0001493152-21-007217 | 10-K | XBRL Viewer

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2020	Mar. 22, 2021	Jun. 30, 2020
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2020
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2020
Current Fiscal Year End Date	--12-31
Entity File Number	001-32501
Entity Registrant Name	REED’S, INC.
Entity Central Index Key	0001140215
Entity Tax Identification Number	35-2177773
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	201 Merritt 7
Entity Address, City or Town	Norwalk
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06851
City Area Code	(800)
Local Phone Number	997-3337
Title of 12(b) Security	Common Stock
Trading Symbol	REED
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 55,025,154
Entity Common Stock, Shares Outstanding		86,403,321

Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Current assets:
Cash	$ 595	$ 913
Accounts receivable, net of allowance of $234 and $375, respectively	4,718	2,099
Receivable from related party	682	356
Inventory, net of reserve for obsolescence of $194 and $646, respectively	11,119	10,508
Prepaid expenses and other current assets	1,341	420
Total current assets	18,455	14,296
Property and equipment, net of accumulated depreciation of $361 and $482, respectively	920	1,053
Equipment held for sale, net of impairment reserves of $96 and $96, respectively	67	67
Intangible assets	615	576
Total assets	20,057	15,992
Current liabilities:
Accounts payable	6,746	5,357
Payable to related party	557	182
Accrued expenses	895	646
Revolving line of credit		3,177
Current portion of note payable	599
Current portion of lease liabilities	130	49
Total current liabilities	8,927	9,411
Lease liabilities, less current portion	555	737
Note payable, less current portion	171
Convertible note to a related party		4,689
Warrant liability	(0)	8
Total liabilities	9,653	14,845
Stockholders’ equity:
Series A Convertible Preferred stock, $10 par value, 500,000 shares authorized, 9,411 shares issued and outstanding	94	94
Common stock, $.0001 par value, 120,000,000 and 100,000,000 shares authorized, respectively; 86,317,096 and 47,595,206 shares issued and outstanding, respectively	9	5
Additional paid in capital	97,031	77,596
Accumulated deficit	(86,730)	(76,548)
Total stockholders’ equity	10,404	1,147
Total liabilities and stockholders’ equity	$ 20,057	$ 15,992

Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Accounts receivable, net of allowance	$ 234	$ 375
Inventory Valuation Reserves	194	646
Property and equipment, accumulated depreciation	$ 361	$ 482
Series A convertible preferred stock, par value	$ 10	$ 10
Series A convertible preferred stock, shares authorized	500,000	500,000
Series A convertible preferred stock, shares issued	9,411	9,411
Series A convertible preferred stock, shares outstanding	9,411	9,411
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	120,000,000	100,000,000
Common stock, shares outstanding	86,317,096	47,595,206
Common stock, shares issued	86,317,096	47,595,206

Statements of Operations - USD ($) $ in Thousands	12 Months Ended
Statements of Operations - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Income Statement [Abstract]
Net Sales	$ 41,615	$ 33,820
Cost of goods sold	28,849	25,944
Gross profit	12,766	7,876
Operating expenses:
Delivery and handling expense	6,856	5,993
Selling and marketing expense	7,503	9,188
General and administrative expense	7,023	7,551
Total operating expenses	21,382	22,732
Loss from operations	(8,616)	(14,856)
Loss on extinguishment of debt	(262)
Interest expense	(1,307)	(1,286)
Change in fair value of warrant liability	8	30
Net loss	(10,177)	(16,112)
Dividends on Series A Convertible Preferred Stock	(5)	(5)
Net loss attributable to common stockholders	$ (10,182)	$ (16,117)
Loss per share – basic and diluted	$ (0.17)	$ (0.46)
Weighted average number of shares outstanding – basic and diluted	60,644,842	35,058,004

Statements of Changes in Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Common Stock [Member]	Preferred Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance	25,729,461	9,411
Beginning balance, value at Dec. 31, 2018	$ 3	$ 94	$ 53,591	$ (60,431)	$ (6,743)
Beginning balance at Dec. 31, 2018	25,729,461	9,411
Beginning balance	47,595,206	9,411
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 offering, 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)
Ending balance, value at Dec. 31, 2019	$ 5	$ 94	77,596	(76,548)	1,147
Ending balance at Dec. 31, 2019	47,595,206	9,411
Beginning balance	47,595,206	9,411
Beginning balance	86,317,096	9,411
Fair value of vested options			1,176		1,176
Fair value of vested restricted shares granted to Directors and officers for services			416		416
Fair value of vested restricted shares granted to Directors and officers for services, shares	444,740
Dividends on Series A Convertible Preferred Stock			5	(5)
Dividends on Series A Convertible Preferred Stock, shares	4,530
Common shares issued pursuant to the rights offerings, net of offering costs	$ 4		16,560		16,564
Common shares issued pursuant to the rights offering, net of offering costs, shares	36,895,834
Fair value of warrants issued on extinguishment of debt			402		402
Common shares issued on conversion of note payable			857		857
Common shares issued on conversion of note payable, shares	1,339,286
Exercise of options			19		19
Exercise of options, shares	37,500
Net Loss				(10,177)	(10,177)
Ending balance, value at Dec. 31, 2020	$ 9	$ 94	$ 97,031	$ (86,730)	$ 10,404
Ending balance at Dec. 31, 2020	86,317,096	9,411
Beginning balance	86,317,096	9,411

Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
Statements of Cash Flows - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities:
Net loss	$ (10,177)	$ (16,112)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	88	61
Gain on sale of property & equipment		(45)
Loss on termination of leases		8
Loss on extinguishment of debt	262
Amortization of debt discount	452	323
Amortization of right of use assets	116	91
Fair value of vested options	1,176	790
Fair value of vested restricted shares granted to directors and officers for services	416	506
Decrease in accounts receivable allowance	(141)	(248)
Increase (decrease) in inventory reserve	(452)	449
Decrease in fair value of warrant liability	(8)	(30)
Accrual of interest on convertible note to a related party	558	528
Lease liability	(28)
Changes in operating assets and liabilities:
Accounts receivable	(2,478)	757
Inventory	(159)	(3,575)
Prepaid expenses and other assets	(759)	(645)
Accounts payable	1,390	(182)
Accrued expenses	248	(837)
Net cash used in operating activities	(9,496)	(18,161)
Cash flows from investing activities:
Intangible asset trademark costs	(39)
Proceeds from sale of property and equipment		45
Purchase of property and equipment	(122)	(322)
Net cash used in investing activities	(161)	(277)
Cash flows from financing activities:
Borrowings under revolving line of credit	50,975	54,831
Repayments of revolving line of credit	(54,636)	(58,827)
Capitalization of financing costs	(130)	(130)
Proceeds from loan payable	770
Amounts from related party	49	195
Repayment of convertible note payable	(4,250)
Principal repayments on finance lease obligation	(22)	(48)
Exercise of options	19
Exercise of warrants		365
Proceeds from sale of common stock	16,564	22,341
Net cash provided by financing activities	9,339	18,727
Net increase (decrease) in cash	(318)	289
Cash at beginning of period	913	624
Cash at end of period	595	913
Supplemental disclosures of cash flow information:
Cash paid for interest	1,740	498
Non-cash investing and financing activities:
Offset accounts receivable related party and accounts payable related party	153
Dividends on Series A Convertible Preferred Stock	$ 5	$ 5

Operations and Liquidity

12 Months Ended

Dec. 31, 2020

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 Reed’s Real Ginger Ale 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 40,000 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. Reed’s uses this same handcrafted approach in its Reed’s Real Ginger Ale and Virgil’s line of great tasting, bold flavored craft sodas, including its award-winning Virgil’s Root Beer.

