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Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2019	Mar. 02, 2020	Jun. 28, 2019
Document And Entity Information
Entity Registrant Name	REED'S, INC.
Entity Central Index Key	0001140215
Document Type	10-K
Document Period End Date	Dec. 31, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filer	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 80,097,411
Entity Common Stock, Shares Outstanding		47,595,206
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2019

Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Current assets:
Cash	$ 913	$ 624
Accounts receivable, net of allowance for doubtful accounts and returns and discounts of $375 and $623, respectively	2,099	2,608
Receivable from related party	356	195
Inventory, net of reserve for obsolescence of $646 and $197, respectively	10,508	7,380
Prepaid expenses and other current assets	420	131
Total current assets	14,296	10,938
Property and equipment, net of accumulated depreciation of $482 and $342, respectively	1,053	896
Equipment held for sale, net of impairment reserves of $96 and $118, respectively	67	82
Intangible assets	576	576
Total assets	15,992	12,492
Current liabilities:
Accounts payable	5,539	5,721
Accrued expenses	646	1,483
Revolving line of credit	3,177	6,980
Current portion of leases payable	49	51
Total current liabilities	9,411	14,235
Leases payable, less current portion	737	801
Convertible note to a related party	4,689	4,161
Warrant liability	8	38
Total liabilities	14,845	19,235
Stockholders' equity (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, 100,000,000 and 70,000,000 shares authorized, respectively; 47,595,206 and 25,729,461 shares issued and outstanding, respectively	5	3
Additional paid in capital	77,596	53,591
Accumulated deficit	(76,548)	(60,431)
Total stockholders' equity (deficit)	1,147	(6,743)
Total liabilities and stockholders' equity (deficit)	$ 15,992	$ 12,492

Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Accounts receivable, allowance for doubtful accounts and returns and discounts	$ 375	$ 623
Inventory, reserve for obsolescence net	646	197
Property and equipment, accumulated depreciation	482	342
Equipment, impairment reserves	$ 96	$ 118
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	$ .0001	$ 0.0001
Common stock, shares authorized	100,000,000	70,000,000
Common stock, shares issued	47,595,206	25,729,461
Common stock, shares outstanding	47,595,206	25,729,461

Statements of Operations - USD ($) $ in Thousands	12 Months Ended
Statements of Operations - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Income Statement [Abstract]
Net Sales	$ 33,820	$ 38,102
Cost of goods sold	25,944	27,424
Gross profit	7,876	10,678
Operating expenses:
Delivery and handling expense	5,993	5,489
Selling and marketing expense	9,188	4,879
General and administrative expense	7,596	8,388
Impairment of assets		229
Gain on sale or disposal of equipment	(45)	(5)
Gain on sale of manufacturing plant to related party		(180)
Total operating expenses	22,732	18,800
Loss from operations	(14,856)	(8,122)
Interest expense	(1,286)	(2,201)
Change in fair value of warrant liability	30	(2)
Net loss	(16,112)	(10,325)
Dividends on Series A Convertible Preferred Stock	(5)	(5)
Net loss attributable to common stockholders	$ (16,117)	$ (10,330)
Loss per share - basic and diluted	$ (0.46)	$ (0.41)
Weighted average number of shares outstanding - basic and diluted	35,058,004	25,357,566

Statements of Changes in Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Common Stock [Member]	Preferred Stock [Member]	Common Stock Issuable [Member]	Additional Paid In Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2017	$ 2	$ 94	$ 680	$ 49,833	$ (50,101)	$ 508
Balance, shares at Dec. 31, 2017	24,619,591	9,411	400,000
Fair value of vested options				1,161		1,161
Fair value of shares granted to Officer for services				100		100
Fair value of shares granted to Officer for services, shares	37,057
Fair value of vested restricted shares granted to Directors and Officers for services				820		820
Fair value of vested restricted shares granted to Directors and Officers for services, shares	256,222
Dividends on Series A Convertible Preferred Stock				5	(5)
Dividends on Series A Convertible Preferred Stock, shares	1,734
Common shares issued to Directors pursuant to previous grants			$ (680)	680
Common shares issued to Directors pursuant to previous grants, shares	400,000		(400,000)
Exercise of warrants	$ 1			831		832
Exercise of warrants, shares	414,857
Cost of modification of outstanding warrants				161		161
Net Loss					(10,325)	(10,325)
Balance at Dec. 31, 2018	$ 3	$ 94		53,591	(60,431)	(6,743)
Balance, shares at Dec. 31, 2018	25,729,461	9,411	0
Fair value of vested options				790		790
Fair value of vested restricted shares granted to Directors for services				132		132
Fair value of vested restricted shares granted to Directors for services, shares	46,035
Fair value of vested restricted shares granted to a former officer for services				374		374
Fair value of vested restricted shares granted to a former officer for services, shares	442,002
Dividends on Series A Convertible Preferred Stock				5	(5)
Dividends on Series A Convertible Preferred Stock, shares	4,254
Common shares issued pursuant to the rights offerings, net of offering costs	$ 2			22,339		22,341
Common shares issued pursuant to the rights offerings, net of offering costs, shares	21,150,417
Exercise of warrants				365		365
Exercise of warrants, shares	223,037
Net Loss					(16,112)	(16,112)
Balance at Dec. 31, 2019	$ 5	$ 94		$ 77,596	$ (76,548)	$ 1,147
Balance, shares at Dec. 31, 2019	47,595,206	9,411

Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
Statements of Cash Flows - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Cash flows from operating activities:
Net loss	$ (16,112)	$ (10,325)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	61	86
Gain on sale of property & equipment	(45)	(5)
Loss on termination of leases	8	94
Amortization of discount on long-term financing obligation	323	110
Amortization of capitalized financing costs		75
Amortization of right of use assets	91	22
Fair value of vested stock options issued to employees for services	790	1,161
Fair value of shares granted for services		100
Fair value of vested restricted shares issued for services	506	820
Increase (decrease) in allowance for doubtful accounts	(248)	22
Increase (decrease) in inventory reserve	449	(312)
Increase (decrease) in fair value of warrant liability	(30)	2
Accrual of interest on convertible note to a related party	528	471
Write off intangible asset		229
Changes in operating assets and liabilities:
Accounts receivable	757	61
Inventory	(3,575)	(1,157)
Prepaid expenses and other assets	(645)	68
Accounts payable	(182)	(1,762)
Accrued expenses	(837)	1,190
Other long-term obligations		(28)
Net cash used in operating activities	(18,161)	(9,258)
Cash flows from investing activities:
Proceeds from sale of property and equipment	45	1,101
Purchase of property and equipment	(322)	(159)
Net cash provided by (used in) investing activities	(277)	942
Cash flows from financing activities:
Borrowings under line of credit	54,831	47,560
Repayments of line of credit	(58,827)	(43,204)
Capitalization of financing costs	(130)	(591)
Principal repayments on capital expansion loan		(3,947)
Principal repayments on bank notes		(3,000)
Principal repayments on long term financial obligation		(253)
Advances from officers		200
Repayment of amounts due to officers	195	(472)
Principal repayments on capital lease obligation	(48)	(312)
Exercise of warrants	365	832
Proceeds from sale of common stock	22,341
Net cash provided by (used in) financing activities	18,727	(3,187)
Net increase (decrease) in cash	289	(11,503)
Cash at beginning of period	624	12,127
Cash at end of period	913	624
Supplemental disclosures of cash flow information:
Cash paid for interest	498	1,351
Non-cash investing and financing activities:
Dividends on Series A Convertible Preferred Stock	5	5
Acquisition of lease asset and liability		730
Vendor credits issued for fixed asset purchase		108
Fair value of warrant modification recorded as debt discount		$ 161

Operations and Liquidity

12 Months Ended

Dec. 31, 2019

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 both Reed Craft Ginger Beer and Virgil’s Handcrafted Sodas. Established in 1989, Reed’s is America’s best-selling Ginger Beer brand and has been the leader and innovator in the ginger beer category for decades. Virgil’s is America’s best-selling independent, full line of natural craft sodas. The Reed’s Inc. portfolio is sold in over 30,000 retail stores nationwide. Reed’s Ginger Beers are unique due to the proprietary process of using fresh ginger root combined with a Jamaican inspired recipe of natural spices and fruit juices. The Company uses this same handcrafted approach in its award-winning Virgil’s line of great tasting, bold flavored craft sodas.

Liquidity

The accompanying financial statements have been prepared under the assumption that the Company will continue as a going concern. Such assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. For the year ended December 31, 2019, the Company recorded a net loss of $16,112 and used cash in operations of $18,161. As of December 31, 2019, we had a cash balance of $913 with borrowing capacity of $3,235, stockholders’ equity of $1,147 and a working capital of $4,885. Notwithstanding the net loss for 2019, management projects adequate cash from operations and available line of credit in 2020 to ensure continuation of the Company as a going concern.

In 2017, the Company performed a complete operational review and developed a detailed action plan to capture performance improvements, drive core brand growth, and become a premier “asset-light” sales and marketing organization. In September 2018, the Company completed the relocation of its headquarters to Norwalk, Connecticut. In December 2018, the Company sold its Los Angeles manufacturing plant to a related party (see Note 13), marking a fundamental shift in the nature of the Company’s operations and effectively eliminated our costs associated with excess manufacturing capacity. With the sale of our manufacturing plant, all of the Company’s production is subcontracted to co-packers, which assemble our products and charge us a fee, generally by the case, for the products they produce.

In October 2018, the Company entered into a financing agreement with Rosenthal & Rosenthal, Inc., which replaced an existing credit facility (see Note 6). The Company’s annual debt service requirements, on an annualized basis, were reduced by approximately $1,500 as a result of the refinancing. The current credit facility is for a term of 2.5 years, and provides for borrowings of up to $13,000. As of December 31, 2019 and 2018, the Company had $3,235 and $1,201, respectively, of unused borrowing capacity under the financing agreement.

On February 20, 2019, the Company conducted a public offering of 7,733,750 shares of its common stock at $2.10 per share resulting in net proceeds to the Company of $14,867.

On October 25, 2019, the Company conducted a public offering of 13,416,667 shares of its common stock at $0.60 per share resulting in net proceeds to the Company of $7,474.

