0001493152-24-045785 | 10-Q | XBRL Viewer

Leases Liabilities	9 Months Ended
Sep. 30, 2024
Leases Liabilities
Leases Liabilities	7. Leases Liabilities During the nine months ended September 30, 2024 and 2023, lease costs totaled $89 and $67, respectively. As of December 31, 2023, operating lease liabilities totaled $207. During the nine months ended September 30, 2024, the Company made payments of $160 towards its operating lease liability. As of September 30, 2024, operating lease liabilities totaled $47. As of September 30, 2024, the weighted average remaining lease terms for an operating lease are 0.25 years. As of September 30, 2024, the weighted average discount rate on the operating lease is 12.60%. On May 10 2024, the Company entered into a new lease with Merritt 7 Ventures LLC, for commercial office space for its corporate headquarters. The lease has an 11-year term and is expected to commence in December 2024. Aggregate monthly base rent for the first year of the lease shall be $8,590. Base rent shall increase incrementally on an annual basis by approximately 3.6%. Customary tax and electricity rent assessments in addition to base rent are payable. In year one, the aggregate of these charges is $7,409 per month. Total payments over the life of the lease are expected to be $2,129.

Leases Liabilities

9 Months Ended

Sep. 30, 2024

7. Leases Liabilities

During the nine months ended September 30, 2024 and 2023, lease costs totaled $89 and $67, respectively.

As of December 31, 2023, operating lease liabilities totaled $207. During the nine months ended September 30, 2024, the Company made payments of $160 towards its operating lease liability. As of September 30, 2024, operating lease liabilities totaled $47.

As of September 30, 2024, the weighted average remaining lease terms for an operating lease are 0.25 years. As of September 30, 2024, the weighted average discount rate on the operating lease is 12.60%.

On May 10 2024, the Company entered into a new lease with Merritt 7 Ventures LLC, for commercial office space for its corporate headquarters. The lease has an 11-year term and is expected to commence in December 2024. Aggregate monthly base rent for the first year of the lease shall be $8,590. Base rent shall increase incrementally on an annual basis by approximately 3.6%. Customary tax and electricity rent assessments in addition to base rent are payable. In year one, the aggregate of these charges is $7,409 per month. Total payments over the life of the lease are expected to be $2,129.

Inventory (Tables)

9 Months Ended

Sep. 30, 2024

Inventory Disclosure [Abstract]

Schedule of Inventory

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

Schedule of Inventory

	September 30, 2024		December 31, 2023
Raw materials and packaging	$	6,143	$	6,445
Finished products		3,108		4,855
Total	$	9,251	$	11,300

Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net loss	$ (9,035)	$ (8,927)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	88	112
Loss on disposal of property and equipment		9
Amortization of debt discount	568	958
Fair value of vested options	268	351
Fair value of vested restricted shares granted to officers		3
Product quality hold write-down	(29)
Change in allowance for doubtful accounts	(282)	262
Inventory write-downs	(825)	(205)
Accrued interest	3,141	2,483
Changes in operating assets and liabilities:
Accounts receivable	1,084	142
Inventory	2,903	417
Prepaid expenses and other assets	(449)	450
Decrease in right of use assets	121	102
Accounts payable	180	(738)
Accrued dividend		(5)
Accrued expenses	173	639
Lease liabilities	(160)	(137)
Net cash used in operating activities	(2,254)	(4,084)
Cash flows from investing activities:
Trademark costs	(7)	(1)
Purchase of property and equipment	(51)	(84)
Sale of property and equipment		68
Net cash used in investing activities	(58)	(17)
Cash flows from financing activities:
Proceeds from line of credit	24,878	32,686
Payments on line of credit	(29,367)	(34,085)
Proceeds from convertible note payable, net of expenses		3,797
Payment of accrued interest on convertible note payable	(513)	(268)
Proceeds from sale of common stock	1,903	4,016
Proceeds from convertible notes	1,400
Proceeds from issuance of SAFE agreement	4,097	(1)
Payment of cash recorded as debt discount	(335)
Amounts from former related party, net	(48)	(1,573)
Net cash provided by financing activities	2,015	4,572
Net decrease in cash	(297)	471
Cash at beginning of period	603	533
Cash at end of period	306	1,004
Supplemental disclosures of cash flow information:
Cash paid for interest	238	548
Non-cash investing and financing activities:
Dividends on Series A Convertible Preferred Stock	5	$ 5
Reclass of prepaid expenses and accounts payable	$ 1,000

Subsequent Events

9 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

13. Subsequent Events

Convertible notes

On October 10, 2024, Whitebox sold and assigned its entire interest in eight secured promissory notes (the “Notes”) (Note 6) of the Company to the Company’s majority stockholder, D&D. The Notes contain customary affirmative and negative covenants and events of default. The Notes were secured by substantially all of the Company’s assets, including all intellectual property.

On November 14, 2024, the Company entered into a new secured one-year term loan with a principal amount of $10 million with Whitebox. The loan bears interest of 8% which is payable quarterly. The term loan is secured by substantially all of the Company’s assets, including all intellectual property. The Company used part of the proceeds to pay off and close its existing revolving line of credit (Note 5).

On November 14, 2024, in conjunction with the term loan transaction, D&D and the Company amended the Notes. D&D released all collateral under the Notes, deferred cash payments thereunder and extended the maturity dates of all of the Notes to 181 days after the maturity of the revolving credit facility, which is November 14, 2025 (with the maturity dates of the notes extended to May 14, 2026).

Board of Directors

On October 21, 2024, the board of directors of the Company, upon recommendation from its governance committee, appointed Sam Van to serve as a member of its board of directors. Mr. Van is an independent director designee of D&D.

On October 28, John J. Bello and Louis Imbrogno, Jr. resigned from the board of directors (“board”) of the Company. Prior to resignation, Mr. Bello had served as the Chairman of the board and a member of its operating committee. Mr. Imbrogno had served on the governance committee and audit committee and as chair of the compensation committee

On October 29, Thomas W. Kosler also resigned from the board. He had served as chair of the audit committee.

Schedule of Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials and packaging	$ 6,143	$ 6,445
Finished products	3,108	4,855
Total	$ 9,251	$ 11,300

Stock Warrants

9 Months Ended

Sep. 30, 2024

Stock Warrants

Stock Warrants

10. Stock Warrants

The Company’s warrant activity during the nine months ended September 30, 2024, 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, 2023		549,292	$	8.77		2.84	$	-
Granted		-		-		-
Exercised		-		-		-
Forfeited		-		-		-
Outstanding at September 30, 2024		549,292	$	8.77		2.34	$	-
Exercisable at September 30, 2024		549,292	$	8.77		2.34	$	-

As of September 30, 2024, the outstanding and exercisable warrants have no aggregate intrinsic value. The aggregate intrinsic value was calculated as the difference between the closing market price as of September 30, 2024, which was $1.39, and the exercise price of the Company’s warrants to purchase common stock.