COVID-19 Considerations

During the year ended December 31, 2020, the COVID-19 pandemic did not have a material net impact on our operating results. In the future, the pandemic may cause reduced demand for our products if, for example, the pandemic results in a recessionary economic environment which negatively effects the consumers who purchase our products. Based on the recent increase in demand for our products, we believe that over the long term, there will continue to be strong demand for our products.

Our ability to operate without significant negative operational impact from the COVID-19 pandemic will in part depend on our ability to protect our employees and our supply chain. The Company has endeavored to follow the recommended actions of government and health authorities to protect our employees. Since the inception of the COVID-19 pandemic and through the year ended December 31, 2020, we maintained the consistency of our operations during the onset of the COVID-19 pandemic. We will continue to innovate in managing our business, coordinating with our employees and suppliers to do our part in the infection prevention and remain flexible in responding to our customers and suppliers. However, the uncertainty resulting from the pandemic could result in an unforeseen disruption to our workforce and supply chain (for example an inability of a key supplier or transportation supplier to source and transport materials) that could negatively impact our operations.

Through December 31, 2020, the COVID-19 pandemic has not negatively impacted the Company’s liquidity position as of such date. Net sales for the year ended December 31, 2020 were up 23% from the prior year period. Through December 31, 2020, we continue to generate cash flows to meet our short-term liquidity needs, and we expect to maintain access to the capital markets. We have also not observed any material impairments of our assets or a significant change in the fair value of our assets due to the COVID-19 pandemic.

Liquidity

The accompanying financial statements have been prepared under the assumption that the Company will continue as a going concern. Such assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. For the year ended December 31, 2020, the Company recorded a net loss of $10,177 and used cash in operations of $9,496. As of December 31, 2020, we had a cash balance of $595 with borrowing capacity of $5,166, stockholders’ equity of $10,404 and a working capital of $9,528. Notwithstanding the net loss for 2020, management projects adequate cash from operations and available line of credit in 2021 to ensure continuation of the Company as a going concern for at least one year from the date the Company’s 2020 financial statements are issued.

During 2020, the Company conducted public offerings and sold 36.9 million of its common shares and received net proceeds of $16,564 (see Note 11).

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, 2020

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 receivables, assumptions used in valuing inventories at net realizable value, impairment testing of recorded long-term tangible and intangible assets, the valuation allowance for deferred tax assets, accruals for potential liabilities, assumptions made in valuing stock instruments issued for services, and assumptions used in valuing warrant liabilities, and assumptions used in the determination of the Company’s liquidity.

Accounts Receivable

Accounts receivable are generally recorded at the invoiced amounts net of an allowance for expected losses. 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 accounts receivable is established through a provision reducing the carrying value of receivables. At December 31, 2020 and 2019, the allowance was $234 and $375, respectively.

Inventory

Inventory is stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out (“FIFO”) basis. 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, 2020 and 2019, the reserve for inventory obsolescence aggregated $194 and $646, 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
Computer hardware and software		3-7 years
Machinery and equipment		5 years

Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is 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, 2020 and 2019, 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, or more frequently if events or circumstances indicate that assets might be impaired, and evaluated annually to determine whether the indefinite useful life is appropriate. As part of our impairment test, we first assess qualitative factors to determine whether it is more likely than not the asset is impaired. If further testing is necessary, we compare the estimated fair value of our asset with its book value. If the carrying amount of the asset exceeds its fair value, as determined by its discounted cash flows, an impairment loss is recognized in an amount equal to that excess. For the years ended December 31, 2020 and 2019, the Company determined there was no impairment of its indefinite-lived brand names.

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 in the event that a fundamental transaction occurs (such as a merger or change in control of the Company) and such cash payment is elected by the holder. 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.

Revenue Recognition

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

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

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

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

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, depreciation, 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.

Delivery and Handling Expense

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

Advertising Costs

Advertising costs are expensed as incurred and are included in selling and marketing expense. Advertising costs aggregated $1,518 and $2,570 for the years ended December 31, 2020 and 2019, 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 based on ASC 718, Compensation-Stock Compensation whereby the value of the award is measured on the date of grant and recognized for employees as compensation expense on the straight-line basis over the vesting period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services. The Company recognizes the fair value of stock-based compensation within its Statements of Operations with classification depending on the nature of the services rendered.

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

Income Taxes

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

Loss per Common Share

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, 2020 and 2019, 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, 2020		December 31, 2019
Convertible note to a related party		-		2,266,667
Warrants		3,362,241		6,413,782
Common stock equivalent of Series A Convertible Preferred Stock		37,644		37,644
Unvested restricted common stock		150,000		-
Options		9,417,898		3,265,580
Total		12,967,783		11,983,673

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

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, 2020, and 2019, the Company’s balance sheets included Level 2 liabilities comprised of the fair value of warrant liabilities aggregating $0 and $8, respectively (see Note 10).

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.

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, 2020, the Company’s largest two customers accounted for 25% and 12% of gross sales, respectively. During the year ended December 31, 2019, the Company’s largest two customers accounted for 12% and 11% of gross sales, respectively.

Accounts receivable. As of December 31, 2020, the Company had accounts receivable from one customer which comprised 23% of its gross accounts receivable. As of December 31, 2019, the Company had accounts receivable from one customer which comprised 14% of its gross accounts receivable.

During the years ended December 31, 2020 and 2019, respectively, the Company utilized six and four, respectively, separate, co-packers for most its production and bottling of beverage products in the 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 15). 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, 2020, the Company’s largest two vendors accounted for approximately 12% and 11% of all purchases, respectively. During the year ended December 31, 2019, the Company’s largest three vendors accounted for approximately 12%, 11%, and 10% of all purchases, respectively.

Accounts payable. As of December 31, 20120 the Company’s largest two vendors accounted for 12% and 10% of the total accounts payable, respectively. As of December 31, 2019, the Company’s largest three vendors accounted for 19%, 15% and 14% of the total accounts payable, respectively.

