 5% per annum payable in cash and 5% per annum payable in kind (“PIK”) by adding such PIK interest to the principal amount of the notes), are secured by substantially all of the Company’s assets (including all of its intellectual property) and are subject to a collateral sharing agreement with ACS, the Company’s existing secured lender (see Note 6).
Debt Instrument, Maturity Date		May 09, 2025
Interest payments			$ 200
Weighted average interest			90.00%
Principal payment					800
Cash					$ 600
Common stock issued					32,362
Common stock value					$ 200
Debt instrument, face amount					$ 10,450

Stockholders’ Equity

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Stockholders’ Equity

9. Stockholders’ Equity

Series A Convertible Preferred Stock

Series A Convertible Preferred Stock (the “Preferred Stock”) consists of $10 par value, 5% non-cumulative, non-voting, participating preferred stock, with a liquidation preference of $10.00 per share. 500,000 shares are authorized. As of December 31, 2023, and 2022, there were 9,411 shares outstanding. Each share of Preferred Stock can be converted into 0.08 shares of the Company’s common stock.

Dividends are payable at the rate of 5% annually, pro-rata and non-cumulative. The dividend can be paid in cash or, at the discretion of our board of directors, in shares of common stock based on its then fair market value. The Company cannot declare or pay any dividend on shares of our common stock until the holders of the Preferred Stock have received their annual dividend. In addition, the holders of the Preferred Stock are entitled to receive pro rata distributions of dividends on an “as converted” basis with the holders of our common stock.

In the event of any liquidation, dissolution or winding up of the Company, or if there is a change of control event as defined, the holders of the Preferred Stock are entitled to receive, prior to distributions to the holders of common stock, $10.00 per share plus all accrued and unpaid dividends. Thereafter, all remaining assets are distributed pro rata among all security holders. Since June 30, 2008, the Company has the right, but not the obligation, to redeem all or any portion of the Preferred Stock at $10.00 per share, the original issue price, plus all accrued and unpaid dividends.

The Preferred Stock may be converted at any time, at the option of the holder, into 0.08 shares of common stock, subject to adjustment in the event of stock splits, reverse stock splits, stock dividends, recapitalization, reclassification, and similar transactions. The Company is obligated to reserve authorized but unissued shares of common stock sufficient to affect the conversion of all outstanding shares of Preferred Stock.

Except as provided by law, the holders of the Preferred Stock do not have the right to vote on any matters, including the election of directors. However, so long as any shares of Preferred Stock are outstanding, the Company shall not, without the approval of a majority of the preferred stockholders, authorize or issue any equity security having a preference over the Preferred Stock with respect to dividends, liquidation, redemption or voting, including any other security convertible into or exercisable for any senior preferred stock.

During the years ended December 31, 2023 and 2022, the Company accrued dividends on the Preferred Stock of $5 and is included in accrued expenses in the accompanying balance sheets. No shares of Series A preferred stock were converted into common stock in 2023 and 2022.

Common Stock

As of December 31, 2023, there were 180,000,000 shares authorized, and 4,187,291 shares of common stock outstanding. As of December 31, 2022, there were 180,000,000 shares authorized, and 2,519,485 shares of common stock outstanding.

Common Stock Issuances

On May 25, 2023, the Company entered into a Securities Purchase Agreement with D&D Source of Life Holding Ltd., as the lead investor, and certain of Reed’s affiliates pursuant to which the investors agreed to purchase an aggregate of 1,566,732 shares of Reed’s common stock and warrants to purchase 313,346 shares of Common Stock. The purchase price was $2.585 per share of Common Stock with the associated warrant. The net proceeds to the Company, after deducting offering expenses, was $4,016. The warrants are exercisable for a term of three years at an exercise price of $2.50 per share.

On May 25, 2023, in order to induce the lead investor to subscribe, the Company granted the lead investor certain preemptive rights and agreed to support the lead investor’s nomination of two board designees, one of which shall be an independent director.

On March 10, 2022, the Company entered into a securities purchase agreement with certain institutional and accredited investors pursuant to which the investors agreed to purchase 371,892 shares of the Company’s common stock and warrants to purchase 185,946 shares of common stock in a private placement (including 64,963 shares of the Company’s common stock and warrants to purchase 32,482 shares of common stock to investors who are officers and directors of the Company). The warrants have an exercise price of $14.39 per share for a period of five years commencing six months from the closing date of March 11, 2022. The purchase price per share of common stock and associated warrant was $14.00 for certain investors and was $17.51 for investors who are officers and directors of the Company in compliance with the rules of the Nasdaq Stock Market. The net proceeds to the Company, after deducting placement agent fees and other offering expenses, was approximately $5.0 million. The officers and directors of the Company purchased approximately $1.1 million of the securities in the offering.