Schedule of Secured Convertible Notes Payable (Details) (Parenthetical) - USD ($)			1 Months Ended		10 Months Ended	12 Months Ended
	Aug. 01, 2024	Aug. 01, 2022	Nov. 30, 2023	May 31, 2022	Oct. 31, 2023	Dec. 31, 2024	Sep. 30, 2024	Dec. 31, 2023
Short-Term Debt [Line Items]
Line of credit facility commitment fee percentage		10.00%
Line of credit facility description		(i) (x) prior to November 30, 2024, $9,500 and (y) on and after November 30, 2024, $6,500, if the Company has not publicly announced or is not actively pursuing a proposed transaction as a result of which the Company reasonably believes that its Common Stock will be listed on a national securities exchange) or $9,500 otherwise, minus (ii) any amounts repaid to ACS pursuant to the Option Notes (not to exceed $500) plus (iii) the aggregate principal amount of Original Notes voluntarily converted into Conversion Consideration (as defined therein), in each case subject to the terms of the collateral sharing agreement; provided that the sum of the amounts in clauses (i), (ii) and (ii) above shall not exceed $10,500 minus any amounts repaid ACS as contemplated by the Option Notes (not to exceed $500)
Aggregate principal amount							$ 5,471,000
Notes Payable A [Member]
Short-Term Debt [Line Items]
Principal balance of original notes	$ 6,504,000						10,250,000	$ 10,250,000
Cash proceeds	1,400
Finance cost	1,054,000
Convertible Notes Payable [Member] \| Whitebox Advisors, LLC [Member]
Short-Term Debt [Line Items]
Principal balance of original notes							1,054,000
Principal payment			$ 200,000
Notes Payable B [Member]
Short-Term Debt [Line Items]
Principal balance of original notes	$ 4,050,000						$ 6,504,000	$ 4,050,000
[custom:OutstandingPrincipalAmountRate]	11.13%
[custom:DebtInstrumentPenaltyAmount-0]	$ 1,400,000
Note Purchase Agreement [Member]
Short-Term Debt [Line Items]
Principal balance of original notes				$ 11,250,000
Debt instrument, interest rate terms, description				The Original Notes bear interest at 10% per annum (with 5% per annum payable in cash and 5% per annum payable in kind (“PIK”) by adding such PIK interest to the principal amount of the notes), are secured by substantially all of the Company’s assets (including all of its intellectual property) and are subject to a collateral sharing agreement with Alterna Capital (ACS), the Company’s existing secured lender
Debt Instrument, Maturity Date				Sep. 30, 2025
Principal payment					$ 200,000
Weighted average interest					90.00%
Aggregate principal amount				$ 12,000,000
Outstanding amount						$ 4,050,000

Secured Notes Payable

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Secured Notes Payable

6. Secured Notes Payable

Amounts outstanding under the Company’s secured convertible notes payable are as follows (amounts in 000’s except share amounts):

	September 30, 2024			December 31, 2023
Secured Convertible “Original” Notes Payable (A)	$	10,250		$	10,250
Secured “Option” Notes Payable (B)		6,504			4,050
Secured Convertible “Option” Notes Payable		6,504			4,050

Accrued interest		2,222			1,059
Accrued interest on excess debt borrowing		3,234			2,824
Capitalized financing costs		(459	)		(572	)
Total	$	21,751		$	17,611

Secured Notes

(A)

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 Alterna Capital (ACS), the Company’s existing secured lender. The Original Notes mature the earlier of September 30, 2025 or the scheduled maturity of any unsecured indebtedness incurred by the Company that is junior in right of payment to Note obligations. At each of September 30, 2024 and December 31, 2023, the principal balance of the Original Notes was $10,250.

Upon conversion or early payment, holders of the Original Notes are entitled to receive an interest make-whole payment, as defined, equal to the sum of the remaining scheduled payments of interest on the Original Notes that would be due at maturity, payable, at the Company’s option, in cash or in shares of common stock. On August 1, 2022, the Original Notes were amended to add a 10% fee (“Excess ABL Fee’) commencing with the fiscal month ending October 31, 2022 for the amount that the Company’s line of credit with ACS exceeds (i) (x) prior to November 30, 2024, $9,500 and (y) on and after November 30, 2024, $6,500, if the Company has not publicly announced or is not actively pursuing a proposed transaction as a result of which the Company reasonably believes that its Common Stock will be listed on a national securities exchange) or $9,500 otherwise, minus (ii) any amounts repaid to ACS pursuant to the Option Notes (not to exceed $500) plus (iii) the aggregate principal amount of Original Notes voluntarily converted into Conversion Consideration (as defined therein), in each case subject to the terms of the collateral sharing agreement; provided that the sum of the amounts in clauses (i), (ii) and (ii) above shall not exceed $10,500 minus any amounts repaid ACS as contemplated by the Option Notes (not to exceed $500).

The Original 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 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 to May 2024 was waived. The amortization period resumed on June 1, 2024.

(B)

At the time of issuance of the Original Notes, the Company also granted the investors an option to purchase up to an additional $12,000 aggregate principal amount of “Option Notes”. At December 31, 2023, the principal balance of the Option Notes was $4,050.

On August 1, 2024, the Company entered into an Option Exercise and Nineth Amendment (“Exercise and Amendment Agreement”) to the Notes with Whitebox. Pursuant to the Exercise and Amendment Agreement, holders of the Original Notes exercised an option to purchase an aggregate of approximately $6,504 Option Notes, which consisted of (i) an exchange of $4,050 of existing notes, (ii) additional cash proceeds to the Company of $1,400, and (iii) an additional finance cost of $1,054 The Option Notes mature on the earlier of December 15, 2024, and ninety one days before the schedule maturity of any unsecured indebtedness incurred by the Company that is junior in right of payment to its Note obligations. The Option Notes bear interest in arrears on the outstanding principal amount at a rate of 11.13% per annum, payable in cash. The Option Notes may be prepaid without premium or penalty. Unless $1,400 of the principal amount is prepaid, payment of any Option Note on the maturity date (or due to an acceleration (whether declared or automatic)) shall be accompanied by an additional amount (such amount, the “MOIC Deficiency Amount”), if any, sufficient to achieve a 1.13:1.00 multiple of invested capital since August 1, 2024 (the “MOIC”) on the aggregate principal amount of the Option Notes being paid. The MOIC Deficiency Amount shall be calculated based on (i) the sum of all fees, original issue discount, interest, premiums, principal and other payments received in cash by the applicable holders in respect of the Option Notes since August 1, 2024 (excluding any reimbursement of out-of-pocket costs or expenses reimbursed and any indemnification payments made to the applicable Holders in respect of the Option Notes), as the numerator, and (ii) the aggregate principal amount of the Option Notes on August 1, 2024, as the denominator.