Recent Accounting Pronouncements

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

In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models will result in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for the Company January 1, 2024. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. Management is currently evaluating the effect of the adoption of ASU 2020-06 on the financial statements, but currently does not believe ASU 2020-06 will have a significant impact on the Company’s accounting for its convertible debt instruments. The effect will largely depend on the composition and terms of the financial instruments at the time of adoption.

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, 2020

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):

Schedule of Inventory

	December 31, 2020		December 31, 2019
Raw materials and packaging	$	6,793	$	4,261
Finished products		4,326		6,247
Total	$	11,119	$	10,508

The Company has recorded a reserve for slow moving and potentially obsolete inventory. The reserve at December 31, 2020 and 2019 was $194 and $646, respectively.

Property and Equipment

12 Months Ended

Dec. 31, 2020

Property, Plant and Equipment [Abstract]

Property and Equipment

4. Property and Equipment

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

Schedule of Property and Equipment

	December 31, 2020			December 31, 2019
Right-of-use assets under operating leases	$	724		$	730
Right-of-use assets under finance leases		54			179
Computer hardware and software		400			543
Machinery and equipment		103			83
Total cost		1,281			1,535
Accumulated depreciation and amortization		(361	)		(482	)
Net book value	$	920		$	1,053

Depreciation expense for the years ended December 31, 2020 and 2019 was $88 and $24, respectively, and amortization of right-of-use assets for the years ended December 31, 2020 and 2019 was $116 and $91, respectively. During the year ended December 31, 2020, the Company disposed of right-of-use assets under finance leases with a net book value of $51 and terminated $51 of related finance leases (see Note 9). Additionally, during the year ended December 31, 2020, the Company reclassified $6 of right-of-use assets under operating leases to right-of-use assets under finance leases and disposed of fully depreciated computer hardware and software of $244 with zero net book value.

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

Schedule of Equipment Held for Sale

	December 31, 2020			December 31, 2019
Equipment held for sale	$	163		$	163
Reserve		(96	)		(96	)
Net book value	$	67		$	67

The balance as of December 31, 2020 and 2019 consists of residual manufacturing equipment, at estimated net realizable value, which management anticipates selling during 2021.

Intangible Assets

12 Months Ended

Dec. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

5. Intangible Assets

Intangible assets are comprised of brand names acquired, specifically Virgil’s, and costs related to trademarks. They have been assigned an indefinite life, as we currently anticipate that they will contribute cash flows to the Company perpetually. These indefinite-lived intangible assets are not amortized but are assessed for impairment annually and evaluated annually to determine whether the indefinite useful life remains appropriate. We first assess qualitative factors to determine whether it is more likely than not that the asset is impaired. If further testing is necessary, we compare the estimated fair value of our asset with its book value. If the carrying amount of the asset exceeds its fair value, as determined by the discounted cash flows expected to be generated by the asset, an impairment loss is recognized in an amount equal to that excess. Based on management’s assessment, there were no indications of impairment at December 31, 2020.

During the year ended December 31, 2020, the Company capitalized costs of $39 pertaining to legal and other fees incurred in applying for international trademarks for Reeds and Virgil’s brands.

Intangible assets consist of the following (in thousands):

Summary of Intangible Assets

	December 31, 2020		December 31, 2019
Brand names	$	576	$	576
Trademarks		39		-
Total	$	615	$	576

Line of Credit

12 Months Ended

Dec. 31, 2020

Line Of Credit

Line of Credit

6. Line of Credit

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

	December 31, 2020		December 31, 2019
Line of Credit	$	-	$	3,661
Capitalized finance costs		-		(484	)
Net balance	$	-	$	3,177

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, 2020, the unused borrowing capacity under the financing agreement was $5,166. The line of credit matures on March 30, 2021, with automatic yearly renewals thereafter until terminated.

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

The line of credit is secured by substantially all of the assets, excluding intellectual property, of the Company. The over-advance is secured by all of Reed’s intellectual property collateral. Additionally, any over-advance 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”). As of December 31, 2020, Raptor beneficially owns 7.4% of the Company’s outstanding common stock. 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.

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, 2020.

The Company annually incurs an additional $130 of fees from the bank, which is equal to 1% of the $13,000 borrowing limit. These costs have been capitalized and recorded as a debt discount and are amortized over the remaining life of the Rosenthal agreement. Amortization of debt discount was $452 and $323 for the year ended December 31, 2020 and 2019, respectively. On December 31, 2020, the remaining unamortized debt discount of $162 is included in prepaid expense and other current assets on the balance sheet.

Convertible Note to a Related Party

12 Months Ended

Dec. 31, 2020

Convertible Note To Related Party

Convertible Note to a Related Party

7. Convertible Note to a Related Party

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

Schedule of Convertible Notes

	December 31, 2020		December 31, 2019
12% Convertible Note Payable	$	-	$	3,400
Accrued Interest		-		1,289
Total obligation	$	-	$	4,689

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 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 December 11, 2020, the Company entered into a Satisfaction, Settlement and Release Agreement with Raptor satisfying all of its obligations to Raptor as its junior secured lender. In full satisfaction of the Raptor Note, including release of collateral, and termination of related junior lender documentation, the Company (a) paid Raptor $4,250 in cash, (b) issued to Raptor a 5-year warrant with a fair value of $402 to purchase 1,000,000 shares of the Company common stock with an exercise price of $0.644 per share, and (c) issued to Raptor 1,339,286 shares of Common Stock with a fair value of $857 upon conversion of $750 of the Raptor Note at a reduced per share conversion price of $0.56 per share. The aggregate amount of the cash paid, the fair value of the warrants issued, and the fair value of shares issued upon conversion of the Raptor Note was approximately $5,509. The carrying amount of the balance of the Raptor note, including accrued interest, was approximately $5,247, resulting in a loss on extinguishment of debt of $262 recorded on the statements of operations during the year ended December 31, 2020.

Note Payable

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

Note Payable

8. Note Payable

On April 20, 2020, the Company was granted a loan (the “PPP loan”) from City National Bank in the aggregate amount of $770, pursuant to the Paycheck Protection Program (the “PPP”) under the CARES Act. At December 31, 2020, the note payable balance was $770, of which $599 was reflected as the current portion of note payable.

The PPP loan agreement is dated April 20, 2020, matures on April 20, 2022, bears interest at a rate of 1% per annum, with the first six months of interest deferred, is payable monthly commencing on November 2020, and is unsecured and guaranteed by the U.S. Small Business Administration. We applied ASC 470, Debt, to account for the PPP loan. Funds from the PPP loan may only be used for qualifying expenses as described in the CARES Act, including qualifying payroll costs, qualifying group health care benefits, qualifying rent and debt obligations, and qualifying utilities. The Company believes it used the entire loan amount for qualifying expenses. Under the terms of the PPP, certain amounts of the loan may be forgiven if they are used for qualifying expenses. The Company was in compliance with the terms of the PPP loan as of December 31, 2020.