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

Significant Accounting Policies

12 Months Ended

Dec. 31, 2019

Accounting Policies [Abstract]

Significant Accounting Policies

2. Significant Accounting Policies

Use of Estimates

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

Accounts Receivable

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 bad debts 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 bad debts, bad debt charges are recorded based on the Company’s historical losses and an overall assessment of past due trade accounts receivable outstanding.

The allowance for doubtful accounts and returns and discounts is established through a provision reducing the carrying value of receivables. At December 31, 2019 and 2018, the allowance for doubtful accounts and returns and discounts was $375 and $623, respectively.

Inventory

Inventory is stated at the lower of cost or the current estimated market value of the inventory. We regularly review our 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, 2019 and 2018, the reserve for inventory obsolescence aggregated $646 and $197, respectively.

Property and Equipment

Property and equipment is 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
Vehicles		5 years
Computers and office equipment		3-7 years

Prior to the sale of its manufacturing plant on December 31, 2018 (see Note 13), the Company depreciated buildings over 39 years and machinery over 5-12 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 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, 2019 and 2018, the Company determined there were no indicators of impairment of its property and equipment.

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 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 year ended December 31, 2019, the Company determined there was no impairment of its indefinite-lived brand names. During our December 31, 2018 impairment testing, we determined that our Sonoma Sparkler trademark was unlikely to provide future benefit to the Company, because we do not currently offer Sonoma Sparkler products and we do not anticipate doing so in the foreseeable future. Accordingly, we reduced the book value of this asset to zero as of December 31, 2018, by recording an impairment charge of $229.

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, 2019, the Company’s largest two customers accounted for 12% and 11% of gross sales, respectively. During the year ended December 31, 2018, the largest two customers accounted for 24% and 17% of gross sales, respectively.

Accounts receivable. As of December 31, 2019, the Company had accounts receivable from one customer which comprised 14% of its gross accounts receivable. As of December 31, 2018, accounts receivable from two customers comprised 36% and 19% of total accounts receivable, respectively.

During the years ended December 31, 2019 and 2018, respectively, the Company utilized four and three, respectively, separate, co-packers for most its production and bottling of beverage products in the eastern United States. With the December 31, 2018 sale of its manufacturing plant, the Company no longer conducts a manufacturing operation, accordingly it utilizes co-packers to produce 100% of its products as of those dates. The Company has long-standing relationships with two different co-packers, and in conjunction with the sale of its manufacturing plant we entered into a third co-packing agreement with California Custom Beverage LLC (“CCB”), the purchaser of the plant (see Note 13). CCB is 100% owned by Chris Reed, founder of the Company and current Chief Information Officer and director. 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, 2019, the Company’s largest three vendors accounted for approximately 12%, 11%, and 10% of all purchases, respectively. During the year ended December 31, 2018, the Company’s largest two vendors accounted for 16% and 13% of all purchases, respectively.

Accounts payable. As of December 31, 2019, the Company’s largest three vendors accounted for 19%, 15% and 14% of the total accounts payable, respectively. As of December 31, 2018, one vendor accounted for 24% of total accounts payable.

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 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.

As of December 31, 2019, and 2018, the Company’s balance sheets included Level 2 liabilities comprised of the fair value of warrant liabilities aggregating $8 and $38, respectively (see Note 9).

Segments

The Company operates in one segment for the manufacture and distribution of our products. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying financial statements

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. Plant costs include labor costs, production supplies, repairs and maintenance, direct inventory write-off charges and adjustments to the inventory reserve. 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.

The Company terminated its manufacturing operation effective with the December 31, 2018 sale of its manufacturing plant. See Note 13.

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.

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.

Revenue Recognition

The Company recognizes revenue in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606), (“ASC 606”). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which include (1) identifying the contract or agreement with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied.

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

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

The Company does not allow for returns, except for damaged products when the damage occurred pre-fulfillment. 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. 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, 2019 and 2018, 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, 2019		December 31, 2018
Convertible note to a related party		2,266,667		2,266,667
Warrants		6,413,782		6,897,277
Common stock equivalent of Series A Convertible Preferred Stock		37,644		37,644
Unvested restricted common stock		-		598,370
Options		3,265,580		3,744,404
Total		11,983,673		13,544,362

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

Advertising Costs

Advertising costs are expensed as incurred and are included in selling and marketing expense. Advertising costs aggregated $2,570 and $300 for the years ended December 31, 2019 and 2018, respectively.

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 to employees based on ASC 718, whereby the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period. Such grants issued and vesting to non-employees are valued on the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. In prior periods, the Company accounted for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB whereby the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. On January 1, 2019, the Company adopted Accounting Standards Update (ASU) 2018-07 which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. 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 adoption of ASU 2018-07 had no cumulative effect on previously reported amounts.

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.

Warrant Liabilities

Various stock sales made by the Company to finance operations have been accompanied by the issuance of warrants. Some of these warrant agreements contain fundamental transaction provisions which may give rise to an obligation of the Company to pay cash to the warrant holders. For accounting purposes, in accordance with ASC 480, Distinguishing Liabilities from Equity, those warrants with fundamental transaction terms are accounted for as liabilities given the terms may give rise to an obligation of the Company to the warrant holders. These liabilities are measured at fair value at each reporting period and the change in the fair value is recognized in earnings in the accompanying Statements of Operations.

Fair value 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. 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 the amount of expense recorded in future periods.

Leases

In February 2016, the FASB issued ASU No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than twelve months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for leases existing at, or entered into after, the beginning of the earliest period presented in the financial statements.

The Company adopted ASU 2016-02 effective October 1, 2018. As a result, we recorded right-of-use assets aggregating $862, and lease liabilities of the same amount, as of that date. In accordance with ASU 2016-02, the right-of-use assets are being depreciated over the life of the underlying leases, and monthly lease payments are being recorded as reductions to the lease liability and imputed interest expense. See Note 7 for additional information.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASC 326”). The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard is effective for interim and annual reporting periods beginning after December 15, 2019. The adoption of ASU 2016-13 is not expected to have a material impact on the Company’s financial position, results of operations, and cash flows.

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

Inventory

12 Months Ended

Dec. 31, 2019

Inventory Disclosure [Abstract]

Inventory

3. Inventory

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

	December 31, 2019		December 31, 2018
Raw materials and packaging	$	4,261	$	3,053
Finished products		6,247		4,327
Total	$	10,508	$	7,380

The Company has recorded a reserve for slow moving and potentially obsolete inventory. The reserve at December 31, 2019 and 2018 was $646 and $197, respectively.

Property and Equipment

12 Months Ended

Dec. 31, 2019

Property, Plant and Equipment [Abstract]

Property and Equipment

4. Property and Equipment

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

	December 31, 2019			December 31, 2018
Right-of-use assets under operating leases	$	730		$	730
Right-of-use assets under finance leases		179			204
Computer hardware and software		626			304
Total cost		1,535			1,238
Accumulated depreciation and amortization		(482	)		(342	)
Net book value	$	1,053		$	896

Depreciation expense for the years ended December 31, 2019 and 2018 was $24 and $86, respectively.

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

	December 31, 2019			December 31, 2018
Equipment held for sale	$	163		$	200
Reserve		(96	)		(118	)
Net book value	$	67		$	82

The balance as of December 31, 2019 and 2018 consists of residual manufacturing equipment, at estimated net realizable value, which management anticipates selling during 2020.

Intangible Assets

12 Months Ended

Dec. 31, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

5. Intangible Assets

At December 31, 2019 and 2018, intangible assets of $576 are comprised of the Virgil’s brand name. The brand name has 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 measurement, there were no indications of impairment at December 31, 2019.

Line of Credit

12 Months Ended

Dec. 31, 2019

Debt Disclosure [Abstract]

Line of Credit

6. Line of Credit

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

	December 31, 2019			December 31, 2018
Line of Credit	$	3,661		$	7,657
Capitalized finance costs		(484	)		(677	)
Net balance	$	3,177		$	6,980

On October 4, 2018, the Company entered into a financing agreement with Rosenthal & Rosenthal, Inc. The financing agreement provides a maximum borrowing capacity of $13,000. Borrowings are based on a formula of eligible accounts receivable and inventories (the “permitted borrowings”) plus advances (an “over-advance”) of up to $4,000 in excess of permitted borrowings. At December 31, 2019, the unused borrowing capacity under the financing agreement was $3,235. The line of credit matures on April 20, 2021.

Borrowings under the Rosenthal financing agreement bear interest at the greater of prime or 4.75%, plus an additional 2% to 3.5% depending upon whether the borrowing is based upon receivables, inventory or is an over-advance. The effective interest rate as of December 31, 2019 on outstanding borrowings was 7.1%. Additionally, the line of credit is subject to monthly facility and administration fees, and aggregate minimum monthly fees (including interest) of $4.

The line of credit is secured by substantially all of the assets of the Company. Additionally, any over-advance is guaranteed by an irrevocable stand-by letter of credit in the amount of $1,500, issued by Daniel J. Doherty III and the Daniel J. Doherty, III 2002 Family Trust, affiliates of Raptor/Harbor Reeds SPV LLC (“Raptor”). Raptor beneficially owns 14.9% of the Company’s outstanding common stock as of December 31, 2019. Mr. Doherty is a member of the Company’s Board of Directors. In the event of a default under the financing agreement, Raptor has a put option to purchase from Rosenthal the entire amount of any outstanding over-advance plus accrued interest, prior to Rosenthal declaring an event of default under the financing agreement.

As part of the financing agreement in 2018, the Company amended and restated a subordinated convertible non-redeemable secured note to Raptor, to provide for additional advances of up to $4,000 in the event that Raptor exercises its put option described above (see Note 8). Consequently, the exercise price of 750,000 of Raptor’s outstanding warrants to purchase the Company’s common stock was reduced from $1.50 to $1.10, resulting in an increase in the fair value of the warrants of $161. This amount has been reflected as a capitalized finance cost and is being amortized over the life of the financing agreement.

The financing agreement with Rosenthal includes customary restrictions that limit our ability to engage in certain types of transactions, including our ability to utilize tangible and intangible assets as collateral for other indebtedness. Additionally, the agreement contains a financial covenant that requires us to meet certain minimum working capital and tangible net worth thresholds as of the end of each quarter. We were in compliance with the terms of our agreement with Rosenthal as of December 31, 2019.