Pursuant to the Exercise and Amendment Agreement, Whitebox temporarily waived the specified events of default under the Notes and temporarily waived any requirement that the Company conduct a repurchase of Original Notes in the event of a Make-Whole Fundamental Change (as defined in the Original Notes), subject to the terms and conditions therein.

Waiver of Default

On August 1, 2024, the Whitebox waived the specified events of default under the Original Notes and Option Notes (collectively referred to herein as the “Notes”) and temporarily waived any requirement that the Company conduct a repurchase of Original Notes in the event of a Make-Whole Fundamental Change (as defined in the Original Notes) through December 15, 2024 (See Note 13).

Accrued Interest

At December 31, 2023, the balance of accrued interest was $3,883. During the period ended September 30, 2024, the Company recorded interest of $3,141, made up of $1,832 of interest on the Notes, and $1,309 related to the excess ABL fees and made payments of $514 towards accrued interest and $1,054 was added to the principal of the Option Notes. At September 30, 2024, the balance of accrued interest was $5,456.

Debt Discount

At December 31, 2023, the unamortized debt discount was $572. During the period ended September 30, 2024, the Company incurred $335 of costs for the aforementioned waivers. These costs have been capitalized and are being amortized over the term of the Notes or waiver period. For the nine months ended September 30, 2024, amortization of debt discount was $448, and as of September 30, 2024, the remaining unamortized debt discount balance is $459.

- 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.

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+ Details

Subsequent Events (Details Narrative) - Subsequent Event [Member] $ in Millions	Nov. 14, 2024 USD ($)
Subsequent Event [Line Items]
Debt Instrument, Face Amount	$ 10
Long-Term Debt, Percentage Bearing Variable Interest, Percentage Rate	8.00%

Stock Warrants (Tables)

9 Months Ended

Sep. 30, 2024

Stock Warrants

Schedule of Warrant Activity

The Company’s warrant activity during the nine months ended September 30, 2024, 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, 2023		549,292	$	8.77		2.84	$	-
Granted		-		-		-
Exercised		-		-		-
Forfeited		-		-		-
Outstanding at September 30, 2024		549,292	$	8.77		2.34	$	-
Exercisable at September 30, 2024		549,292	$	8.77		2.34	$	-

Line of Credit (Tables)

9 Months Ended

Sep. 30, 2024

Line Of Credit

Schedule of Amount Outstanding Under Credit Facilities

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

	September 30, 2024			December 31, 2023
Line of credit – Alterna Capital Solutions	$	5,471		$	9,959
Less: capitalized financing costs		(81	)		(201	)
Total	$	5,390		$	9,758

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed financial statements of Reed’s, Inc. (the “Company”, “we”, “us”, or “our”), have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. We believe that the disclosures contained in these condensed financial statements are adequate to make the information presented herein not misleading. These condensed financial statements should be read in conjunction with the financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 1, 2024. The accompanying condensed financial statements are unaudited, but in the opinion of management, contain all adjustments, including normal recurring adjustments, necessary to present fairly the Company’s financial position as of September 30, 2024, and the results of its operations and its cash flows for the nine months ended September 30, 2024 and 2023. The balance sheet as of December 31, 2023 is derived from the Company’s audited financial statements.

The results of operations for the nine months ended September 30, 2024, are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2024.

Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the nine months ended September 30, 2024, the Company recorded a net loss of $9,035, and utilized $2,254 of cash in operations and at September 30, 2024, had a working capital deficiency of $22,923 and a stockholders’ deficit of $21,953. As of September 30, 2024, the Company borrowed $5,471 on its line of credit and owed $22,210 on its Notes (See Note 5 and Note 6 for further detail). These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended December 31, 2023, has also expressed substantial doubt about the Company’s ability to continue as a going concern.

As of September 30, 2024, we had a cash balance of $306, no availability under our line of credit and $7,529 of additional borrowing capacity from the credit facility assuming there is availability under the terms.

Historically, we have financed our operations through public and private sales of common stock, issuance of preferred and common stock, convertible debt instruments, term loans and credit lines from financial institutions, and cash generated from operations. To alleviate these conditions, management is currently evaluating various funding alternatives and may seek to raise additional funds through the issuance of equity, mezzanine or debt securities, through arrangements with strategic partners or through obtaining credit from financial institutions. The Company is continuing to discuss restructuring of debt with existing lenders and is exploring new financing opportunities to address the line of credit which comes due in March 2025 (see Note 5) and the portion of the debt under the Notes which comes due on December 15, 2024 (see Note 6). As we seek additional sources of financing, there can be no assurance that such financing would be available to us on favorable terms or at all. Our ability to obtain additional financing in the debt and equity capital markets is subject to several factors, including market and economic conditions, our performance and investor sentiment with respect to us and our industry.

We have also taken decisive action to improve our margins, including fully outsourcing our manufacturing process, streamlining our product portfolio, negotiating improved vendor contracts and restructuring our selling prices.

Recent Trends - Market Conditions

Although the U.S. economy continued to grow throughout 2023 and into Q3 2024, the higher inflation, the actions by the Federal Reserve to address inflation, and rising energy prices create uncertainty about the future economic environment which will continue to evolve and may impact our business in future periods. We have experienced supply chain challenges, including increased lead times, as well as inflation of raw materials, logistics and labor costs due to availability constraints and high demand. Although we regularly monitor companies in our supply chain, and use alternative suppliers when necessary and available, supply chain constraints could cause a disruption in our ability to obtain raw materials required to manufacture our products and adversely affect our operations.

During the three months ending September 30, 2024, the Company continued to experience moderation from the elevated freight costs experienced in 2023. The average cost of shipping and handling for the three months ended September 30, 2024, was $2.99 as compared to $2.98 in the three months ended September 30, 2023. During the nine months ended September 30, 2024, the average cost of shipping and handling was $2.66 per case, as compared to $3.17 per case for the nine months ended September 30, 2023. Although the Company has experienced decreases in freight costs over the last four 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 affecting 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. The Company has experienced moderation in inflation and anticipates this continuing throughout 2024.