If the conditions outlined in the PPP loan program are adhered to by the Company, all or part of such loan could be forgiven. The Company believes that all or a substantial portion of the PPP loan is eligible for forgiveness. The Company applied for full forgiveness of the PPP loan on March 17, 2021. As for the potential loan forgiveness, once the PPP loan is, in part or wholly, forgiven and a legal release is received, the liability would be reduced by the amount forgiven and a gain on extinguishment would be recorded. However, the Company cannot provide any assurance whether the PPP loan will ultimately be forgiven by the SBA.

Leases Liabilities

12 Months Ended

Dec. 31, 2020

Leases [Abstract]

Leases Liabilities

9. Leases Liabilities

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

During the years ended December 31, 2020 and 2019, lease costs totaled $181 and $181, respectively.

As of December 31, 2018, lease liabilities totaled $852, made up of finance leases liabilities of $133 and operating lease liabilities of $719. During the year ended December 31, 2019, the Company made payments of $44 towards its finance lease liability and $22 towards its operating lease liability. As of December 31, 2019, the Company’s lease liabilities totaled $786, made up of finance lease liabilities of $89 and operating lease liabilities of $697. During the year ended December 31, 2020, the Company terminated $51 of finance leases, and made payments of $22 towards its finance lease liability and $28 towards its operating lease liability. As of December 31, 2020, lease liabilities totaled $685, made up of finance lease liabilities of $16 and operating lease liabilities of $669.

As of December 31, 2020, the weighted average remaining lease terms for operating lease and finance lease are 4.00 years and 0.28 years, respectively. As of December 31, 2020, the weighted average discount rate for operating lease is 12.60% and 6.03% for finance lease.

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

		Dec 31, 2020
Years Ending December 31,
2021	$	209
2022		222
2023		226
2024		221
2025		-
Total payments		878
Less: Amount representing interest		(193	)
Present value of net minimum lease payments		685
Less: Current portion		(130	)
Non-current portion	$	555

Warrant Liability

12 Months Ended

Dec. 31, 2020

Warrant Liability

Warrant Liability

10. Warrant Liability

Various sales of common stock 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.

The fair value of the warrant liability was determined using the Black-Scholes-Merton option pricing model at December 31, 2020 and December 31, 2019, using the following assumptions:

	December 31, 2020			December 31, 2019

Stock Price	$	0.59		$	0.91
Risk free interest rate		0.48	%		1.95	%
Expected volatility		76.35	%		83.36	%
Expected life in years		0.42			1.42
Expected dividend yield		0	%		0	%
Number of Warrants containing fundamental transaction provisions		138,762			138,762
Fair Value of Warrants	$	-		$	8

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 year ended December 31, 2020 and 2019:

Schedule of Warrant Liability

	December 31, 2020			December 31, 2019
Beginning Balance	$	8		$	38
Change in fair value		(8	)		(30	)
Ending balance	$	-		$	8

Stockholders’ Equity

12 Months Ended

Dec. 31, 2020

Equity [Abstract]

Stockholders’ Equity

11. 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, 2020, and 2019, 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, 2020 and 2019, the Company paid dividends on the Preferred Stock through the issuance of 4,530 and 4,254 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 2020 and 2019.

Common Stock

The Company’s common stock has a par value of $.0001. On December 21, 2020, our shareholders approved an increase in the authorized number of common shares from 100,000,000 to 120,000,000. As of December 31, 2020, there were 120,000,000 shares authorized with 86,317,096 outstanding. As of December 31, 2019, there were 100,000,000 shares authorized, and 47,595,206 shares of common stock outstanding.

Common Stock Issuance

In November 2020, the Company conducted a public offering of 21,562,500 shares of its common shares at a public offering price of $0.56 per share. The net proceeds to the Company from this offering are $11,254, after deducting underwriting discounts and commissions and other offering expenses.

In April 2020, the Company conducted a public offering of 15,333,334 shares of its common shares at a public offering price of $0.375 per share. The net proceeds to the Company from this offering are $5,310, after deducting underwriting discounts and commissions and other offering expenses.

In October 2019, the Company conducted a public offering of 13,416,667 shares of its common shares 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.

In February 2019, the Company conducted a public offering of 7,733,750 shares of its common shares 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.

Share-Based Payments

12 Months Ended

Dec. 31, 2020

Share-based Payment Arrangement [Abstract]

Share-Based Payments

12. 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 “2017 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 2017 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, 2020 and 2019, shares issuable under the 2017 Plan were 1,168,258 and 3,436,864, respectively. With the shareholder approval of the 2020 Equity Incentive Plan on December 21, 2020, no further shares will be issued from the 2017 Compensation Plan.

On December 21, 2020, the 2020 Equity Incentive Plan (the “2020 Plan”) was approved by our shareholders. The 2020 Plan provides for the issuance of up to 8,500,000 shares. Options issued and forfeited under the 2020 plan contain an Evergreen provision and cannot be re-priced without shareholder approval. As of December 31, 2020, shares issuable under the 2020 Plan were 3,874,048.

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

Restricted common stock

The following table summarizes restricted stock activity during the years ended December 31, 2020 and 2019:

	Unvested Shares			Issuable Shares			Fair Value at Date of Issuance			Weighted Average Grant Date Fair Value
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		-			-			-			-
Balance, December 31, 2019		-			-			-			-
Granted		594,740			-			508			0.85
Vested		(444,740	)		444,740			-			-
Issued		-			(444,740	)		(416	)		-
Balance, December 31, 2020		150,000			-		$	92		$	0.89

During the year ended December 31, 2020, the Company issued 594,740 shares of restricted stock to a director and two executive employees. 350,000 of these shares vested immediately, 94,740 shares vested in increments of 47,370 each over a two-month period of October and November 2020, 75,000 shares will vest in increments of 18,750 each over four years from the date of grant, and 75,000 shares will vest over four years based on performance criteria determined by the Board of Directors or Compensation Committee. Unvested shares remain subject to forfeiture if vesting conditions are not met. The aggregate fair value of the stock awards was $508 based on the market price of our common stock price which ranged from $0.81 to $0.95 per share on the dates of grants and is amortized as shares vest. The total fair value of restricted common stock vesting during the year ended December 31, 2020 and 2019 was $416 and $506, respectively, and is included in general and administrative expenses in the accompanying statements of operations. As of December 31, 2020, the amount of unvested compensation related to issuances of restricted common stock was $92, which will be recognized as an expense in future periods as the shares vest. When calculating basic loss per share, these shares are included in weighted average common shares outstanding from the time they vest. When calculating diluted net income per share, these shares are included in weighted average common shares outstanding as of their grant date.

In 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 year ended December 31, 2019, the Company recognized $374 as compensation expense related to the fair value of vested restricted 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 year ended December 31, 2019, the Company recognized a total $506 as compensation expense related to vesting of shares of restricted common stock.