In 2018, the Company incurred $882 of direct costs in conjunction with the initial financing agreement, consisting primarily of broker, bank and legal fees, and $161 cost of warrant modification. The Company annually incurs an additional $130 of fees from the bank, which is equal to 1% of the $13,000 borrowing limit. These costs have been capitalized and recorded as a debt discount and are being amortized over the 2.5 year life of the Rosenthal agreement. Amortization of debt discount was $323 for the year ended December 31, 2019.

Leases Payable

12 Months Ended

Dec. 31, 2019

Leases [Abstract]

Leases Payable

7. Leases Payable

The Company adopted ASU 2016-02, Leases, effective October 1, 2018. The standard requires a lessee to record a right-of-use asset and a corresponding lease liability at the inception of the lease, initially measured at the present value of the lease payments. As a result, we recorded right-of-use assets aggregating $862 as of October 1, 2018, utilizing a discount rate of 12.60%. That amount consists of new leases on the Company’s Norwalk office and certain office equipment of $730, and existing capitalized leases reclassified to right of use assets of $132.

ASU 2016-02 requires recognition in the statement of operations of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. As of December 31, 2019, the Company reflected accumulated amortization of right of use asset of $211 related to these leases, resulting in a net asset balance of $698.

In accordance with ASU 2016-02, the right-of-use assets are being amortized over the life of the underlying leases.

As of December 31, 2018, liabilities recorded under finance leases and operating leases were $133 and $719, respectively. During the year ended December 31, 2019, the Company made payments of $44 towards finance lease liability and $22 towards operating lease liability. As of December 31, 2019, the liability under finance lease amounted to $89 and the liability under operating lease amounted to $697, of which $21 and $28 (aggregate of $49) are reflected as the current portion of leases payable on the accompanying balance sheet.

As of December 31, 2019, the weighted average remaining lease terms for operating lease and finance lease are 5.01 years and 1.00 years, respectively. The weighted average discount rate for operating lease is 12.60% and 6.93% for finance lease.

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

Years Ending December 31,
2020	$	162
2021		235
2022		222
2023		226
2024		223
Total payments		1,068
Less: Amount representing interest		(282	)
Present value of net minimum lease payments		786
Less: Current portion		(49	)
Non-current portion	$	737

Convertible Note to a Related Party

12 Months Ended

Dec. 31, 2019

Debt Disclosure [Abstract]

Convertible Note to a Related Party

8. Convertible Note to a Related Party

The Convertible Note to a Related Party consists of the following (in thousands):

	December 31, 2019		December 31, 2018
12% Convertible Note Payable	$	3,400	$	3,400
Accrued Interest		1,289		761
Total obligation	$	4,689	$	4,161

On April 21, 2017, pursuant to a Securities Purchase Agreement, the Company issued a secured, convertible, subordinated, non-redeemable note in the principal amount of $3,400 (the “Raptor Note”) and warrants to purchase 1,416,667 shares of common stock. The purchaser, Raptor/Harbor Reeds SPV LLC (“Raptor”), beneficially owned approximately 14.9% and 27.1% of the Company’s common stock at December 31, 2019 and 2018, respectively.

The Raptor Note bears interest at a rate of 12% per annum, compounded monthly. It is secured by the Company’s assets, subordinate to the first priority security interest of Rosenthal & Rosenthal (see Note 6). The note may not be prepaid and matures on April 21, 2021. It may be converted, at any time and from time to time, into shares of common stock of the Company, at a revised conversion price of $1.50.

The warrant will expire on April 21, 2022 and has an adjusted exercise price of $1.50 per share. The note and warrant contain customary anti-dilution provisions, and the shares of common stock issuable upon conversion of the note and exercise of the warrant have been registered on Form S-3. The investor was also granted the right to participate in future financing transactions of the Company for a term of two years.

On October 4, 2018, in connection with the execution of the Rosenthal financing agreement, the Company amended and restated the subordinated convertible non-redeemable secured note to Raptor, to provide for additional advances of up to $4,000. In consideration therefore, the exercise price of 750,000 of Raptor’s outstanding warrants was reduced from $1.50 to $1.10, resulting in an increase in the fair value of the warrants, determined in accordance with the Black-Scholes-Merton option pricing model, of $161. This amount was recorded as a debt discount to the Rosenthal line of credit and is being amortized as interest expense over the life of the financing agreement (See Note 6).

Warrants and Warrant Liability

12 Months Ended

Dec. 31, 2019

Warrants And Warrant Liability

Warrants and Warrant Liability

9. Warrants and Warrant Liability

Warrant activity during the years ended December 31, 2019 and 2018 is as follows:

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

Outstanding at December 31, 2017		7,325,282		$	2.09		3.43
Granted		-			-
Exercised		(428,005	)	$	2.03
Forfeited or expired		-			-
Outstanding at December 31, 2018		6,897,277		$	2.06		2.42	$	1,447
Granted		-			-
Exercised		(283,495	)	$	2.09
Forfeited or expired		(200,000	)	$	5.60
Outstanding at December 31, 2019		6,413,782		$	2.06		1.52	$	-
Exercisable at December 31, 2019		6,413,782		$	2.06		1.52	$	-

Warrants outstanding at December 31, 2019 and 2018, and their respective exercise price and expiration dates, are as follows:

December 31, 2019					December 31, 2018
Number		Price		Expiration Dates	Number		Price		Expiration Dates

	-		-	-		200,000	$	5.600	September 2019
	125,000	$	4.100	May 2021		125,000	$	4.100	May 2021
	10,000	$	3.900	October 2021		10,000	$	3.900	October 2021
	50,000	$	4.100	November 2021		50,000	$	4.100	November 2021
	72,703	$	3.740	June 2021		72,703	$	3.740	June 2021
	66,059	$	4.250	June 2021		66,059	$	4.250	June 2021
	728,299	$	1.500	April 2022		784,549	$	1.500	April 2022
	81,895	$	1.550	July 2022		87,745	$	1.550	July 2022
	478,285	$	2.000	July 2022		512,560	$	2.000	July 2022
	4,051,541	$	2.025	December 2020		4,238,661	$	2.025	December 2020
	750,000	$	1.100	December 2022		750,000	$	1.100	December 2022
	6,413,782					6,897,277

Various financing transactions and stock sales made by the Company have been accompanied by the issuance of warrants. Generally, we record the fair market value of the warrants, as determined using the Black-Scholes-Merton option pricing model, as a financing cost at date of issuance. There were no such financing costs recorded during the years ended December 31, 2019 and 2018, respectively.

Certain of our warrant agreements, however, contain fundamental transaction provisions which may give rise to an obligation of the Company to pay cash to the warrant holders. For accounting purposes, in accordance with ASC 480, Distinguishing Liabilities from Equity, warrants with such fundamental transaction provisions are accounted for as liabilities. A summary of transactions that impacted our warrant liabilities is provided below under “Warrant Liability”.

Warrant Transactions

At December 31, 2019, the aggregate intrinsic value of outstanding and exercisable warrants was zero. The aggregate intrinsic value of outstanding and exercisable warrants is calculated as the difference between the exercise price of the warrant and the market price of the Company’s common stock as of December 31, 2019, which was $0.91.

During the year ended December 31, 2019, a total of 283,495 warrants were exercised, including 87,485 warrants that were exercised on a cashless basis, resulting in the issuance of 223,037 shares of our common stock. Aggregate proceeds to the Company were $365. During the year ended December 31, 2019, warrants to acquire 200,000 shares of common stock expired.

During the year ended December 31, 2018, a total of 428,005 warrants were exercised, including 5,978 warrants that were exercised on a cashless basis, resulting in the issuance of 414,857 shares of our common stock. Aggregate proceeds to the Company were $831. During the year ended December 31, 2018, no warrants to acquire common stock expired.

Warrant Liability

As stated above, certain of our warrant agreements contain fundamental transaction provisions which may give rise to an obligation of the Company to pay cash to the warrant holders. Such warrants are accounted for as liabilities at fair value. The fair value is remeasured at each reporting period, and the change in the fair value is recognized in earnings in the accompanying Statements of Operations. Following is a summary of the transactions described above that impacted our warrant liability.

The fair value of the warrant liability was determined using the Black-Scholes-Merton option pricing model at December 31, 2019 and 2018, using the following assumptions:

	December 31, 2019			December 31, 2018

Stock Price	$	0.91		$	2.07
Risk free interest rate		1.95	%		2.69	%
Expected volatility		83.36	%		50.07	%
Expected life in years		1.42			2.42
Expected dividend yield		0	%		2.69	%
Number of Warrants containing fundamental transaction provisions		138,762			138,762
Fair Value of Warrants	$	8		$	38

The risk-free interest rate is based on rates established by the Federal Reserve Bank. The Company uses the historical volatility of its common stock to estimate its future volatility. The expected life of the warrant is based upon its remaining contractual life. The expected dividend yield reflects that the Company has not paid dividends to its common stockholders in the past and does not expect to do so in the foreseeable future.

The following table sets forth a summary of the changes in the estimated fair value of the warrant liability during the years ended December 31, 2019 and 2018:

	December 31, 2019			December 31, 2018
Beginning Balance	$	38		$	36
Change in fair value		(30	)		2
Ending balance	$	8		$	38

Stockholders' Equity

12 Months Ended

Dec. 31, 2019

Equity [Abstract]

Stockholders' Equity

10. 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, 2019 and 2018, there were 9,411 shares outstanding. Each share of Preferred Stock can be converted into four 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 four 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, 2019 and 2018, the Company paid dividends on the Preferred Stock through the issuance of 4,254 and 1,734 shares of its common stock, respectively, which based upon the then-current market price of the stock equated to dividends of $5 in each of the years. No shares of Series A preferred stock were converted into common stock in 2019 and 2018.

Common Stock

The Company’s common stock has a par value of $.0001. On October 20, 2019 our shareholders approved an increase in the authorized number of common shares from 70,000,000 to 100,000,000. As of December 31, 2019 and 2018, there were 100,000,000 and 70,000,000 shares authorized, respectively, and 47,595,206 and 25,729,461 shares of common stock outstanding, respectively.

Common Stock Issued in Connection with Rights Offerings

In February 2019, the Company conducted a public offering of 7,733,750 shares of its common shares including 1,008,750 shares sold pursuant to the underwriters’ full exercise of their option to purchase additional shares to cover over-allotments, at a public offering price of $2.10 per share. The net proceeds to the Company from this offering are $14,867, after deducting underwriting discounts and commissions and other offering expenses. Proceeds from the offering will provide capital to fund the growth of our business, new products, sales and marketing efforts, working capital, and for general corporate purposes.