Use of Estimates

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

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers (“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 damage occurred pre-fulfilment. Damaged product returns have historically been insignificant. Because of this, the stand-alone nature of our products, and our assessment of performance obligations and transaction pricing for our sales contracts, we do not currently maintain a contract asset or liability balance for obligations. We assess our contracts and the reasonableness of our conclusions on a quarterly basis.

Loss per Common Share

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

For the periods ended September 30, 2024 and 2023, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have had an anti-dilutive effect. The potentially dilutive securities consisted of the following:

	September 30, 2024		September 30, 2023
Warrants		549,292		549,292
Options		128,309		145,012
Convertible note payable		1,844,829		1,475,725
Common stock equivalent of Series A Convertible Preferred stock		753		753
Total		2,523,183		2,170,782

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 expenses for non-employees is in the same period and manner as if the Company had paid cash for the services. The Company recognizes the fair value of stock-based compensation within its Statements of Operations with classification depending on the nature of the services rendered.

The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods.

Advertising Costs

Advertising costs are expensed as incurred and are included in selling and marketing expense. Advertising costs for the three months ended September 30, 2024, and 2023, aggregated $8 and $22, respectively. Advertising costs for the nine months ended September 30, 2024, and 2023, aggregated $38 and $82, respectively.

Concentrations

Net sales. During the three months ended September 30, 2024, two customers accounted for 18% and 15% of gross billing, respectively, and during the nine months ended September 30, 2024, three customers accounted for 18%, 15%, and 11% of gross billing, respectively. During the three months ended September 30, 2023, three customers accounted for 22%, 14%, and 12% of gross billing, respectively, and during the nine months ended September 30, 2023, two customers accounted for 19% and 13% of gross billing, respectively. No other customers exceeded 10% of sales in either period.

Accounts receivable. As of September 30, 2024, the Company had accounts receivable from two customers which comprised 32% and 13% of its gross accounts receivable, respectively. 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. No other customers exceeded 10% of gross accounts receivable in either period.

The Company utilizes co-packers to produce 100% of its products. During the nine months ended September 30, 2024 and the year ended December 31, 2023, the Company utilized nine 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 11). 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 nine months ended September 30, 2024, the Company’s two largest vendors accounted for approximately 11% and 10% of all purchases. During the nine months ended September 30, 2023, the Company’s largest vendor accounted for approximately 9% of all purchases. No other vendors exceeded 10% of all purchases in either period.

Accounts payable. As of September 30, 2024, no vendor accounted for more than 10% of total accounts payable. As of December 31, 2023, two vendors accounted for 10% and 10% of total accounts payable, respectively. No other vendors exceeded 10% of accounts payable in either period.

Fair Value of Financial Instruments

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

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

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

Level 3—Unobservable inputs based on the Company’s assumptions.

The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable, short-term bank loans, accounts payable, notes payable and other payables, approximate their fair values because of the short maturity of these instruments. The carrying values of capital lease obligations and long-term financing obligations approximate their fair values because interest rates on these obligations are based on prevailing market interest rates.

The fair value of our liability under our SAFE investments were determined using level 3 inputs. (Note 8)

Reclassifications

Certain prior year amounts have been reclassified for consistency with the current period presentation. Collection from customers amounting to $1,217 that was previously presented as a deduction from prepaid expenses at December 31, 2023 have been reclassed as an offset against accounts receivable. This reclassification had no effect on the reported results of operations or cash flows.

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 became effective for the Company on January 1, 2024. to The adoption of 2023-7 did not have a material impact on the Company’s results of operations, financial position or cash flows.

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.

Issuance of Common Stock (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended			9 Months Ended
	Sep. 09, 2024	Sep. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2024
Change in fair value of SAFE investments		$ 1,393
Total consideration		1,903			1,903	$ 4,016
Securities Purchase Agreement [Member]
Number of shares issued	4,000,000,000
Total consideration	$ 6,000
Total capital raise, shares	2,731,205
Total capital raise, value	$ 4,097
Conversion of shares, value	1,903,000
Securities Purchase Agreement [Member] \| D&D Source of Life Holding Ltd [Member]
Conversion of shares, value	1,268,795
Simple Agreements For Future Equity Investments [Member]
SAFE investments							$ 5,490
Change in fair value of SAFE investments		$ 1,393			$ 1,393
Simple Agreements For Future Equity Investments [Member] \| Stockholders [Member]
Proceeds from Related Party Debt			$ 4,097
Share Price			$ 1.50

Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total cost	$ 1,612	$ 1,561
Accumulated depreciation and amortization	(1,277)	(1,068)
Net value	335	493
Right of Use Assets Under Operating Leases [Member]
Property, Plant and Equipment [Line Items]
Total cost	724	724
Computer Hardware and Software [Member]
Property, Plant and Equipment [Line Items]
Total cost	400	400
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Total cost	352	352
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Total cost	$ 136	$ 85

Secured Notes Payable (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Short-Term Debt [Line Items]
Interest on convertible notes	$ 2,405	$ 1,293	$ 4,578	$ 4,459
Amortization of debt discount			568	$ 958
Whitebox Advisors, LLC [Member] \| Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Accrued interest	5,456		5,456		$ 3,883
Interest on convertible notes			3,141
Interest expenses			1,832
Excess of asset base loan fees			1,309
Accrued interest	514		514
Principal balance of original notes	1,054		1,054
Unamortized debt discount amount	459		459		$ 572
Incurred costs for aforementioned waivers	$ 335		335
Amortization of debt discount			$ 448

Secured Notes Payable (Tables)

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Schedule of Secured Convertible Notes Payable

Amounts outstanding under the Company’s secured convertible notes payable are as follows (amounts in 000’s except share amounts):

	September 30, 2024			December 31, 2023
Secured Convertible “Original” Notes Payable (A)	$	10,250		$	10,250
Secured “Option” Notes Payable (B)		6,504			4,050
Secured Convertible “Option” Notes Payable		6,504			4,050

Accrued interest		2,222			1,059
Accrued interest on excess debt borrowing		3,234			2,824
Capitalized financing costs		(459	)		(572	)
Total	$	21,751		$	17,611

Secured Notes

(A)

(B)

Intangible Assets

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

4. Intangible Assets

Intangible assets consist of the following (in thousands):

Summary of Intangible Assets

	September 30, 2024		December 31, 2023
Brand names	$	576	$	576
Trademarks		60		53
Total	$	636	$	629

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

9 Months Ended

Sep. 30, 2024

Schedule of Related Parties

At September 30, 2024 and 2023, accounts receivable due from and accounts payable due to CCB were as follows:

Schedule of Related Parties

	September 30, 2024			December 31, 2023
Accounts receivable, net of provision of $1,123 and $1,123 at September 30, 2024 and December 31, 2023, respectively		259			259
Accounts payable		(211	)		(259	)
Net (payable) receivable		48			-

Stock Warrants (Details Narrative)	Sep. 30, 2024 $ / shares
Securities Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrants exerice price	$ 1.39

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The results of operations for the nine months ended September 30, 2024, are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2024.