Stock Options

As of December 31, 2020, the Company has issued stock options to purchase an aggregate of 9,417,898 shares of common stock. The Company’s stock option activity during the years ended December 31, 2020 and 2019 is as follows:

Schedule of Stock Option Activity

	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Terms (Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2018		3,674,286		$	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		3,265,630		$	2.19		7.09	$	6
Outstanding at December 31, 2019		3,265,630		$	2.19		7.09		6
Granted		6,893,752			0.87
Exercised		(37,500	)		0.50
Unvested forfeited or expired		(515,941	)		2.10
Vested forfeited or expired		(188,043	)		4.20
Outstanding at December 31, 2020		9,417,898		$	1.19		8.55	$	78
Exercisable at December 31, 2020		2,266,440		$	1.45		6.09	$	78

During the year ended December 31, 2020, the Company approved options exercisable into 4,625,952 shares to be issued pursuant to Reed’s 2020 Equity Incentive Plan, and 2,267,800 shares to be issued pursuant to Reed’s 2017 Incentive Compensation Plan. 6,558,752 options were issued to employees including 3,279,376 options that vest annually over a four-year vesting period, and 3,279,376 options that will vest based on performance criteria to be established by the board. In addition, 335,000 options granted to consultants, board members, and former employees vest over various periods.

The stock options are exercisable at a weighted average price $0.87 per share and expire in ten years. The total fair value of these options at grant date was approximately $3,561, which was determined using a Black-Scholes-Merton option pricing model with the following average assumption: average stock price of $0.87 per share, weight average expected term of 5.91 years, weighted average volatility ranging from 76%, dividend rate of 0%, and weighted average risk-free interest rate of 0.48%. The fair value of the options of $3,561 will be amortized as the options vest over a weighted average period of 2.67 years.

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%.

In the measurement of stock options granted in 2020 and 2019, the expected term represents the weighted-average period of time that share option awards granted are expected to be outstanding giving consideration to vesting schedules and historical participant exercise behavior; the expected volatility is based upon historical volatility of the Company’s common stock; the expected dividend yield is based on the fact that the Company has not paid dividends in the past and does not expect to pay dividends in the future; and the risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of measurement corresponding with the expected term of the share option award.

During the year ended December 31, 2020 and 2019, the Company recognized $1,176 and $790 of compensation expense relating to vested stock options. As of December 31, 2020, the aggregate amount of unvested compensation related to stock options was approximately $3,561 which will be recorded as an expense in future periods as the options vest.

As of December 31, 2020, the outstanding options have an intrinsic value of $78. The aggregate intrinsic value was calculated as the difference between the closing market price as of December 31, 2020, which was $0.59, and the exercise price of the outstanding stock options.

Additional information regarding options outstanding and exercisable as of December 31, 2020, 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
$0.50 - $0.88		1,860,300	$	0.66		9.05		860,300	$	0.50
$0.89 - $1.34		4,975,952		0.95		9.70		-		-
$2.49 - $3.74		1,899,605		1.74		5.96		1,060,240		1.72
$2.49 - $3.74		582,091		2.78		6.92		245,950		2.69
$5.01 - $5.01		99,950		3.74		1.05		99,950		3.74
		9,417,898	$	1.19		8.55		2,266,440	$	1.45

Stock Warrants

12 Months Ended

Dec. 31, 2020

Stock Warrants

Stock Warrants

13. Stock Warrants

As of December 31, 2020, the Company has issued warrants to purchase an aggregate of 3,362,241 shares of common stock. The Company’s warrant activity during the years ended December 31, 2020 and 2019 is as follows:

Schedule of Warrant Activity

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

Outstanding at December 31, 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	$	-
Outstanding at December 31, 2019		6,413,782			2.06		1.52	$	-
Granted		1,000,000			0.64
Exercised		-			-
Forfeited or expired		(4,051,541	)		2.03
Outstanding at December 31, 2020		3,362,241		$	1.56		2.49	$	-
Exercisable at December 31, 2020		3,362,241		$	1.56		2.49	$	-

On December 11, 2020, the Company issued to Raptor a 5-year warrant to purchase 1,000,000 shares of the Company common stock with an exercise price of $0.64 (see Note 7). The fair value of the warrants granted was determined to be $402. The fair value of the warrant was calculated using the Black-Scholes option pricing model using the following assumptions – stock price of $0.64; exercise price of $0.64; expected life of 5 years; volatility of 79%; dividend rate of 0% and discount rate of 0.51%. During the year ended December 31, 2020, warrants to acquire 4,051,541 shares of common stock expired. As of December 31, 2020, the outstanding warrants have no intrinsic value.

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.

Additional information regarding warrants outstanding and exercisable as of December 31, 2020, is as follows:

	Warrants Outstanding						Warrants Exercisable
Range of Exercise Price	Number of Shares Outstanding		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)		Number of Shares Exercisable		Weighted Average Exercise Price
$0.64 - $1.55		2,560,194	$	1.17		2.92		2,560,194	$	1.17
$2.00 - $4.25		802,047		2.82		1.11		802,047		2.82
		3,362,241	$	1.56		2.49		3,362,241	$	1.56

Income Taxes

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Income Taxes

14. Income Taxes

At December 31, 2020 and 2019, 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 $66,000 and $58,000, respectively. For state purposes approximately $42,000 and $34,000 was available at December 31, 2020 and 2019, respectively. The Federal carryforward for NOLs arising in years prior to 2018 is approximately $33,000, which expires on various dates through 2037. NOLs for 2018, 2019 and 2020 of approximately 33,000, can be carried forward indefinitely, but are only able to offset 80% of taxable income in future years. The state carryforward expires on various dates through 2040. 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, 2020 and 2019, 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, 2020 and 2019, the Company has not accrued interest or penalties related to uncertain tax positions. Tax years 2016 through 2020 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:

Schedule of Deferred Income Tax Assets

	December 31, 2020			December 31, 2019
Deferred income tax asset:
Net operating loss carryforwards	$	15,641		$	12,776
Disqualified corporate interest expense		857			581
Stock-based compensation		1,260			942
Accounts receivable allowances		61			98
Inventory reserves		51			168
Operating lease liability		179			181
Reserve for asset impairment		58			58
Gross deferred tax assets		18,107			14,804
Valuation allowance		(17,903	)		(14,488	)
Total deferred tax assets		203			316
Deferred tax liabilities:
Operating lease right-of-use asset		(203	)		(190	)
Deferred finance costs		-			(126	)
Total deferred tax liabilities		(203	)		(316	)
Net deferred tax asset (liability)	$	-		$	-

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

	December 31, 2020			December 31, 2019
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	$	-		$	-

- Definition

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

+ References + Details

Related Party Transactions

12 Months Ended

Dec. 31, 2020

Related Party Transactions

15. Related Party Transactions

On December 31, 2018, the Company completed the sale of its Los Angeles manufacturing plant to California Custom Beverage, LLC (“CCB”), an entity owned by Christopher J. Reed, a related party, and CCB assumed the monthly payments on our lease obligation for the Los Angeles manufacturing plant. Our release from the obligation by the lessor, however, is dependent upon CCB’s deposit of $1,200 of security with the lessor. The deposit is secured by Mr. Reed’s pledge of common stock to the lessor and guaranteed personally by Mr. Reed and his wife. As of December 31, 2020, $800 has been deposited with the lessor and Mr. Reed has placed approximately 363,000 pledged shares valued at $338 that remain in escrow with the lessor.