In October 2019, the Company conducted a public offering of 13,416,667 shares of its common shares including 1,750,000 shares sold pursuant to the underwriters’ full exercise of their option to purchase additional shares to cover over-allotments, at a public offering price of $0.60 per share. The net proceeds to the Company from this offering are $7,474, after deducting underwriting discounts and commissions and other offering expenses. Proceeds from the offering will provide capital to fund the growth of our business, new products, sales and marketing efforts, working capital, and for general corporate purposes.

Common Stock Issuable

Effective December 31, 2017, the Company issued to its independent directors an aggregate of 400,000 shares of common stock valued at $1.70 per share, or $680 in total, for services provided in 2017. These shares were reflected as Common Stock Issuable at December 31, 2017, and were issued during 2018.

Share-Based Payments

12 Months Ended

Dec. 31, 2019

Share-based Payment Arrangement [Abstract]

Share-Based Payments

11. 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 September 29, 2017, the 2017 Compensation Plan (the “Plan”) was approved by our shareholders. Initially it provided for the issuance of up to 3,000,000 shares. On December 13, 2018 our shareholders approved a 3,500,000 share increase in the number of shares issuable under the Plan. Options issued and forfeited under the 2017 plan contain an Evergreen provision and cannot be re-priced without shareholder approval.

As of December 31, 2019 and 2018, shares issuable under the Plan were 3,436,864 and 1,975,215, respectively

The 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.

Common Stock Issued to Officer for Services Rendered

During the year ended December 31, 2018, the Company issued 37,057 shares of its common stock to an officer of the Company as compensation for services rendered. The shares had an aggregate value on the date of issuance of $100, based on the market price of our common stock on the date of grant, which was recorded as compensation expense during the year ended December 31, 2018. There were no issuances of common stock for services for the year ended December 31, 2019.

Restricted common stock

The following table summarizes restricted stock activity during the years ended December 31, 2019 and 2018:

	Unvested Shares			Issuable Shares			Fair Value at Date of Issuance			Weighted Average Grant Date Fair Value
Balance, December 31, 2017		-			400,000		$	680			1.70
Granted		854,592			-			1,412			1.65
Vested		(256,222	)		256,222			-			-
Issued		-			(656,222	)		(1,500	)		-
Balance, December 31, 2018		598,370			-		$	592		$	1.63
Granted		46,035			-			132			2.88
Vested		(488,037	)		488,037			-			-
Forfeited		(156,368	)		-			(218	)		1.60
Issued		-			(488,037	)		(506	)		-
Balance, December 31, 2019		-			-		$	-		$	-

In January and March 2018, the Company awarded an aggregate of 784,004 shares of restricted common stock to Valentin Stalowir, former Chief Executive Officer of the Company, pursuant to his employment agreement with the Company. The 784,004 restricted shares had an aggregate fair value of $1,291 based on the market price of our common stock on the dates of grant. Of the 784,004 restricted shares, 185,634 shares vested and were issued during 2018. On October 31, 2019, the Company entered into a Separation, Settlement and Release of Claims Agreement with Mr. Stalowir in connection with his resignation as Chief Executive Officer and the subsequent termination of his employment. As part of the Agreement, 442,002 shares of restricted common stock issued in 2018 vested and were issued, and the balance of 156,368 unvested shares of restricted common stock issued to Mr. Stalowir in 2018 were forfeited. During the years ended December 31, 2019 and 2018, the Company recognized $374 and $667, respectively, as compensation expense related to the fair value of vested restricted shares.

In January 2018, the Company’s independent directors were awarded a total of 70,588 shares of restricted common stock, with an aggregate fair value of $120, based on the market price of our common stock on the dates of grant. The shares vested ratably and were issued over four quarters in 2018 and the total of $120 was recognized as compensation expense in 2018. During the year ended December 31, 2019, there was no compensation expense related to these shares.

During the year ended December 31, 2019, the Company issued 46,035 shares of restricted stock to members of the board of directors. 17,652 shares vested immediately and the balance of 28,383 shares vested throughout 2019. The aggregate fair value of the stock awards was $132 based on the market price of our common stock on the dates of grant. During the year ended December 31, 2019, the total of 46,035 shares vested and were issued, and $132 was recognized as compensation expense.

During the years ended December 31, 2019 and 2018, the Company recognized a total $506 and $820, respectively, as compensation expense related to vesting of shares of restricted common stock. As of December 31, 2019, there are no unvested shares of restricted common stock.

Stock Options

Stock option activity consists of the following:

	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Terms (Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2017		677,500		$	4.35		4.14
Granted		3,596,954			1.88
Exercised		-			-
Unvested forfeited or expired		(476,468	)		2.53
Vested forfeited or expired		(123,750	)		4.26
Outstanding at December 31, 2018		3,674,236		$	2.16		8.53	$	1,026
Granted		1,431,840			2.48
Exercised		-			-
Unvested forfeited or expired		(1,571,794	)		2.25
Vested forfeited or expired		(268,702	)		3.07
Outstanding at December 31, 2019		3,265,580		$	2.19		7.09	$	6
Exercisable at December 31, 2019		1,263,335		$	2.35		4.26	$	-

The aggregate intrinsic value was calculated as the difference between the closing market price as of December 31, 2019, which was $0.91, and the exercise price of the outstanding stock options.

During the year ended December 31, 2019, the Company approved options to be issued pursuant to Reed’s 2017 Incentive Compensation Plan to certain current employees totaling 1,258,000 shares. One half of these options vest annually over a four-year vesting period; the other half of these options will vest based on performance criteria to be established by the board. In addition, during the year ended December 31, 2019, the Company granted options to purchase 113,330 shares of common stock to new board members. Options granted to consultants, former employees, and board members vest at various periods. On September 11, 2019, the Company granted options to purchase 60,510 shares of common stock to certain consultants. None of the options granted to the consultants to purchase 60,510 shares of common stock vested and were forfeited, resulting in no compensation expense.

The stock options are exercisable at a price ranging from $2.33 to $3.37 per share and expire in ten years. Total fair value of these options at grant date was approximately $911, which was determined using the Black-Scholes-Merton option pricing model with the following average assumption: stock price ranging from $2.33 to $3.37 per share, expected term of seven years, volatility of 61%, dividend rate of 0% and risk-free interest rate ranging from 1.39% to 2.60%. 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; 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; and 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.

The options issued in 2019 with a fair value of $911 which will be amortized in future periods through September 30, 2023. During the year ended December 31, 2019, the Company recognized $790 of compensation expense relating to vested stock options. As of December 31, 2019, the amount of unvested compensation related to stock options was approximately $1,492 which will be recorded as an expense in future periods as the options vest.

Additional information regarding options outstanding and exercisable as of December 31, 2019, 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
$0.69 - $1.60		1,114,347	$	1.58		7.49		392,847	$	1.60
$1.62 - $2.44		1,175,218		1.92		6.94		538,718		1.87
$2.49 - $3.74		846,015		2.93		7.86		201,770		3.38
$5.01 - $5.01		130,000		5.01		0.04		130,000		5.01
		3,265,580	$	2.19		7.09		678,059	$	2.35

Income Taxes

12 Months Ended

Dec. 31, 2019

Income Tax Disclosure [Abstract]

Income Taxes

12. Income Taxes

At December 31, 2019 and 2018, 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 $56,000 and $42,000, respectively. For state purposes approximately $17,000 and 18,000 was available at December 31, 2019 and 2018, respectively. The Federal carryforward expires on various dates through 2035 and the state carryforward expires in 2019. 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, 2019 and 2018, 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, 2019, and 2018, the Company has not accrued interest or penalties related to uncertain tax positions. Tax years 2012 through 2019 remain open to examination by the major 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.

Significant components of the Company’s deferred tax assets and liabilities are as follows:

	December 31, 2019			December 31, 2018
Deferred income tax asset:
Net operating loss carryforwards	$	13,357		$	10,429
Stock-based compensation		942			839
Accounts receivable allowances		98			162
Inventory reserves		168			51
Operating lease liability		181			-
Reserve for asset impairment		58			58
Gross deferred tax assets		14,804			11,539
Valuation allowance		(14,488	)		(11,363	)
Total deferred tax assets		316			176
Deferred tax liabilities:
Operating lease right-of-use asset		(190	)		-
Deferred finance costs		(126	)		(176	)
Total deferred tax liabilities		(316	)		(176	)
Net deferred tax asset (liability)	$	-		$	-

Reconciliation of the effective income tax rate to the U.S. statutory rate is as follows:

	December 31, 2019			December 31, 2018
Federal statutory tax rate		(21	)%		(21	)%
State rate, net of federal benefit		(5	)%		(5	)%
		(26	)%		(26	)%
Effect of change in tax rate		-	%		-	%
Valuation allowance		26	%		26	%
Effective tax rate	$	-		$	-

Related Party Activities

12 Months Ended

Dec. 31, 2019

Related Party Activities

13. Related Party Activities

Transactions with California Custom Beverage, LLC, (“CCB”)

On December 31, 2018, the Company completed the sale of the Company’s Los Angeles manufacturing plant to California Custom Beverage, LLC, (“CCB”), an entity owned by Chris Reed, founder, Chief Innovation Officer and a member of our board of directors of Reed’s. The sales price consisted of $1,250 in cash, and CCB assumed our lease obligation on the California real property, which aggregated $1,300 at December 31, 2018. The Company recognized a gain of $180 on the sale, net of transaction costs and other customary adjustments. Our release from the obligation by the lessor, however, is dependent upon CCB’s deposit of $1,200 of security with the lessor (see Note 14). By the terms of the sale, CCB was to reimburse the Company for certain costs such as sales tax arising from the transaction and prepayments. Such costs aggregated $195, which is reflected as Receivable from Related Party on the accompanying balance sheet as of December 31, 2018, and was collected from CCB during the year ended December 31, 2019.

Beginning in 2019, we are to receive a 5% royalty on CCB’s private label sales to existing customers for three years and a 5% referral fee on CCB’s private label sales to referred customers for three years. For the year ended December 31, 2019, the Company recorded royalty revenue from CCB of $128 which is recorded as a receivable at December 31, 2019. In addition, at December 31, 2019, the Company has outstanding receivable from CCB of $228 consisting of inventory advances to CCB.