Going Concern

Going Concern

Recent Trends - Market Conditions

Recent Trends - Market Conditions

Use of Estimates

Use of Estimates

Revenue Recognition

Revenue Recognition

Loss per Common Share

Loss per Common Share

	September 30, 2024		September 30, 2023
Warrants		549,292		549,292
Options		128,309		145,012
Convertible note payable		1,844,829		1,475,725
Common stock equivalent of Series A Convertible Preferred stock		753		753
Total		2,523,183		2,170,782

Stock Compensation Expense

Stock Compensation Expense

Advertising Costs

Advertising Costs

Concentrations

Concentrations

Fair Value of Financial Instruments

Fair Value of Financial Instruments

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

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

Level 3—Unobservable inputs based on the Company’s assumptions.

The fair value of our liability under our SAFE investments were determined using level 3 inputs. (Note 8)

Reclassifications

Reclassifications

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Condensed Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Accounts receivable, net of allowance	$ 577	$ 860
Property and equipment, accumulated depreciation	1,277	1,068
Capitalized financing costs	81	201
Debt discount current	459	572
Debt discount, noncurrent	$ 0	$ 148
Series A convertible preferred stock, par value	$ 10	$ 10
Series A convertible preferred stock, shares authorized	500,000	500,000
Series A convertible preferred stock, shares issued	9,411	9,411
Series A convertible preferred stock, shares outstanding	9,411	9,411
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	180,000,000	180,000,000
Common stock, shares issued	8,187,291	4,187,291
Common stock, shares outstanding	8,187,291	4,187,291

Transactions with California Custom Beverage, LLC, former related party (Details Narrative) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2018
California Custom Beverage, LLC [Member]
Related Party Transaction [Line Items]
Due to related party	$ 452	$ 452
Christopher J. Reed [Member] \| California Custom Beverage, LLC [Member]
Related Party Transaction [Line Items]
Royalty percentage			5.00%

- Definition

Amount of liabilities classified as other.

+ References + Details

Condensed Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Net Sales	$ 6,752	$ 11,856	$ 28,221	$ 33,018
Cost of goods sold	5,537	7,823	19,762	23,778
Gross profit	1,215	4,033	8,459	9,240
Operating expenses:
Delivery and handling expense	1,279	1,908	4,204	5,714
Selling and marketing expense	1,283	861	3,473	3,567
General and administrative expense	1,791	1,407	5,239	4,427
Total operating expenses	4,353	4,176	12,916	13,708
Loss from operations	(3,138)	(143)	(4,457)	(4,468)
Interest expense	(2,405)	(1,293)	(4,578)	(4,459)
Change in fair value of SAFE investments	1,393
Net loss	(4,150)	(1,436)	(9,035)	(8,927)
Dividends on Series A Convertible Preferred Stock			(5)	(5)
Net Loss Attributable to Common Stockholders	$ (4,150)	$ (1,436)	$ (9,040)	$ (8,932)
Loss per share - basic	$ (0.82)	$ (0.34)	$ (2.02)	$ (2.69)
Loss per share - diluted	$ (0.82)	$ (0.34)	$ (2.02)	$ (2.69)
Weighted average number of shares outstanding - basic	5,066,412	4,169,131	4,483,587	3,322,959
Weighted average number of shares outstanding - diluted	5,066,412	4,169,131	4,483,587	3,322,959

Schedule of Warrant Activity (Details) - Warrant [Member] - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares outstanding, Beginning balance	549,292
Weighted average exercise price, outstanding	$ 8.77
Weighted average remaining contractual terms (years), outstanding	2 years 4 months 2 days	2 years 10 months 2 days
Aggregate intrinsic value shares outstanding beginning
Shares, granted
Weighted average exercise price, granted
Shares, exercised
Weighted average exercise price, exercised
Shares, forfeited
Weighted average exercise price, forfeited
Shares outstanding, Ending balance	549,292	549,292
Weighted average exercise price, outstanding ending balance	$ 8.77	$ 8.77
Aggregate intrinsic value shares outstanding
Shares exercisable	549,292
Weighted average exercise price, exercisable	$ 8.77
Weighted average remaining contractual terms (years), exercisable	2 years 4 months 2 days
Aggregate intrinsic value shares exercisable

Schedule of Potentially Dilutive Securities (Details) - shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	2,523,183	2,170,782
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	549,292	549,292
Equity Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	128,309	145,012
Convertible Notes Payable [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	1,844,829	1,475,725
Common Stock Equivalent of Series A Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	753	753

Summary of Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Brand names	$ 576	$ 576
Trademarks	60	53
Total	$ 636	$ 629

Schedule of Related Parties (Details) (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Related Party [Member]
Related Party Transaction [Line Items]
Net of provision	$ 1,123	$ 1,123

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 13, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-32501
Entity Registrant Name	REED’S, INC.
Entity Central Index Key	0001140215
Entity Tax Identification Number	35-2177773
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	201 Merritt 7
Entity Address, City or Town	Norwalk
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06851
City Area Code	(800)
Local Phone Number	997-3337
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		8,187,291

Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

12. Commitments and Contingencies

During 2023, the firm engaged an investment bank to explore financing options for the Company. We have a maximum obligation of $1.2M in fees so far in this engagement. These fees will be recognized on a success basis and will be paid out only if a transaction is finalized.

In 2018, CCB assumed the monthly payments on our lease obligation for a Los Angeles manufacturing plant for payments through September 2024, and our release from the obligation by the lessor, however, is dependent upon CCB’s deposit of $1,200 of security with the lessor. As of September 30, 2024, $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 $10 that remain in escrow with the lessor.

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

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

Issuance of Common Stock

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Issuance of Common Stock

8. Issuance of Common Stock

During the first quarter of 2024, the Company received $4,097 in gross proceeds from three significant stockholders of the Company, D&D Source of Life Holding LTD (“D&D”) and Union Square Park Partners LP, and John J. Bello, the Company’s former Chairman, pursuant to Simple Agreements for Future Equity (“SAFE”) investments. The SAFE investments were to 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. 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. The Company initially recorded the SAFE investments as a liability at $5,490 which was reflected on its June 30, 2024 balance sheet, and reflected a loss from change in fair value of SAFE investments of $1,393.