In January 2022, the Company issued 2,000 shares of common stock valued at $37 to John J. Bello and Nancy E. Bello, as Co-Trustees of The John and Nancy Bello Revocable Living Trust as consideration for the $2,000 pledge of securities to Rosenthal (see Note 6). John J. Bello, current Chairman and former Interim Chief Executive Officer of Reed’s, is a related party, and greater than 5% beneficial owner of Reed’s common stock.

Common stock repurchases

During the year ended December 31, 2023, the Company repurchased 274 shares of common stock from an officer for $1 based on the market value of share on the date repurchased. The Company retired the shares.

During the year ended December 31, 2022, the Company repurchased 265 shares of common stock from an officer for $2 based on the market value of share on the date repurchased. The Company retired the shares.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
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-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 14
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
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-Subparagraph (b)
-Publisher FASB
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Income Taxes (Details Narrative) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2018
Operating Loss Carryforwards [Line Items]
Federal net operating loss carryforwards	$ 98,000	$ 92,000
State net operating loss carryforwards	62,000	$ 49,000
Domestic Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 66,000		$ 32,000

Schedule of Deferred Income Tax Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Net operating loss carryforwards	$ 21,118	$ 20,581
Disqualified corporate interest expense	1,650	2,886
Stock-based compensation	1,989	2,118
Accounts receivable allowances	74	225
Inventory reserves	125	375
Operating Leasr liability	103	54
Other	(70)	(9)
Asset impairment	58	57
Gross deferred tax assets	25,047	26,287
Valuation allowance	(24,857)	(26,098)
Total deferred tax assets	190	189
Operating lease right-of-use asset	(190)	(189)
Deferred finance costs
Total deferred tax liabilities	(190)	(189)
Net deferred tax asset (liability)

Schedule of Related Parties (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Related Party Transactions [Abstract]
Accounts receivable, net of provision of $1,123 and $538 at December 31, 2023 and 2022, respectively	$ 259	$ 777
Accounts payable	(259)	(2,025)
Net (payable) receivable		$ (1,248)

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

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

Schedule of Property and Equipment

	December 31, 2023			December 31, 2022
Right-of-use assets under operating leases	$	724		$	724
Computer hardware and software		400			400
Machinery and equipment		352			429
Construction in progress		85			-
Total cost		1,561			1,553
Accumulated depreciation and amortization		(1,068	)		(787	)
Net book value	$	493		$	766

Stock Warrants (Details Narrative) - $ / shares			12 Months Ended
Stock Warrants (Details Narrative) - $ / shares	May 25, 2023	Mar. 10, 2022	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock and warrants issued for purchase of common stock			0.08
Share price			$ 4.50	$ 11.69
Securities Purchase Agreement [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Warrants exerice price			$ 1.60
Securities Purchase Agreement [Member] \| Private Placement [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Warrants to purchase common stock		185,946
Common stock and warrants issued for purchase of common stock		371,892
Share price		$ 14.00
Warrants exerice price		$ 14.39
Warrants term		5 years
Securities Purchase Agreement [Member] \| D&D Source of Life Holding Ltd. [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Warrants to purchase common stock	313,346
Common stock and warrants issued for purchase of common stock	1,566,732
Share price	$ 2.585
Warrants exerice price	$ 2.50
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Warrants to purchase common stock			313,346	185,946

Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash	$ 603	$ 533
Accounts receivable, net of allowance of $860 and $252, respectively	4,788	5,671
Inventory	11,300	16,175
Prepaid expenses and other current assets	811	939
Total current assets	17,761	24,095
Property and equipment, net of accumulated depreciation of $1,068 and $787, respectively	493	766
Intangible assets	629	626
Total assets	18,883	25,487
Current liabilities:
Accounts payable	9,133	9,805
Accrued expenses	1,096	233
Revolving line of credit, net of capitalized financing costs of $201 and $363, respectively	9,758	10,974
Current portion of convertible notes payable, net of debt discount of $424 and $414, respectively	6,737	2,434
Current portion of lease liabilities	207	187
Total current liabilities	27,190	25,658
Convertible note payable, net of debt discount of $148 and $562, respectively, less current portion	10,874	8,092
Lease liabilities, less current portion		207
Total liabilities	38,064	33,957
Stockholders’ deficit:
Series A Convertible Preferred stock, $10 par value, 500,000 shares authorized, 9,411 shares issued and outstanding	94	94
Common stock, $.0001 par value, 180,000,000 shares authorized; 4,187,291 and 2,519,485 shares issued and outstanding, respectively
Additional paid in capital	119,452	114,635
Accumulated deficit	(138,727)	(123,199)
Total stockholders’ deficit	(19,181)	(8,470)
Total liabilities and stockholders’ deficit	18,883	25,487
Related Party [Member]
Current assets:
Receivable from former related party	259	777
Current liabilities:
Payable to former related party	$ 259	$ 2,025