In 2018, we entered into a three-year co-packing agreement with CCB, whereby CCB produces Reed’s beverages in glass bottles at prevailing West Coast market rates. During the year ended December 31, 2019, purchases from CCB under our co-packing agreement amounted to $1,600, and at December 31, 2019, accounts payable to CCB totaled $182.

At December 31, 2019, CCB owes the Company a net of $174. Such amount will be collected or offset against purchases from CCB during 2020.

Other

Lindsay Martin, daughter of a director of the Company, was employed as Vice President of Marketing during the years ended December 31, 2019 and 2018. She was paid approximately $161 and $162, respectively, for her services.

From time to time, the Company issues stock-based awards to employees, officers, and other related parties as compensation for services rendered. See Note 11 for information as to such transactions during the years ended December 31, 2019 and 2018.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

14. Commitments and Contingencies

On December 31, 2018, the Company completed the sale of its Los Angeles manufacturing plant to CCB, an entity owned by Chris Reed, a related party (See Note 13). The sale included substantially all machinery, equipment, furniture and fixtures of the manufacturing plant. CCB assumed the monthly payments on our lease obligation effective immediately upon closing of the sale. 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, 2019, $800 has been deposited with the lessor and Mr. Reed has placed approximately 363,000 shares of the Company’s common stock valued at $330 that he owns into escrow with the lessor. Mr. Reed expects to deposit the proceeds from the sale of the shares with the lessor in 2020, at which time we expect to be released from the lease obligation.

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.

Subsequent Events

12 Months Ended

Dec. 31, 2019

Subsequent Events [Abstract]

Subsequent Events

15. Subsequent Events

On November 12, 2019, Nasdaq Listing Qualifications notified the Company that its common stock failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days as required by the Listing Rules of The Nasdaq Stock Market. On January 23, 2020, Nasdaq Listing Qualifications notified the Company that it has determined that for 10 consecutive business days, from January 8 to January 22, 2020, the closing bid price of the Company’s common stock was at $1.00 per share or greater. Accordingly, the Company has regained compliance with Listing Rule 5550(a)(2) and the matter is now closed.

On February 24, 2020, the Company appointed Norman E. Snyder, Jr. as the Company’s Chief Executive Officer effective March 1, 2020. Prior to being appointed, Mr. Snyder was the Chief Operating Officer of the Company.

On February 24, 2020, the Company issued Norman E. Snyder, Jr., the Company’s newly appointed Chief Executive Officer, 150,000 restricted common shares which vested 100% on March 1, 2020. In addition, on February 25, 2020, Mr. Snyder was also issued 446,000 options to purchase common stock of the Company, of which half are time based and vest 25% on each one year anniversary of the grant date and the remaining options are performance based with up to 25% vesting at the end of the first quarter of each fiscal year beginning in 2020.

On March 3, 2020, the Company issued Thomas Spisak, the Company’s Chief Financial Officer, 150,000 restricted common shares which vest in equal increments of 18,750 on each of the first four anniversaries of the grant date and the remainder will vest based on performance criteria determined by the Board of Directors or Compensation Committee. In addition, Mr. Spisak was also issued 150,000 options to purchase common stock of the Company, of which half will vest in equal increments of 18,750 on each of the first four anniversaries of the grant date and the remainder will vest based on performance criteria determined by the Board of Directors or Compensation Committee. These options will expire on March 2, 2030.

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2019

Accounting Policies [Abstract]

Use of Estimates

Use of Estimates

Accounts Receivable

Accounts Receivable

Inventory

Inventory

Property and Equipment

Property and Equipment

Property and Equipment Type		Years of Depreciation
Vehicles		5 years
Computers and office equipment		3-7 years

Prior to the sale of its manufacturing plant on December 31, 2018 (see Note 13), the Company depreciated buildings over 39 years and machinery over 5-12 years.

Intangible Assets

Intangible Assets

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.

As of December 31, 2019, and 2018, the Company’s balance sheets included Level 2 liabilities comprised of the fair value of warrant liabilities aggregating $8 and $38, respectively (see Note 9).

Segments

Segments

Cost of Goods Sold

Cost of Goods Sold

The Company terminated its manufacturing operation effective with the December 31, 2018 sale of its manufacturing plant. See Note 13.

Delivery and Handling Expense

Delivery and Handling Expense

Income Taxes

Income Taxes

Revenue Recognition

Revenue Recognition

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

Loss Per Common Share

Loss per Common Share

	December 31, 2019		December 31, 2018
Convertible note to a related party		2,266,667		2,266,667
Warrants		6,413,782		6,897,277
Common stock equivalent of Series A Convertible Preferred Stock		37,644		37,644
Unvested restricted common stock		-		598,370
Options		3,265,580		3,744,404
Total		11,983,673		13,544,362

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

Advertising Costs

Advertising Costs

Stock Compensation Expense

Stock Compensation Expense

Warrant Liabilities

Warrant Liabilities

Leases

Leases

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2019

Accounting Policies [Abstract]

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

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
Vehicles		5 years
Computers and office equipment		3-7 years

Schedule of Potentially Dilutive Securities

The potentially dilutive securities consisted of the following:

	December 31, 2019		December 31, 2018
Convertible note to a related party		2,266,667		2,266,667
Warrants		6,413,782		6,897,277
Common stock equivalent of Series A Convertible Preferred Stock		37,644		37,644
Unvested restricted common stock		-		598,370
Options		3,265,580		3,744,404
Total		11,983,673		13,544,362

Inventory (Tables)

12 Months Ended

Dec. 31, 2019

Inventory Disclosure [Abstract]

Schedule of Inventory

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

	December 31, 2019		December 31, 2018
Raw materials and packaging	$	4,261	$	3,053
Finished products		6,247		4,327
Total	$	10,508	$	7,380

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2019

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

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

	December 31, 2019			December 31, 2018
Right-of-use assets under operating leases	$	730		$	730
Right-of-use assets under finance leases		179			204
Computer hardware and software		626			304
Total cost		1,535			1,238
Accumulated depreciation and amortization		(482	)		(342	)
Net book value	$	1,053		$	896

Schedule of Equipment Held for Sale

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

	December 31, 2019			December 31, 2018
Equipment held for sale	$	163		$	200
Reserve		(96	)		(118	)
Net book value	$	67		$	82

Line of Credit (Tables)

12 Months Ended

Dec. 31, 2019

Debt Disclosure [Abstract]

Schedule of Amount Outstanding Under Credit Facilities

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

	December 31, 2019			December 31, 2018
Line of Credit	$	3,661		$	7,657
Capitalized finance costs		(484	)		(677	)
Net balance	$	3,177		$	6,980

Leases Payable (Tables)

12 Months Ended

Dec. 31, 2019

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,
2020	$	162
2021		235
2022		222
2023		226
2024		223
Total payments		1,068
Less: Amount representing interest		(282	)
Present value of net minimum lease payments		786
Less: Current portion		(49	)
Non-current portion	$	737

Convertible Note to a Related Party (Tables)

12 Months Ended

Dec. 31, 2019

Debt Disclosure [Abstract]

Schedule of Convertible Notes

The Convertible Note to a Related Party consists of the following (in thousands):

	December 31, 2019		December 31, 2018
12% Convertible Note Payable	$	3,400	$	3,400
Accrued Interest		1,289		761
Total obligation	$	4,689	$	4,161

Warrants and Warrant Liability (Tables)

12 Months Ended

Dec. 31, 2019

Warrants And Warrant Liability

Schedule of Warrant Activity

Warrant activity during the years ended December 31, 2019 and 2018 is as follows:

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

Outstanding at December 31, 2017		7,325,282		$	2.09		3.43
Granted		-			-
Exercised		(428,005	)	$	2.03
Forfeited or expired		-			-
Outstanding at December 31, 2018		6,897,277		$	2.06		2.42	$	1,447
Granted		-			-
Exercised		(283,495	)	$	2.09
Forfeited or expired		(200,000	)	$	5.60
Outstanding at December 31, 2019		6,413,782		$	2.06		1.52	$	-
Exercisable at December 31, 2019		6,413,782		$	2.06		1.52	$	-

Schedule of Outstanding Warrants to Purchase Common Stock

Warrants outstanding at December 31, 2019 and 2018, and their respective exercise price and expiration dates, are as follows:

December 31, 2019					December 31, 2018
Number		Price		Expiration Dates	Number		Price		Expiration Dates

	-		-	-		200,000	$	5.600	September 2019
	125,000	$	4.100	May 2021		125,000	$	4.100	May 2021
	10,000	$	3.900	October 2021		10,000	$	3.900	October 2021
	50,000	$	4.100	November 2021		50,000	$	4.100	November 2021
	72,703	$	3.740	June 2021		72,703	$	3.740	June 2021
	66,059	$	4.250	June 2021		66,059	$	4.250	June 2021
	728,299	$	1.500	April 2022		784,549	$	1.500	April 2022
	81,895	$	1.550	July 2022		87,745	$	1.550	July 2022
	478,285	$	2.000	July 2022		512,560	$	2.000	July 2022
	4,051,541	$	2.025	December 2020		4,238,661	$	2.025	December 2020
	750,000	$	1.100	December 2022		750,000	$	1.100	December 2022
	6,413,782					6,897,277

Schedule of Warrant Liability Using Assumptions

The fair value of the warrant liability was determined using the Black-Scholes-Merton option pricing model at December 31, 2019 and 2018, using the following assumptions:

	December 31, 2019			December 31, 2018

Stock Price	$	0.91		$	2.07
Risk free interest rate		1.95	%		2.69	%
Expected volatility		83.36	%		50.07	%
Expected life in years		1.42			2.42
Expected dividend yield		0	%		2.69	%
Number of Warrants containing fundamental transaction provisions		138,762			138,762
Fair Value of Warrants	$	8		$	38

Schedule of Warrant Liability

The following table sets forth a summary of the changes in the estimated fair value of the warrant liability during the years ended December 31, 2019 and 2018:

	December 31, 2019			December 31, 2018
Beginning Balance	$	38		$	36
Change in fair value		(30	)		2
Ending balance	$	8		$	38

Share-Based Payments (Tables)

12 Months Ended

Dec. 31, 2019

Share-based Payment Arrangement [Abstract]

Summary of Non-vested Restricted Stock Activity

The following table summarizes restricted stock activity during the years ended December 31, 2019 and 2018:

	Unvested Shares			Issuable Shares			Fair Value at Date of Issuance			Weighted Average Grant Date Fair Value
Balance, December 31, 2017		-			400,000		$	680			1.70
Granted		854,592			-			1,412			1.65
Vested		(256,222	)		256,222			-			-
Issued		-			(656,222	)		(1,500	)		-
Balance, December 31, 2018		598,370			-		$	592		$	1.63
Granted		46,035			-			132			2.88
Vested		(488,037	)		488,037			-			-
Forfeited		(156,368	)		-			(218	)		1.60
Issued		-			(488,037	)		(506	)		-
Balance, December 31, 2019		-			-		$	-		$	-

Schedule of Stock Option Activity

Stock option activity consists of the following:

	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Terms (Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2017		677,500		$	4.35		4.14
Granted		3,596,954			1.88
Exercised		-			-
Unvested forfeited or expired		(476,468	)		2.53
Vested forfeited or expired		(123,750	)		4.26
Outstanding at December 31, 2018		3,674,236		$	2.16		8.53	$	1,026
Granted		1,431,840			2.48
Exercised		-			-
Unvested forfeited or expired		(1,571,794	)		2.25
Vested forfeited or expired		(268,702	)		3.07
Outstanding at December 31, 2019		3,265,580		$	2.19		7.09	$	6
Exercisable at December 31, 2019		1,263,335		$	2.35		4.26	$	-

Schedule of Information Regarding Stock Options

Additional information regarding options outstanding and exercisable as of December 31, 2019, 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
$0.69 - $1.60		1,114,347	$	1.58		7.49		392,847	$	1.60
$1.62 - $2.44		1,175,218		1.92		6.94		538,718		1.87
$2.49 - $3.74		846,015		2.93		7.86		201,770		3.38
$5.01 - $5.01		130,000		5.01		0.04		130,000		5.01
		3,265,580	$	2.19		7.09		678,059	$	2.35

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2019

Income Tax Disclosure [Abstract]

Schedule of Deferred Income Tax Assets

Significant components of the Company’s deferred tax assets and liabilities are as follows:

	December 31, 2019			December 31, 2018
Deferred income tax asset:
Net operating loss carryforwards	$	13,357		$	10,429
Stock-based compensation		942			839
Accounts receivable allowances		98			162
Inventory reserves		168			51
Operating lease liability		181			-
Reserve for asset impairment		58			58
Gross deferred tax assets		14,804			11,539
Valuation allowance		(14,488	)		(11,363	)
Total deferred tax assets		316			176
Deferred tax liabilities:
Operating lease right-of-use asset		(190	)		-
Deferred finance costs		(126	)		(176	)
Total deferred tax liabilities		(316	)		(176	)
Net deferred tax asset (liability)	$	-		$	-

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

Reconciliation of the effective income tax rate to the U.S. statutory rate is as follows:

	December 31, 2019			December 31, 2018
Federal statutory tax rate		(21	)%		(21	)%
State rate, net of federal benefit		(5	)%		(5	)%
		(26	)%		(26	)%
Effect of change in tax rate		-	%		-	%
Valuation allowance		26	%		26	%
Effective tax rate	$	-		$	-

Operations and Liquidity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended	12 Months Ended
	Oct. 25, 2019	Feb. 20, 2019	Oct. 31, 2018	Dec. 31, 2019	Dec. 31, 2018	Oct. 04, 2018	Dec. 31, 2017
Net loss				$ (16,112)	$ (10,325)
Net cash used in operating activities				(18,161)	(9,258)
Cash balance				913	624
Borrowing capacity				3,235
Stockholder's equity (deficit)				1,147	(6,743)		$ 508
Working capital				4,885
Public Offering [Member]
Issuance of common stock	13,416,667	7,733,750
Common stock price per share	$ 0.60	$ 2.10
Proceeds from offering	$ 7,474	$ 14,867
Financing Agreement [Member]
Borrowing capacity				$ 3,235	1,201
Line of credit, borrowing capacity					$ 13,000
Financing Agreement [Member] \| Rosenthal and Rosenthal, Inc. [Member]
Amount of reduction in debt service requirement			$ 1,500
Debt instrument, term			2 years 6 months		2 years 6 months
Line of credit, borrowing capacity			$ 13,000		$ 13,000	$ 13,000

Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands		12 Months Ended
	Dec. 31, 2018	Dec. 31, 2019	Dec. 31, 2018	Oct. 02, 2018
Allowance for doubtful accounts and returns and discounts	$ 623	$ 375	$ 623
Reserve for inventory obsolescence	197	646	197
Impairment of intangible assets			$ 229
Maximum cash deposit guaranteed by FDIC		250
Percentage of co-packers products			100.00%
Warrant liabilities	$ 38	$ 8	$ 38
Convertible ratio, description		The Series A Convertible Preferred Stock is convertible into Common shares at the rate of 1:4.
Advertising costs		$ 2,570	$ 300
ASU 2016-02 [Member]
Right-of-use assets				$ 862
Lease liabilities				$ 862
California Custom Beverage LLC [Member] \| Christopher J. Reed [Member]
Percentage of sale accounted to customer		100.00%
Customer One [Member] \| Sales Revenue, Net [Member]
Percentage of sale accounted to customer		12.00%	24.00%
Customer One [Member] \| Accounts Receivable [Member]
Percentage of sale accounted to customer		14.00%	36.00%
Customer Two [Member] \| Sales Revenue, Net [Member]
Percentage of sale accounted to customer		11.00%	17.00%
Customer Two [Member] \| Accounts Receivable [Member]
Percentage of sale accounted to customer			19.00%
Vendor One [Member]
Percentage of sale accounted to customer		12.00%	16.00%
Vendor One [Member] \| Accounts Payable [Member]
Percentage of sale accounted to customer		19.00%
Vendor Two [Member]
Percentage of sale accounted to customer		11.00%	13.00%
Vendor Two [Member] \| Accounts Payable [Member]
Percentage of sale accounted to customer		15.00%
Vendor Three [Member]
Percentage of sale accounted to customer		10.00%
Vendor Three [Member] \| Accounts Payable [Member]
Percentage of sale accounted to customer		14.00%
One Vendor [Member] \| Accounts Payable [Member]
Percentage of sale accounted to customer			24.00%
Building [Member]
Expected useful life of assets	P39Y
Machinery [Member] \| Minimum [Member]
Expected useful life of assets	P5Y
Machinery [Member] \| Maximum [Member]
Expected useful life of assets	P12Y

Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment and Related Depreciation (Details)	12 Months Ended
	Dec. 31, 2019
Vehicles [Member]
Expected useful life of assets	P5Y
Computers and Office Equipment [Member] \| Minimum [Member]
Expected useful life of assets	P3Y
Computers and Office Equipment [Member] \| Maximum [Member]
Expected useful life of assets	P7Y

Significant Accounting Policies - Schedule of Potentially Dilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Potentially dilutive securities	11,983,673	13,544,362
Convertible Note to a Related Party [Member]
Potentially dilutive securities	2,266,667	2,266,667
Warrants [Member]
Potentially dilutive securities	6,413,782	6,897,277
Common Stock Equivalent of Series A Convertible Preferred Stock [Member]
Potentially dilutive securities	37,644	37,644
Unvested Restricted Common Stock [Member]
Potentially dilutive securities		598,370
Options [Member]
Potentially dilutive securities	3,265,580	3,744,404

Inventory (Details Narrative) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Inventory Disclosure [Abstract]
Inventory, reserve for obsolescence net	$ 646	$ 197

Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Inventory Disclosure [Abstract]
Raw materials and packaging	$ 4,261	$ 3,053
Finished products	6,247	4,327
Total	$ 10,508	$ 7,380

Property and Equipment (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 24	$ 86

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Property and equipment, total cost	$ 1,535	$ 1,238
Accumulated depreciation and amortization	(482)	(342)
Net book value	1,053	896
Right-of-use Assets Under Operating Leases [Member]
Property and equipment, total cost	730	730
Right-of-use Assets Under Finance Leases [Member]
Property and equipment, total cost	179	204
Computer Hardware and Software [Member]
Property and equipment, total cost	$ 626	$ 304

Property and Equipment - Schedule of Equipment Held for Sale (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Property, Plant and Equipment [Abstract]
Equipment held for sale	$ 163	$ 200
Reserve	(96)	(118)
Net book value	$ 67	$ 82

Intangible Assets (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible assets	$ 576	$ 576
Impairment of intangible assets		$ 229

Line of Credit (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	12 Months Ended
	Oct. 04, 2018	Oct. 31, 2018	Dec. 31, 2019	Dec. 31, 2018
Amortization of debt discount			$ 323	$ 110
Daniel J. Doherty [Member]
Letter of credit	$ 1,500
Daniel J. Doherty [Member] \| Reeds Inc [Member]
Ownership percentage			14.90%
Financing Agreement [Member]
Line credit, borrowing limit				13,000
Financing Agreement [Member] \| Rosenthal and Rosenthal, Inc. [Member]
Line credit, borrowing limit	13,000	$ 13,000		13,000
Excess of permitted borrwing amount	$ 4,000
Unused borrowing capacity			$ 3,235
Line of credit maturity date	Apr. 20, 2021
Line of credit, interest rate	4.75%		7.10%
Minimum monthly fees			$ 4
Direct costs for transaction				882
Cost of warrant modification				161
Additional fees incurred from bank				$ 130
Percentage of borrowing limit				1.00%
Debt instrument, term		2 years 6 months		2 years 6 months
Financing Agreement [Member] \| Rosenthal and Rosenthal, Inc. [Member] \| Minimum [Member]
Line of credit, interest rate	2.00%
Financing Agreement [Member] \| Rosenthal and Rosenthal, Inc. [Member] \| Maximum [Member]
Line of credit, interest rate	3.50%
Financing Agreement [Member] \| Raptor/Harbor Reeds SPV LLC [Member]
Amount of additional advances	$ 4,000
Warrant outstanding shares	750,000
Warrant exercise price	$ 1.50
Warrant exercise price, amount reduced	$ 1.10
Increase in fair value of warrants	$ 161

Line of Credit - Schedule of Amount Outstanding Under Credit Facilities (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Debt Disclosure [Abstract]
Line of Credit	$ 3,661	$ 7,657
Capitalized finance costs	(484)	(677)
Net balance	$ 3,177	$ 6,980