On September 9, 2024, the Company entered into a Securities Purchase Agreement with various purchasers for the issuance of 4,000,000 common shares for total consideration of $6,000. The various purchasers also held the investment in the Company’s SAFEs. As part of the total capital raise, 2,731,205 shares of common stock valued at $4,097 upon conversion of the SAFEs , an additional 1,268,795 common shares were issued to D&D Source of Life Holding Ltd. for consideration of $1,903.

Upon conversion of the SAFE instruments during the three months ended September 30, 2024, the Company recorded a gain from change in fair value of SAFE investments of $1,393.

- 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/1943274/2147477968/946-235-50-2

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/1943274/2147477968/946-235-50-2

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/1943274/2147478448/946-505-50-6

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
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-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

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-Topic 505
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/505/tableOfContent

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-Topic 505
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-Section 50
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
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-Subparagraph (g)
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Topic 505
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
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-Topic 505
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-Topic 505
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Schedule of Potentially Dilutive Securities

	September 30, 2024		September 30, 2023
Warrants		549,292		549,292
Options		128,309		145,012
Convertible note payable		1,844,829		1,475,725
Common stock equivalent of Series A Convertible Preferred stock		753		753
Total		2,523,183		2,170,782

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (4,150)	$ (1,436)	$ (9,035)	$ (8,927)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
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-Name Accounting Standards Codification
-Section 65
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Subparagraph (SX 210.4-08(g)(1)(ii))
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-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482765/220-10-50-6

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
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-Name Accounting Standards Codification
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Name Accounting Standards Codification
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Name Accounting Standards Codification
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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Reference 17: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479105/946-220-45-7

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
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-Name Accounting Standards Codification
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-Paragraph 1
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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Reference 31: http://www.xbrl.org/2003/role/disclosureRef
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Reference 32: http://www.xbrl.org/2003/role/disclosureRef
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Reference 33: http://www.xbrl.org/2003/role/disclosureRef
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Reference 34: http://fasb.org/us-gaap/role/ref/legacyRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 45
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-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 45
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
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Reference 37: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

Schedule of Related Parties (Details) - Related Party [Member] - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Related Party Transaction [Line Items]
Accounts receivable, net of provision of $1,123 and $1,123 at September 30, 2024 and December 31, 2023, respectively	$ 259	$ 259
Accounts payable	(211)	(259)
Net (payable) receivable	$ 48

Schedule of Stock Option Activity (Details) - USD ($)	9 Months Ended	12 Months Ended
Schedule of Stock Option Activity (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]
Shares Outstanding, Beginning balance	143,000
Weighted-Average Exercise Price, Outstanding	$ 45.09
Weighted-Average Remaining Contractual Terms (Years), Outstanding	5 years 11 months 19 days	6 years 9 months
Aggregate Intrinsic Value, Shares Outstanding
Shares, Granted
Weighted-Average Exercise Price, Granted
Shares, Exercised
Weighted-Average Exercise Price, Exercised
Shares, Unvested forfeited	(5,178)
Weighted-Average Exercise Price, Unvested forfeited	$ 16.61
Shares, Vested forfeited	(9,513)
Weighted-Average Exercise Price, Vested forfeited	$ 44.98
Shares Outstanding, Ending balance	128,309	143,000
Weighted-Average Exercise Price, Outstanding	$ 46.18	$ 45.09
Aggregate Intrinsic Value, Shares Outstanding
Shares, Exercisable	112,447
Weighted-Average Exercise Price, Exercisable	$ 50.06
Weighted-Average Remaining Contractual Terms (Years), Exercisable	5 years 8 months 12 days
Aggregate Intrinsic Value

Property and Equipment (Details Narrative) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Depreciation	$ 88	$ 112
Amortization of right-of-use assets	$ 121	$ 102

Summary of Significant Accounting Policies (Details Narrative) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)
Product Information [Line Items]
Net Income (Loss) Attributable to Parent	$ 4,150	$ 1,436	$ 9,035	$ 8,927
Cash in operations			2,254	4,084
Working capital deficiency	22,923		22,923
Equity, Attributable to Parent	21,953	12,760	21,953	12,760	$ 19,181	$ 23,849	$ 11,463	$ 8,470
Line of credit	5,471		5,471
Convertible notes payable	22,210		22,210
Cash	306		306		603
Additional borrowing capacity	7,529		7,529
Advertising costs	$ 8	$ 22	$ 38	$ 82
Collection from customers					$ 1,217
Customer One [Member] \| Revenue Benchmark [Member] \| Product Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage	18.00%	22.00%	18.00%	19.00%
Customer One [Member] \| Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage			32.00%		24.00%
Customer Two [Member] \| Revenue Benchmark [Member] \| Product Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage	15.00%	14.00%	15.00%	13.00%
Customer Two [Member] \| Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage			13.00%		15.00%
Customer Three [Member] \| Revenue Benchmark [Member] \| Product Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage		12.00%	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] \| Product Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage			11.00%	9.00%
Vendor One [Member] \| Accounts Payable [Member] \| Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage			10.00%		10.00%
Vendor Two [Member] \| Revenue Benchmark [Member] \| Product Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage			10.00%
Vendor Two [Member] \| Accounts Payable [Member] \| Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage					10.00%
Shipping and Handling [Member]
Product Information [Line Items]
Average cost	2.99	2.98	2.66	3.17

Condensed Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash	$ 306	$ 603
Accounts receivable, net of allowance of $577 and $860, respectively	2,770	3,571
Inventory	9,251	11,300
Prepaid expenses and other current assets	1,476	2,028
Total current assets	14,062	17,761
Property and equipment, net of accumulated depreciation of $1,277 and $1,068, respectively	335	493
Intangible assets	636	629
Total assets	15,033	18,883
Current liabilities:
Accounts payable	8,313	9,133
Accrued expenses	1,274	1,096
Revolving line of credit, net of capitalized financing costs of $81 and $201, respectively	5,390	9,758
Current portion of convertible notes payable, net of debt discount of $459 and $572, respectively	21,751	6,737
Current portion of lease liabilities	47	207
Total current liabilities	36,986	27,190
Convertible note payable, net of debt discount of $0 and $148, respectively, less current portion		10,874
Total liabilities	36,986	38,064
Stockholders’ deficit:
Series A Convertible Preferred stock, $10 par value, 500,000 shares authorized, 9,411 shares issued and outstanding	94	94
Common stock, $.0001 par value, 180,000,000 shares authorized; 8,187,291 and 4,187,291 shares issued and outstanding, respectively	1
Additional paid in capital	125,719	119,452
Accumulated deficit	(147,767)	(138,727)
Total stockholders’ deficit	(21,953)	(19,181)
Total liabilities and stockholders’ deficit	15,033	18,883
Related Party [Member]
Current assets:
Receivable from former related party	259	259
Current liabilities:
Payable to former related party	$ 211	$ 259