Schedule of Future Minimum Lease Payments Under Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
2024	$ 221
2025
Total payments	221
Less: Amount representing interest	(14)
Present value of net minimum lease payments	207	$ 394
Less: Current portion	(207)	(187)
Non-current portion		$ 207

Subsequent Events

12 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

15. Subsequent Events

Simple Agreements for Future Equity (“SAFE”) investments

During the first quarter of 2024, the Company received $4.1 million in gross proceeds from two significant Simple Agreements for Future Equity (“SAFE”) investments.

During the first quarter of 2024, the company received $4.1 million in gross proceeds from three significant stockholders of the Company, D&D Source of Life Holding LTD (“D&D”) and Union Square Park Partners LLP, and John J. Bello, the Company’s Chairman, pursuant to Simple Agreements for Future Equity (“SAFE”) agreements. The SAFE investments will convert into the next equity financing of Reed’s on the same terms and conditions as investors in Reed’s next equity financing at the lesser of $1.50 per share or the per share price in the financing. Until such time as the SAFE investments convert to equity the approximately $4.1 million received is recorded as a liability. D&D was given the right to designate a second independent director nominee to the board of directors of Reed’s and the company agreed to limit the size of its board of directors to nine (9) for so long as D&D owns 25% or more of the equity securities of the company.

Limited Waiver, Deferral, and Amendment and Restatement of Secured Convertible Notes Payable

On February 12, 2024, Reed’s entered into a Limited Waiver, Deferral, and Amendment and Restatement Agreement (the “Waiver and Amendment”) with each holder of the Notes payable to Whitebox (see Note 7). Subject to the Waiver and Amendment, the holders agreed to temporarily waive certain events of default under the Notes, including the failure to pay Excess ABL Amounts and the failure to pay amortization payments due December 1, 2023 to April 30, 2024, and to waive the maturity date of the Option Notes originally due through November 28, 2023, to April 30, 2024.

In addition, as of the date of these financial statements, the Company and Whitebox have tentatively agreed to amend and restate the Notes in full to provide, among other things, the following:

Original Notes

	●	The conversion price of the Original Notes will be amended to be between 125% and 145% of the effective price of the company’s subsequent equity offering, with the premium set based on the aggregate gross proceeds realized by the company in the offering and the conversion price subject to a cap of $7.50 per share.
	●	A portion of the outstanding ABL accrued fees will be satisfied through payment of $132 in cash and the issuance of shares of the company’s common stock (up to the beneficial ownership limitation applicable to each holder) at a value per share equal to the lesser of $1.50 or the per share price of securities issued in the company’s subsequent equity offering. The remaining balance of any outstanding accrued ABL fees will be added to the principal amount of the Notes. The $132 has not been paid nor any shares issued as of the date of these financial statements

Option Notes

	●	The maturity date of the Option Notes will be amended to March 31, 2025.
	●	The conversion price of the Option Notes will be amended to 120% of the arithmetic average of the Daily VWAP for the five (5) VWAP Trading Days beginning on, and including, the VWAP Trading Day immediately following the consummation of an equity offering undertaken for purposes of satisfying the terms and conditions of the Waiver and Amendment.
	●	The Option Notes shall bear interest at a rate of 10% per annum, with 5% per annum payable in cash and 5% per annum payable “in kind” by adding such PIK interest to the unpaid principal amount.
	●	The company shall have the right at any time prior to the date that is the 180^th day from the effective date to prepay the amended and restated Option Notes, in whole or in part, at a price equal to 102% of the principal amount plus all accrued and unpaid interest thereon to the date of prepayment.

Schedule of Amount Outstanding Under Credit Facilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Line of Credit Facility [Line Items]
Total	$ 9,758	$ 10,974
Capitalized financing costs	(201)	(363)
Alterna Capital Solutions [Member]
Line of Credit Facility [Line Items]
Total	$ 9,959	$ 11,337