Leases Payable (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
Leases Payable (Details Narrative) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018	Oct. 02, 2018
Right-of-use assets	$ 698		$ 862
Weighted average discount rate for operating lease	12.60%		12.60%
Office equipment value			$ 730
Capitalized leases reclassified to right of use assets			$ 132
Accumulated Amortization of right of use asset	$ 211
Finance leases liability	89	$ 133
Payments of finance lease liability	44
Payments of operating lease liability	22
Financing lease current due	21
Operating lease current due	28
Operating and finance lease due	$ 49	51
Weighted average remaining lease term for operating lease	5 years 4 days
Weighted average remaining lease term for finance lease	1 year
Weighted average discount rate for finance lease	6.93%
Operating Lease Liability [Member]
Operating leases liability	$ 697	$ 719

Leases Payable - Schedule of Future Minimum Lease Payments Under Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Leases [Abstract]
2020	$ 162
2021	235
2022	222
2023	226
2024	223
Total payments	1,068
Less: Amount representing interest	(282)
Present value of net minimum lease payments	786
Less: Current portion	(49)	$ (51)
Non-current portion	$ 737	$ 801

Convertible Note to a Related Party (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Oct. 04, 2018	Apr. 21, 2017	Dec. 31, 2019	Dec. 31, 2018
Securities Purchase Agreement [Member]
Number of warrants to purchase of common stock		1,416,667
Warrant expiration date		Apr. 21, 2022
Warrant exercise price		$ 1.50
Securities Purchase Agreement [Member] \| Raptor [Member]
Ownership percentage			14.90%	27.10%
Securities Purchase Agreement [Member] \| Raptor Note [Member]
Secured convertible debt principal amount		$ 3,400
Convertible note interest rate percentage		12.00%
Debt maturity date		Apr. 21, 2021
Note conversion price per share		$ 1.50
Note term		2 years
Financing Agreement [Member] \| Raptor/Harbor Reeds SPV LLC [Member]
Warrant exercise price	$ 1.50
Amount of additional advances	$ 4,000
Warrant outstanding shares	750,000
Warrant exercise price, amount reduced	$ 1.10
Increase in fair value of warrants	$ 161

Convertible Note to a Related Party - Schedule of Convertible Notes (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Debt Disclosure [Abstract]
12% Convertible Note Payable	$ 3,400	$ 3,400
Accrued Interest	1,289	761
Total obligation	$ 4,689	$ 4,161

Convertible Note to a Related Party - Schedule of Convertible Notes (Details) (Parenthetical)	Dec. 31, 2019	Dec. 31, 2018
Convertible Notes [Member]
Convertible note interest rate percentage	12.00%	12.00%

Warrants and Warrant Liability (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Number of warrants exercised	283,495	428,005
Number of warrants exercised on a cashless basis	87,485	5,978
Proceeds from warrant exercise	$ 365	$ 832
Modification of warrants	200,000
Warrant [Member]
Number of warrants outstanding, value	$ 0
Number of warrants exercisable, intrinsic value	0
Aggregate financing costs
Market price of common stock	$ 0.91
Common Stock [Member]
Exercise of warrants, shares	223,037	414,857

Warrants and Warrant Liability - Schedule of Warrant Activity (Details) - Warrants [Member] - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Shares Outstanding, Beginning Balance	6,897,277	7,325,282
Shares, Granted
Shares, Exercised	(283,495)	(428,005)
Shares, Forfeited or expired	(200,000)
Shares Outstanding, Ending Balance	6,413,782	6,897,277
Shares Exercisable, Ending Balance	6,413,782
Weighted-Average Exercise Price, Outstanding Beginning Balance	$ 2.06	$ 2.09
Weighted-Average Exercise Price, Granted
Weighted-Average Exercise Price, Exercised	2.09	2.03
Weighted-Average Exercise Price, Forfeited or expired	5.60
Weighted-Average Exercise Price, Outstanding Ending Balance	2.06	$ 2.06
Weighted-Average Exercise Price, Exercisable Ending Balance	$ 2.06
Weighted-Average Remaining Contractual Terms (Years), Outstanding Beginning Balance	2 years 5 months 1 day	3 years 5 months 5 days
Weighted-Average Remaining Contractual Terms (Years), Outstanding Ending Balance	1 year 6 months 7 days	2 years 5 months 1 day
Weighted-Average Remaining Contractual Terms (Years), Exercisable Ending Balance	1 year 6 months 7 days
Aggregate Intrinsic Value Shares Outstanding Beginning	$ 1,447
Aggregate Intrinsic Value Shares Outstanding Ending		$ 1,447
Aggregate Intrinsic Value Shares Exercisable

Warrants and Warrant Liability - Schedule of Outstanding Warrants to Purchase Common Stock (Details) - $ / shares	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Warrants [Member]
Number of Warrants	6,413,782	6,897,277	7,325,282
Warrants One [Member]
Number of Warrants		200,000
Warrants Exercise Price		$ 5.600
Expiration Dates		Sep. 30, 2019
Warrants Two [Member]
Number of Warrants	125,000	125,000
Warrants Exercise Price	$ 4.100	$ 4.100
Expiration Dates	May 31, 2021	May 31, 2021
Warrants Three [Member]
Number of Warrants	10,000	10,000
Warrants Exercise Price	$ 3.900	$ 3.900
Expiration Dates	Oct. 31, 2021	Oct. 31, 2021
Warrants Four [Member]
Number of Warrants	50,000	50,000
Warrants Exercise Price	$ 4.100	$ 4.100
Expiration Dates	Nov. 30, 2021	Nov. 30, 2021
Warrants Five [Member]
Number of Warrants	72,703	72,703
Warrants Exercise Price	$ 3.740	$ 3.740
Expiration Dates	Jun. 30, 2021	Jun. 30, 2021
Warrants Six [Member]
Number of Warrants	66,059	66,059
Warrants Exercise Price	$ 4.250	$ 4.250
Expiration Dates	Jun. 30, 2021	Jun. 30, 2021
Warrants Seven [Member]
Number of Warrants	728,299	784,549
Warrants Exercise Price	$ 1.500	$ 1.500
Expiration Dates	Apr. 30, 2022	Apr. 30, 2022
Warrants Eight [Member]
Number of Warrants	81,895	87,745
Warrants Exercise Price	$ 1.550	$ 1.550
Expiration Dates	Jul. 31, 2022	Jul. 31, 2022
Warrants Nine [Member]
Number of Warrants	478,285	512,560
Warrants Exercise Price	$ 2.000	$ 2.000
Expiration Dates	Jul. 31, 2022	Jul. 31, 2022
Warrants Ten [Member]
Number of Warrants	4,051,541	4,238,661
Warrants Exercise Price	$ 2.025	$ 2.025
Expiration Dates	Dec. 31, 2020	Dec. 31, 2020
Warrants Eleven [Member]
Number of Warrants	750,000	750,000
Warrants Exercise Price	$ 1.100	$ 1.100
Expiration Dates	Dec. 31, 2022	Dec. 31, 2022

Warrants and Warrant Liability - Schedule of Warrant Liability Using Assumptions (Details) - Warrants [Member] - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Stock Price	$ 0.91	$ 2.07
Risk free interest rate	1.95%	2.69%
Expected Volatility	83.36%	50.07%
Expected life in years	1 year 5 months 1 day	2 years 5 months 1 day
Expected dividend yield	0.00%	2.69%
Number of Warrants containing fundamental transaction provisions	138,762	138,762
Fair Value - Warrants	$ 8	$ 38

Warrants and Warrant Liability - Schedule of Warrant Liability (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Warrants And Warrant Liability
Beginning Balance	$ 38	$ 36
Change in fair value	(30)	2
Ending balance	$ 8	$ 38

Stockholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands					12 Months Ended
	Oct. 31, 2019	Oct. 25, 2019	Feb. 28, 2019	Feb. 20, 2019	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Oct. 19, 2019
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
Dividends payable rate					5.00%
Number of Common shares issued for preferred stock dividend					4,254	1,734
Preferred share,dividend per share					$ 5
Common stock, par value					$ .0001	$ 0.0001
Common stock, shares authorized					100,000,000	70,000,000		70,000,000
Common stock, shares outstanding					47,595,206	25,729,461
Common stock issued for services						$ 100
Directors [Member]
Common stock price per share							$ 1.70
Common stock issued for services, shares							400,000
Common stock issued for services							$ 680
Public Offering [Member]
Number of shares issued		13,416,667		7,733,750
Common stock price per share		$ 0.60		$ 2.10
Proceeds from offering		$ 7,474		$ 14,867
Public Offering [Member] \| Underwriter [Member]
Number of shares issued	13,416,667		7,733,750
Number of additional shares sold	1,750,000		1,008,750
Common stock price per share	$ 0.60		$ 2.10
Proceeds from offering	$ 7,474		$ 14,867

Share-Based Payments (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands					1 Months Ended	3 Months Ended	12 Months Ended
	Oct. 31, 2019	Sep. 11, 2019	Dec. 13, 2018	Sep. 29, 2017	Jan. 31, 2018	Mar. 31, 2018	Dec. 31, 2019	Dec. 31, 2018
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 shares issue for services, value								$ 100
Value of restricted shares issued								820
Stock-based compensation							$ 374	667
Restricted Common Stock [Member]
Stock-based compensation							$ 506	$ 820
Restricted Stock [Member]
Number of shares vested							488,037	256,222
Number of unvested shares were forfited							156,368
Restricted Stock [Member] \| Members of Board of Directors [Member]
Number of restricted shares issued							46,035
Value of restricted shares issued							$ 132
Number of shares vested							17,652
Number of vested shares were issued							46,035
Stock-based compensation							$ 132
Restricted Stock [Member] \| Members of Board of Directors [Member] \| Vested Through 2019 [Member]
Number of shares vested							28,383
Stock Options [Member]
Stock-based compensation							$ 790
Stock price							$ 0.91
Aggregate value of unvested compensation							$ 1,492
Officer [Member]
Number of shares issue for services								37,057
Number of shares issue for services, value								$ 100
Valentin Stalowir [Member]
Number of restricted shares issued						784,004
Value of restricted shares issued						$ 1,291
Valentin Stalowir [Member] \| Restricted Stock [Member]
Number of restricted shares issued								784,004
Number of shares vested								185,634
Number of vested shares were issued								185,634
Valentin Stalowir [Member] \| Separation, Settlement and Release of Claims Agreement [Member] \| Restricted Stock [Member]
Number of restricted shares issued								442,002
Number of vested shares were issued								442,002
Number of unvested shares were forfited	156,368
Independent Directors [Member]
Number of restricted shares issued					70,588
Stock-based compensation								$ 120
Number of restricted shares issued, value					$ 120
New Board Members [Member]
Options to purchase shares of common stock							113,330
Consultants [Member]
Number of vested shares were issued
Stock-based compensation
Options to purchase shares of common stock		60,510
2017 Compensation Plan [Member]
Shares issued for compensation			3,500,000	3,000,000
Shares issuable for compensation							3,436,864	1,975,215
Stock options expiration period							10 years
Fair value of options granted							$ 911
Expected term							7 years
Volatility							61.00%
Dividend rate							0.00%
Amortization period of option fair value							Sep. 30, 2023
2017 Compensation Plan [Member] \| Minimum [Member]
Stock price							$ 2.33
Risk-free interest rate							1.39%
2017 Compensation Plan [Member] \| Maximum [Member]
Stock price							$ 3.37
Risk-free interest rate							2.60%
2017 Compensation Plan [Member] \| Employees [Member]
Number of options to be issued							1,258,000
Option vesting period							4 years