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. During the year ended December 31, 2020 and 2019, the Company recorded royalty revenue from CCB of $98 and $128, respectively.

At December 31, 2019, the Company had royalty revenue receivable from CCB of $128. In addition, at December 31, 2019, the Company has outstanding receivable from CCB of $228 consisting of inventory advances to CCB. The aggregate receivable from CCB at December 31, 2019 was $356. During the year ended December 31, 2020, the Company recorded royalty revenue receivable of $98, advanced inventory and equipment of $381, and reduced CCB receivable by $153 by offsetting CCB payable of $153, leaving an aggregate receivable balance of $682 at December 31, 2020.

At December 31, 2020 and December 31, 2019, the Company had accounts payable due to CCB of $557 and $182, respectively.

Lindsay Martin, daughter of a director of the Company, was employed as Vice President of Marketing during the years ended December 31, 2020 and 2019. Ms. Martin was paid approximately $215 and $161, respectively, for her services during the years ended December 31, 2020 and 2019, respectively.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

16. Commitments and Contingencies

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, 2020

Subsequent Events [Abstract]

Subsequent Events

17. Subsequent Events

On March 11, 2021, the Company entered into an amendment to that certain Financing Agreement (see Note 6) dated October 4, 2018, as amended or supplemented with its senior secured lender, Rosenthal & Rosenthal, Inc. (“Rosenthal”) releasing that irrevocable standby letter of credit by Daniel J. Doherty, III and Daniel J. Doherty, III 2002 Family Trust in the amount of $1.5 million, which served as financial collateral for certain obligations of Reed’s under the Rosenthal credit facility, with a $2 million dollar pledge of securities to Rosenthal by John J. Bello and Nancy E. Bello, as Co-Trustees of The John and Nancy Bello Revocable Living Trust, under trust agreement dated December 3, 2012, evidenced by that certain Pledge Agreement to Rosenthal (the “Bello Pledge”).

John Bello, current Chairman and former Interim Chief Executive Officer of Reed’s, is a related party. He is also a greater than 5% beneficial owner of Reed’s common stock. As consideration for the Bello Pledge, Mr. Bello received 400,000 shares of Reed’s restricted stock.

The Nasdaq Listing Qualifications Department notified the Company on December 2, 2020 that the bid price of our common stock has closed at less than $1 per share over the previous 30 consecutive business days, and, as a result, did not comply with Listing Rule 5550(a)(2) (“Bid Price Rule”). On February 22, 2021, Nasdaq Listing Qualifications notified the Company, that for 10 consecutive business days, from February 5, 2021 to February 19, 2021, the closing bid price of Reed’s common stock was $1.00 per share or greater. Accordingly, Reed’s regained compliance with Listing Rule 550(a)(2) and the matter is now closed.

On January 26, 2021, the board of directors of Reed’s, pursuant to a joint recommendation from its governance and compensation committees, set the cash compensation of its non-employee directors at $50,000 for fiscal 2021, payable quarterly in accordance with the company’s policies for non-employee director compensation and granted Restricted Stock Awards consisting of 49,180 shares of common stock to each of its non-employee directors. The Restricted Stock Awards will vest in four equal increments on a quarterly basis on each of February 1, 2021, May 1, 2021, August 1, 2021 and November 1, 2021, in accordance with the company’s policies for non-employee director compensation.

Subsequent to December 31, 2020, the Company issued 86,225 shares of common comprised of 6,000 shares issued on the exercise of stock options, 61,475 shares of restricted stock issued to directors, and 18,750 shares of restricted stock issued to an executive on vesting.

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Use of Estimates

Use of Estimates

Accounts Receivable

Accounts Receivable

The allowance for accounts receivable is established through a provision reducing the carrying value of receivables. At December 31, 2020 and 2019, the allowance was $234 and $375, respectively.

Inventory

Inventory

Property and Equipment

Property and Equipment

Property and Equipment Type		Years of Depreciation
Computer hardware and software		3-7 years
Machinery and equipment		5 years

Intangible Assets

Intangible Assets

Warrant Liabilities

Warrant Liabilities

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.

Cost of Goods Sold

Cost of Goods Sold

Delivery and Handling Expense

Delivery and Handling Expense

Advertising Costs

Advertising Costs

Stock Compensation Expense

Stock Compensation Expense

Income Taxes

Income Taxes

Loss per Common Share

Loss per Common Share

	December 31, 2020		December 31, 2019
Convertible note to a related party		-		2,266,667
Warrants		3,362,241		6,413,782
Common stock equivalent of Series A Convertible Preferred Stock		37,644		37,644
Unvested restricted common stock		150,000		-
Options		9,417,898		3,265,580
Total		12,967,783		11,983,673

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

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, 2020, and 2019, the Company’s balance sheets included Level 2 liabilities comprised of the fair value of warrant liabilities aggregating $0 and $8, respectively (see Note 10).

Segments

Segments

Concentrations

Concentrations

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

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

Property and Equipment Type		Years of Depreciation
Computer hardware and software		3-7 years
Machinery and equipment		5 years

Schedule of Potentially Dilutive Securities

	December 31, 2020		December 31, 2019
Convertible note to a related party		-		2,266,667
Warrants		3,362,241		6,413,782
Common stock equivalent of Series A Convertible Preferred Stock		37,644		37,644
Unvested restricted common stock		150,000		-
Options		9,417,898		3,265,580
Total		12,967,783		11,983,673

Inventory (Tables)

12 Months Ended

Dec. 31, 2020

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):

Schedule of Inventory

	December 31, 2020		December 31, 2019
Raw materials and packaging	$	6,793	$	4,261
Finished products		4,326		6,247
Total	$	11,119	$	10,508

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2020

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

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

Schedule of Property and Equipment

	December 31, 2020			December 31, 2019
Right-of-use assets under operating leases	$	724		$	730
Right-of-use assets under finance leases		54			179
Computer hardware and software		400			543
Machinery and equipment		103			83
Total cost		1,281			1,535
Accumulated depreciation and amortization		(361	)		(482	)
Net book value	$	920		$	1,053

Schedule of Equipment Held for Sale

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

Schedule of Equipment Held for Sale

	December 31, 2020			December 31, 2019
Equipment held for sale	$	163		$	163
Reserve		(96	)		(96	)
Net book value	$	67		$	67

Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Intangible Assets

Intangible assets consist of the following (in thousands):