Leases Liabilities (Details Narrative) - USD ($) $ in Thousands		9 Months Ended
	May 10, 2024	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Leases Liabilities
Lease cost		$ 89	$ 67
Operating leases liability		47		$ 207
Payments of operating lease liability		$ 160
Operating Lease, Weighted Average Remaining Lease Term		3 months
Operating Lease, Weighted Average Discount Rate, Percent	3.60%	12.60%
Operating leases liability	$ 8,590
Payments for rent	7,409
Operating lease payments	$ 2,129

Schedule of Amount Outstanding Under Credit Facilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Line of Credit Facility [Line Items]
Total	$ 5,390	$ 9,758
Capitalized financing costs	(81)	(201)
Alterna Capital Solutions [Member]
Line of Credit Facility [Line Items]
Total	$ 5,471	$ 9,959

Stock-Based Compensation (Details Narrative) - Share-Based Payment Arrangement, Option [Member] - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Fair value of vested stock option	$ 268	$ 351
Aggregate value of unvested compensation	$ 105
Stock price	$ 1.39

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
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+ Details

Line of Credit

9 Months Ended

Sep. 30, 2024

Line Of Credit

Line of Credit

5. Line of Credit

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

	September 30, 2024			December 31, 2023
Line of credit – Alterna Capital Solutions	$	5,471		$	9,959
Less: capitalized financing costs		(81	)		(201	)
Total	$	5,390		$	9,758

In March, 2022, the Company entered into a financing agreement for a line of credit with Alterna Capital Solutions (“ACS”). The ACS line of credit is for a term of 3 years, provides for borrowings of up to $13,000, and is secured by eligible accounts receivable and inventory, and are subject to a collateral sharing agreement with Whitebox, another secured lender (see Note 6). An over advance rider provides for up to $500 of additional borrowing above the collateralized base (the “Over Advance”) up to a total borrowing of $13,500. As of September 30, 2024, there was no remaining availability under the line of credit, and $7,529 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 September 30, 2024 and 13.25% at December 31, 2023). Borrowings based on inventory bears an interest of prime plus 5.25% but not less than 8.5% (13.90% at September 30, 2024 and 13.90% at December 31, 2023). The additional over advance rider bears a rate of prime plus 12.75%, but not less than 16.00% (25.00% at September 30, 2024 and 18.00% at December 31, 2023). Additionally, the line of credit is subject to a monthly monitoring fee of $1 with a minimum usage requirement on the credit facility. A loan balance of less than $1,500 will bear interest at a rate in line with account receivables advances plus the monthly monitoring fee of $1.

The Company incurred $483 of direct costs of the transaction, consisting primarily of broker, bank and legal fees. These costs have been capitalized and are being amortized over the 3-year life of the ACS agreement. The unamortized debt discount balance was $201 at December 31, 2023. For the nine months ended September 30, 2024, amortization of debt discount was $120, and as of September 30, 2024, the remaining unamortized debt discount balance is $81.

On July 26, 2024, Norman E. Snyder Jr, CEO of the Company, provided a personal guaranty for $500 over advance on our existing line of credit. The over advance was repaid by September 30, 2024.

Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2018
Loss Contingencies [Line Items]
Common stock value	$ 1,903	$ 1,903	$ 4,016
Common Stock [Member]
Loss Contingencies [Line Items]
Common stock placed, shares	1,268,795		1,566,732
Common stock value
Chris Reed [Member] \| California Custom Beverage, LLC [Member]
Loss Contingencies [Line Items]
Deposit of security with lessor	$ 800	800			$ 1,200
Common stock value		$ 10
Chris Reed [Member] \| California Custom Beverage, LLC [Member] \| Common Stock [Member]
Loss Contingencies [Line Items]
Common stock placed, shares		7,260
Maximum [Member]
Loss Contingencies [Line Items]
Maximum obligation				$ 1,200

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.

+ References + Details

Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Intangible Assets

Intangible assets consist of the following (in thousands):

Summary of Intangible Assets

	September 30, 2024		December 31, 2023
Brand names	$	576	$	576
Trademarks		60		53
Total	$	636	$	629

Line of Credit (Details Narrative) - USD ($) $ in Thousands		1 Months Ended	9 Months Ended
Line of Credit (Details Narrative) - USD ($) $ in Thousands	Jul. 26, 2024	Mar. 31, 2022	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Line of Credit Facility [Line Items]
Borrowing capacity			$ 7,529
Line of credit			5,471
Amortization of debt discount			568	$ 958
Norman E Snyder [Member]
Line of Credit Facility [Line Items]
Over advance for line of credit	$ 500
Alterna Capital Solutions [Member]
Line of Credit Facility [Line Items]
Line of credit term		3 years
Borrowing capacity		$ 13,000	7,529
Over advance for line of credit		500
Remaining line of credit			$ 0
Line of credit description			Borrowings based on receivables bears an interest of prime plus 4.75% but not less than 8.0% (13.25% at September 30, 2024 and 13.25% at December 31, 2023). Borrowings based on inventory bears an interest of prime plus 5.25% but not less than 8.5% (13.90% at September 30, 2024 and 13.90% at December 31, 2023). The additional over advance rider bears a rate of prime plus 12.75%, but not less than 16.00% (25.00% at September 30, 2024 and 18.00% at December 31, 2023). Additionally, the line of credit is subject to a monthly monitoring fee of $1 with a minimum usage requirement on the credit facility
Line of credit			$ 1,500
Monitoring fee			1
Direct operating costs			$ 483
Amortization of line of credit period			3 years
Remaining unamortization of debt discount			$ 81		$ 201
Amortization of debt discount			$ 120
Whitebox Another Secured Lender [Member]
Line of Credit Facility [Line Items]
Borrowing capacity		$ 13,500