Share-Based Payments - Summary of Non-vested Restricted Stock Activity (Details) - Restricted Stock [Member] - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Unvested Shares, beginning balance	598,370
Unvested Shares, Granted	46,035	854,592
Unvested Shares, Vested	(488,037)	(256,222)
Unvested Shares, Forfeited	(156,368)
Unvested Shares, Issued
Unvested Shares, ending balance		598,370
Number of Issuable Shares, beginning balance		400,000
Number of Issuable Shares, Granted
Number of Issuable Shares, Vested	488,037	256,222
Number of Issuable Shares, Forfeited
Number of Issuable Shares, Issued	(488,037)	(656,222)
Number of Issuable Shares, ending balance
Fair Value Unvested, beginning balance	$ 592	$ 680
Fair Value, Granted	132	1,412
Fair Value, Vested
Fair Value, Forfeited	(218)
Fair Value, Issued	(506)	(1,500)
Fair Value, Unvested, ending balance		$ 592
Weighted Average Grant Date Fair Value, Unvested, beginning balance	$ 1.63	$ 1.70
Weighted Average Grant Date Fair Value, Granted	2.88	1.65
Weighted Average Grant Date Fair Value, Vested
Weighted Average Grant Date Fair Value, Forfeited	1.60
Weighted Average Grant Date Fair Value, Issued
Weighted Average Grant Date Fair Value, Unvested, ending balance		$ 1.63

Share-Based Payments - Schedule of Stock Option Activity (Details) - Options [Member] - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Shares Outstanding, Beginning balance	3,674,236	677,500
Shares, Granted	1,431,840	3,596,954
Shares, Exercised
Shares, Unvested forfeited or expired	(1,571,794)	(476,468)
Shares, Vested forfeited or expired	(268,702)	(123,750)
Shares Outstanding, Exercisable Ending Balance	3,265,580	3,674,236
Shares Exercisable	1,263,335
Weighted-Average Exercise Price, Outstanding, Beginning	$ 2.16	$ 4.35
Weighted-Average Exercise Price, Granted	2.48	1.88
Weighted-Average Exercise Price, Exercised
Weighted-Average Exercise Price, Unvested forfeited or expired	2.25	2.53
Weighted-Average Exercise Price, Vested forfeited or expired	3.07	4.26
Weighted-Average Exercise Price, Outstanding, Ending	2.19	$ 2.16
Weighted-Average Exercise Price, Exercisable Ending Balance	$ 2.35
Weighted-Average Remaining Contractual Terms (Years), Outstanding Beginning	8 years 6 months 10 days	4 years 1 month 20 days
Weighted-Average Remaining Contractual Terms (Years), Outstanding Ending	7 years 1 month 2 days	8 years 6 months 10 days
Weighted-Average Remaining Contractual Terms (Years), Exercisable Ending Balance	4 years 3 months 4 days
Aggregate Intrinsic Value, Shares Outstanding, Ending	$ 6	$ 1,026
Aggregate Intrinsic Value, Shares Exercisable Ending Balance

Share-Based Payments - Schedule of Information Regarding Stock Options (Details)	12 Months Ended
	Dec. 31, 2019 $ / shares shares
Number of Shares Outstanding \| shares	3,265,580
Weighted Average Exercise Price	$ 2.19
Weighted Average Remaining Contractual Life (years)	7 years 1 month 2 days
Number of Shares Exercisable \| shares	678,059
Weighted Average Exercise Price	$ 2.35
Range One [Member]
Range of Exercise Price, Lower Limit	0.69
Range of Exercise Price, Upper limit	$ 1.60
Number of Shares Outstanding \| shares	1,114,347
Weighted Average Exercise Price	$ 1.58
Weighted Average Remaining Contractual Life (years)	7 years 5 months 27 days
Number of Shares Exercisable \| shares	392,847
Weighted Average Exercise Price	$ 1.60
Range Two [Member]
Range of Exercise Price, Lower Limit	1.62
Range of Exercise Price, Upper limit	$ 2.44
Number of Shares Outstanding \| shares	1,175,218
Weighted Average Exercise Price	$ 1.92
Weighted Average Remaining Contractual Life (years)	6 years 11 months 8 days
Number of Shares Exercisable \| shares	538,718
Weighted Average Exercise Price	$ 1.87
Range Three [Member]
Range of Exercise Price, Lower Limit	2.49
Range of Exercise Price, Upper limit	$ 3.74
Number of Shares Outstanding \| shares	846,015
Weighted Average Exercise Price	$ 2.93
Weighted Average Remaining Contractual Life (years)	7 years 10 months 10 days
Number of Shares Exercisable \| shares	201,770
Weighted Average Exercise Price	$ 3.38
Range Four [Member]
Range of Exercise Price, Lower Limit	5.01
Range of Exercise Price, Upper limit	$ 5.01
Number of Shares Outstanding \| shares	130,000
Weighted Average Exercise Price	$ 5.01
Weighted Average Remaining Contractual Life (years)	15 days
Number of Shares Exercisable \| shares	130,000
Weighted Average Exercise Price	$ 5.01

Income Taxes (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
Income Taxes (Details Narrative) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Federal net operating loss carryforwards	$ 56,000	$ 42,000
State net operating loss carryforwards	$ 17,000	$ 18,000
Federal carryforward loss expires year	2035
State carryforward loss expires year	2019

Income Taxes - Schedule of Deferred Income Tax Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Net operating loss carryforwards	$ 13,357	$ 10,429
Stock-based compensation	942	839
Accounts receivable allowances	98	162
Inventory reserves	168	51
Operating lease liability	181
Reserve for asset impairment	58	58
Gross deferred tax assets	14,804	11,539
Valuation allowance	(14,488)	(11,363)
Total deferred tax assets	316	176
Operating lease right-of-use asset	(190)
Deferred finance costs	(126)	(176)
Total deferred tax liabilities	(316)	(176)
Net deferred tax asset (liability)

Income Taxes - Schedule of Reconciliation of Effective Income Tax Rate to U.S. Statutory Rate (Details)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
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	0.00%	0.00%
Valuation allowance	26.00%	26.00%
Effective tax rate	0.00%	0.00%

Related Party Activities (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Gain on sale of property plant and equipment	$ 45	$ 5
Co-packing Agreement [Member] \| California Custom Beverage, LLC [Member]
Payment of purchase of productive asset	1,600
Accounts payable	182
Related party owed	174
Chris Reed [Member]
Deposit of security with lessor	800
Chris Reed [Member] \| California Custom Beverage, LLC [Member]
Sales price of plant		1,250
Lease obligation assumed from sale of plant		1,300
Gain on sale of property plant and equipment	180
Deposit of security with lessor	1,200	1,200
Receivable from related party	$ 128	195
Royalty percentage	5.00%
Referral fee percentage	5.00%
Inventory advances	$ 228
Lindsay Martin [Member] \| Vice President [Member]
Amount paid for service	$ 161	$ 162

Commitments and Contingencies (Details Narrative) - Chris Reed [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Security deposit	$ 800
Number of shares held in escrow	363,000
Number of shares held in escrow, value	$ 330
California Custom Beverage, LLC [Member]
Security deposit	$ 1,200	$ 1,200

Subsequent Events (Details Narrative) - shares					12 Months Ended
Subsequent Events (Details Narrative) - shares	Mar. 03, 2020	Feb. 25, 2020	Feb. 24, 2020	Nov. 12, 2019	Dec. 31, 2019	Dec. 31, 2018
Common stock bid price description				On November 12, 2019, Nasdaq Listing Qualifications notified the Company that its common stock failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days as required by the Listing Rules of The Nasdaq Stock Market. On January 23, 2020, Nasdaq Listing Qualifications notified the Company that it has determined that for 10 consecutive business days, from January 8 to January 22, 2020, the closing bid price of the Company's common stock was at $1.00 per share or greater. Accordingly, the Company has regained compliance with Listing Rule 5550(a)(2) and the matter is now closed.
Vesting, 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.
Restricted Stock [Member]
Number of options vested, increments					488,037	256,222
Subsequent Event [Member] \| Norman E. Snyder, Jr. [Member]
Vested percentage		25.00%
Option to purchase common stock		446,000
Vesting, description		Half are time based and vest 25% on each one year anniversary of the grant date and the remaining options are performance based with up to 25% vesting at the end of the first quarter of each fiscal year beginning in 2020.
Subsequent Event [Member] \| Norman E. Snyder, Jr. [Member] \| Restricted Stock [Member]
Number of restricted shares issued			150,000
Vested percentage			100.00%
Subsequent Event [Member] \| Thomas Spisak [Member]
Option to purchase common stock	150,000
Vesting, description	Which half will vest in equal increments of 18,750 on each of the first four anniversaries of the grant date and the remainder will vest based on performance criteria determined by the Board of Directors or Compensation Committee.
Number of options vested, increments	18,750
Options, expiry date	Mar. 02, 2030
Subsequent Event [Member] \| Thomas Spisak [Member] \| Restricted Stock [Member]
Number of restricted shares issued	150,000
Vesting, description	Which vest in equal increments of 18,750 on each of the first four anniversaries of the grant date and the remainder will vest based on performance criteria determined by the Board of Directors or Compensation Committee.
Number of options vested, increments	18,750