Summary of Intangible Assets

	December 31, 2020		December 31, 2019
Brand names	$	576	$	576
Trademarks		39		-
Total	$	615	$	576

Line of Credit (Tables)

12 Months Ended

Dec. 31, 2020

Line Of Credit

Schedule of Amount Outstanding Under Credit Facilities

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

	December 31, 2020		December 31, 2019
Line of Credit	$	-	$	3,661
Capitalized finance costs		-		(484	)
Net balance	$	-	$	3,177

Convertible Note to a Related Party (Tables)

12 Months Ended

Dec. 31, 2020

Convertible Note To Related Party

Schedule of Convertible Notes

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

Schedule of Convertible Notes

	December 31, 2020		December 31, 2019
12% Convertible Note Payable	$	-	$	3,400
Accrued Interest		-		1,289
Total obligation	$	-	$	4,689

Leases Liabilities (Tables)

12 Months Ended

Dec. 31, 2020

Leases [Abstract]

Schedule of Future Minimum Lease Payments Under Leases

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

		Dec 31, 2020
Years Ending December 31,
2021	$	209
2022		222
2023		226
2024		221
2025		-
Total payments		878
Less: Amount representing interest		(193	)
Present value of net minimum lease payments		685
Less: Current portion		(130	)
Non-current portion	$	555

Warrant Liability (Tables)

12 Months Ended

Dec. 31, 2020

Warrant Liability

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, 2020 and December 31, 2019, using the following assumptions:

	December 31, 2020			December 31, 2019

Stock Price	$	0.59		$	0.91
Risk free interest rate		0.48	%		1.95	%
Expected volatility		76.35	%		83.36	%
Expected life in years		0.42			1.42
Expected dividend yield		0	%		0	%
Number of Warrants containing fundamental transaction provisions		138,762			138,762
Fair Value of Warrants	$	-		$	8

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 year ended December 31, 2020 and 2019:

Schedule of Warrant Liability

	December 31, 2020			December 31, 2019
Beginning Balance	$	8		$	38
Change in fair value		(8	)		(30	)
Ending balance	$	-		$	8

Share-Based Payments (Tables)

12 Months Ended

Dec. 31, 2020

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, 2020 and 2019:

	Unvested Shares			Issuable Shares			Fair Value at Date of Issuance			Weighted Average Grant Date Fair Value
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		-			-			-			-
Balance, December 31, 2019		-			-			-			-
Granted		594,740			-			508			0.85
Vested		(444,740	)		444,740			-			-
Issued		-			(444,740	)		(416	)		-
Balance, December 31, 2020		150,000			-		$	92		$	0.89

Schedule of Stock Option Activity

	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Terms (Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2018		3,674,286		$	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		3,265,630		$	2.19		7.09	$	6
Outstanding at December 31, 2019		3,265,630		$	2.19		7.09		6
Granted		6,893,752			0.87
Exercised		(37,500	)		0.50
Unvested forfeited or expired		(515,941	)		2.10
Vested forfeited or expired		(188,043	)		4.20
Outstanding at December 31, 2020		9,417,898		$	1.19		8.55	$	78
Exercisable at December 31, 2020		2,266,440		$	1.45		6.09	$	78

Schedule of Information Regarding Stock Options

Additional information regarding options outstanding and exercisable as of December 31, 2020, 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
$0.50 - $0.88		1,860,300	$	0.66		9.05		860,300	$	0.50
$0.89 - $1.34		4,975,952		0.95		9.70		-		-
$2.49 - $3.74		1,899,605		1.74		5.96		1,060,240		1.72
$2.49 - $3.74		582,091		2.78		6.92		245,950		2.69
$5.01 - $5.01		99,950		3.74		1.05		99,950		3.74
		9,417,898	$	1.19		8.55		2,266,440	$	1.45

Stock Warrants (Tables)

12 Months Ended

Dec. 31, 2020

Stock Warrants

Schedule of Warrant Activity

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

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	$	-
Outstanding at December 31, 2019		6,413,782			2.06		1.52	$	-
Granted		1,000,000			0.64
Exercised		-			-
Forfeited or expired		(4,051,541	)		2.03
Outstanding at December 31, 2020		3,362,241		$	1.56		2.49	$	-
Exercisable at December 31, 2020		3,362,241		$	1.56		2.49	$	-

Schedule of Warrants Outstanding and Exercisable

Additional information regarding warrants outstanding and exercisable as of December 31, 2020, is as follows:

	Warrants Outstanding						Warrants Exercisable
Range of Exercise Price	Number of Shares Outstanding		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)		Number of Shares Exercisable		Weighted Average Exercise Price
$0.64 - $1.55		2,560,194	$	1.17		2.92		2,560,194	$	1.17
$2.00 - $4.25		802,047		2.82		1.11		802,047		2.82
		3,362,241	$	1.56		2.49		3,362,241	$	1.56

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Schedule of Deferred Income Tax Assets

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

Schedule of Deferred Income Tax Assets

	December 31, 2020			December 31, 2019
Deferred income tax asset:
Net operating loss carryforwards	$	15,641		$	12,776
Disqualified corporate interest expense		857			581
Stock-based compensation		1,260			942
Accounts receivable allowances		61			98
Inventory reserves		51			168
Operating lease liability		179			181
Reserve for asset impairment		58			58
Gross deferred tax assets		18,107			14,804
Valuation allowance		(17,903	)		(14,488	)
Total deferred tax assets		203			316
Deferred tax liabilities:
Operating lease right-of-use asset		(203	)		(190	)
Deferred finance costs		-			(126	)
Total deferred tax liabilities		(203	)		(316	)
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, 2020			December 31, 2019
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 ($) $ in Thousands	1 Months Ended				12 Months Ended
	Nov. 30, 2020	Apr. 30, 2020	Oct. 31, 2019	Feb. 28, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Subsidiary, Sale of Stock [Line Items]
Net Income (Loss) Attributable to Parent					$ 10,177	$ 16,112
Net Cash Provided by (Used in) Operating Activities					9,496	18,161
Cash					(595)	(913)
Line of Credit Facility, Current Borrowing Capacity					(5,166)
Stockholders' Equity Attributable to Parent					10,404	$ 1,147	$ (6,743)
Working capital					$ 9,528
Public Offering [Member]
Subsidiary, Sale of Stock [Line Items]
Shares sold during the period					36,900,000
Proceeds from offering	$ 11,254	$ 5,310	$ 7,474	$ 14,867	$ 16,564

Schedule of Estimated Useful Lives of Property and Equipment and Related Depreciation (Details)	12 Months Ended
	Dec. 31, 2020
Computer Hardware And Software [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Expected useful life of assets	3
Computer Hardware And Software [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Expected useful life of assets	7
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Expected useful life of assets	5