Schedule of Secured Convertible Notes Payable (Details) - USD ($) $ in Thousands	Aug. 01, 2024	Sep. 30, 2024	Dec. 31, 2023
Notes Payable A [Member]
Short-Term Debt [Line Items]
Principal balance of original notes	$ 6,504	$ 10,250	$ 10,250
Notes Payable B [Member]
Short-Term Debt [Line Items]
Principal balance of original notes	$ 4,050	6,504	4,050
Debt Instrument, Maturity Date, Description	The Option Notes mature on the earlier of December 15, 2024, and ninety one days before the schedule maturity of any unsecured indebtedness incurred by the Company that is junior in right of payment to its Note obligations.
Secured Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Accrued interest		2,222	1,059
Accrued interest on excess debt borrowing		3,234	2,824
Capitalized financing costs		(459)	(572)
Total		$ 21,751	$ 17,611

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Insider Trading Arrangements [Line Items]
Non-Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Terminated	false

Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

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

Schedule of Property and Equipment

	September 30, 2024			December 31, 2023
Right-of-use assets under operating leases	$	724		$	724
Computer hardware and software		400			400
Machinery and equipment		352			352
Construction in progress		136			85
Total cost		1,612			1,561
Accumulated depreciation and amortization		(1,277	)		(1,068	)
Net value	$	335		$	493

Transactions with California Custom Beverage, LLC, former related party

9 Months Ended

Sep. 30, 2024

Transactions with California Custom Beverage, LLC, former related party

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

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

At September 30, 2024 and 2023, accounts receivable due from and accounts payable due to CCB were as follows:

Schedule of Related Parties

	September 30, 2024			December 31, 2023
Accounts receivable, net of provision of $1,123 and $1,123 at September 30, 2024 and December 31, 2023, respectively		259			259
Accounts payable		(211	)		(259	)
Net (payable) receivable		48			-

In addition, on April 19, 2023, the Company received a letter from CCB demanding payment of various amounts, including the $452 and $452 outstanding at September 30, 2024 and December 31, 2023, 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
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-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Stock Option Activity

The following table summarizes stock option activity during the nine months ended September 30, 2024:

Schedule of Stock Option Activity

	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Terms (Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2023		143,000		$	45.09		6.75	$	-
Granted		-		$	-
Exercised		-		$	-
Unvested forfeited		(5,178	)	$	16,61
Vested forfeited		(9,513	)	$	44.98
Outstanding at September 30, 2024		128,309		$	46.18		5.97	$	-
Exercisable at September 30, 2024		112,447		$	50.06		5.70	$	-

Condensed Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands	Common Stock [Member]	Preferred Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2022		$ 94	$ 114,635	$ (123,199)	$ (8,470)
Balance, shares at Dec. 31, 2022	2,519,485	9,411
Fair value of vested options			351		351
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				(8,927)	(8,927)
Dividends on Series A Convertible Preferred Stock				(5)	(5)
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)
Common shares issued for financing costs			273		273
Common shares issued for financing costs, shares	82,438
Balance at Sep. 30, 2023		$ 94	119,277	(132,131)	(12,760)
Balance, shares at Sep. 30, 2023	4,169,131	9,411
Balance at Jun. 30, 2023		$ 94	119,138	(130,695)	(11,463)
Balance, shares at Jun. 30, 2023	4,169,131	9,411
Fair value of vested options			139		139
Net loss				(1,436)	(1,436)
Balance at Sep. 30, 2023		$ 94	119,277	(132,131)	(12,760)
Balance, shares at Sep. 30, 2023	4,169,131	9,411
Balance at Dec. 31, 2023		$ 94	119,452	(138,727)	(19,181)
Balance, shares at Dec. 31, 2023	4,187,291	9,411
Fair value of vested options			268		268
Common shares issued for cash, net of offering costs			1,903		1,903
Common shares issued upon conversion of SAFE agreement	$ 1		4,096		4,097
Common shares issued upon conversion of SAFE agreement, shares	2,731,205
Net loss				(9,035)	(9,035)
Dividends on Series A Convertible Preferred Stock				(5)	(5)
Balance at Sep. 30, 2024	$ 1	$ 94	125,719	(147,767)	(21,953)
Balance, shares at Sep. 30, 2024	8,187,291	9,411
Balance at Jun. 30, 2024		$ 94	119,674	(143,617)	(23,849)
Balance, shares at Jun. 30, 2024	4,187,291	9,411
Fair value of vested options			46		46
Common shares issued for cash, net of offering costs			1,903		1,903
Common shares issued for cash, net of offering costs, shares	1,268,795
Common shares issued upon conversion of SAFE agreement	$ 1		4,096		4,097
Common shares issued upon conversion of SAFE agreement, shares	2,731,205
Net loss				(4,150)	(4,150)
Balance at Sep. 30, 2024	$ 1	$ 94	$ 125,719	$ (147,767)	$ (21,953)
Balance, shares at Sep. 30, 2024	8,187,291	9,411

Inventory

9 Months Ended

Sep. 30, 2024

Inventory Disclosure [Abstract]

Inventory

2. Inventory

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

Schedule of Inventory

	September 30, 2024		December 31, 2023
Raw materials and packaging	$	6,143	$	6,445
Finished products		3,108		4,855
Total	$	9,251	$	11,300

Stock-Based Compensation

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

9. Stock-Based Compensation

Stock Options

The following table summarizes stock option activity during the nine months ended September 30, 2024:

Schedule of Stock Option Activity

	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Terms (Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2023		143,000		$	45.09		6.75	$	-
Granted		-		$	-
Exercised		-		$	-
Unvested forfeited		(5,178	)	$	16,61
Vested forfeited		(9,513	)	$	44.98
Outstanding at September 30, 2024		128,309		$	46.18		5.97	$	-
Exercisable at September 30, 2024		112,447		$	50.06		5.70	$	-

During the nine months ended September 30, 2024 and 2023, the Company recognized $268 and $351 of compensation expense relating to vested stock options. As of September 30, 2024, the aggregate amount of unvested compensation related to stock options was approximately $105 which will be recognized as an expense as the options vest in future periods through March 28, 2027.

As of September 30, 2024, the outstanding and exercisable options have no intrinsic value. The aggregate intrinsic value was calculated as the difference between the closing market price as of September 30, 2024, which was $1.39, and the exercise price of the outstanding stock options.

Property and Equipment

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment

3. Property and Equipment

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

Schedule of Property and Equipment

	September 30, 2024			December 31, 2023
Right-of-use assets under operating leases	$	724		$	724
Computer hardware and software		400			400
Machinery and equipment		352			352
Construction in progress		136			85
Total cost		1,612			1,561
Accumulated depreciation and amortization		(1,277	)		(1,068	)
Net value	$	335		$	493

Depreciation expense for the nine months ended September 30, 2024 and 2023 was $88 and $112, respectively, and amortization of right-of-use assets for the nine months ended September 30, 2024 and 2023 was $121 and $102, respectively.