Schedule of Potentially Dilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	12,967,783	11,983,673
Convertible Note to a Related Party [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		2,266,667
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	3,362,241	6,413,782
Common Stock Equivalent of Series A Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	37,644	37,644
Unvested Restricted Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	150,000
Equity Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	9,417,898	3,265,580

Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Product Information [Line Items]
Accounts Receivable, net of allowance	$ 234	$ 375
Reserve for inventory obsolescence	194	646
Impairment of Intangible Assets, Finite-lived	0	0
Advertising costs	$ 1,518	2,570
Convertible ratio, description	The Series A Convertible Preferred Stock is convertible into Common shares at the rate of 1:4.
Warrant liabilities	$ (0)	$ 8
Maximum cash deposit guaranteed by FDIC	$ 250
Percentage of co-packers products	100.00%
California Custom Beverage, LLC [Member] \| Christopher J. Reed [Member]
Product Information [Line Items]
Percentage of sale accounted to customer	100.00%
Customer One [Member] \| Revenue Benchmark [Member]
Product Information [Line Items]
Percentage of sale accounted to customer	25.00%	12.00%
Customer One [Member] \| Accounts Receivable [Member]
Product Information [Line Items]
Percentage of sale accounted to customer	23.00%	14.00%
Customer Two [Member] \| Revenue Benchmark [Member]
Product Information [Line Items]
Percentage of sale accounted to customer	12.00%	11.00%
Vendor One [Member]
Product Information [Line Items]
Percentage of sale accounted to customer	12.00%	12.00%
Vendor One [Member] \| Accounts Payable [Member]
Product Information [Line Items]
Percentage of sale accounted to customer	12.00%	19.00%
Vendor Two [Member]
Product Information [Line Items]
Percentage of sale accounted to customer	11.00%	11.00%
Vendor Two [Member] \| Accounts Payable [Member]
Product Information [Line Items]
Percentage of sale accounted to customer	10.00%	15.00%
Vendor Three [Member]
Product Information [Line Items]
Percentage of sale accounted to customer		10.00%
Vendor Three [Member] \| Accounts Payable [Member]
Product Information [Line Items]
Percentage of sale accounted to customer		14.00%

Schedule of Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Inventory Disclosure [Abstract]
Raw materials and packaging	$ 6,793	$ 4,261
Finished products	4,326	6,247
Total	$ 11,119	$ 10,508

Inventory (Details Narrative) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Inventory Disclosure [Abstract]
Inventory Valuation Reserves	$ 194	$ 646

Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Total cost	$ 1,281	$ 1,535
Accumulated depreciation and amortization	(361)	(482)
Net book value	920	1,053
Right-of-use Assets Under Operating Leases [Member]
Property, Plant and Equipment [Line Items]
Total cost	724	730
Right-of-use Assets Under Finance Leases [Member]
Property, Plant and Equipment [Line Items]
Total cost	54	179
Computer Hardware And Software [Member]
Property, Plant and Equipment [Line Items]
Total cost	400	543
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Total cost	$ 103	$ 83

Schedule of Equipment Held for Sale (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Abstract]
Equipment held for sale	$ 163	$ 163
Reserve	(96)	(96)
Net book value	$ 67	$ 67

Property and Equipment (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Depreciation	$ 88	$ 24
Operating Lease, Right-of-Use Asset, Amortization Expense	116	$ 91
Right-of-use Assets Under Finance Leases [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Disposals	51
Property, Plant and Equipment, Transfers and Changes	51
Gain (Loss) on Disposition of Assets for Financial Service Operations	6
Computer Hardware And Software [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Disposals	244
Property, Plant and Equipment, Transfers and Changes	$ 0

Summary of Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Brand names	$ 576	$ 576
Trademarks	39
Total	$ 615	$ 576

Intangible Assets (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Impairment of intangible assets	$ 0	$ 0
intangible asset capitalized cost	$ 39

Schedule of Amount Outstanding Under Credit Facilities (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Line Of Credit
Line of Credit		$ 3,661
Capitalized finance costs		(484)
Net balance		$ 3,177

- Definition

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

+ References + Details

Line of Credit (Details Narrative) - USD ($) $ in Thousands		12 Months Ended
Line of Credit (Details Narrative) - USD ($) $ in Thousands	Oct. 04, 2018	Dec. 31, 2020	Dec. 31, 2019
Entity Listings [Line Items]
Annual fees		$ 130
Percentage of fees on borrowing capacity		1.00%
Amortization of debt discount		$ 452	$ 323
Prepaid Expenses and Other Current Assets [Member]
Entity Listings [Line Items]
Unamortized debt discount		$ 162
Daniel J. Doherty [Member]
Entity Listings [Line Items]
Letter of credit	$ 1,500
Daniel J. Doherty [Member] \| Reeds Inc. [Member]
Entity Listings [Line Items]
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners		7.40%
Financing Agreement [Member] \| Rosenthal and Rosenthal, Inc. [Member]
Entity Listings [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	13,000
Excess of permitted borrowing amount	$ 4,000
Line of Credit Facility, Remaining Borrowing Capacity		$ 5,166
Line of Credit Facility, Expiration Date	Mar. 30, 2021
Line of credit, interest rate	4.75%
Minimum monthly fees		$ 4
Financing Agreement [Member] \| Rosenthal and Rosenthal, Inc. [Member] \| Minimum [Member]
Entity Listings [Line Items]
Line of credit, interest rate	2.00%
Financing Agreement [Member] \| Rosenthal and Rosenthal, Inc. [Member] \| Maximum [Member]
Entity Listings [Line Items]
Line of credit, interest rate	3.50%

Schedule of Convertible Notes (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Convertible Note To Related Party
12% Convertible Note Payable		$ 3,400
Accrued Interest		1,289
Total obligation		$ 4,689

Convertible Note to a Related Party (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	Dec. 11, 2020	Apr. 21, 2017	Dec. 31, 2020	Dec. 31, 2019
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible debt				$ 4,689
Number of warrants to purchase of common stock			138,762	138,762
Repayments of Convertible Debt			$ 4,250
Fair Value Adjustment of Warrants			(8)	(30)
Gain (Loss) on Extinguishment of Debt			(262)
Securities Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
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 Note [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible debt		$ 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
Satisfaction Settlement And Release Agreement [Member] \| Raptor Note [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible debt	$ 5,509
Number of warrants to purchase of common stock	1,000,000
Note conversion price per share	$ 0.56
Warrant exercise price	$ 0.64
Repayments of Convertible Debt	$ 4,250
Warrants and Rights Outstanding, Term	5 years
Fair Value Adjustment of Warrants	$ 402
Stock Issued During Period, Shares, New Issues	1,339,286
Stock Issued During Period, Value, New Issues	$ 857
Conversion of Stock, Amount Converted	750
Long-term Debt, Gross	$ 5,247
Gain (Loss) on Extinguishment of Debt			$ 262

Note Payable (Details Narrative) - USD ($) $ in Thousands	Apr. 20, 2020	Dec. 31, 2020
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]
Note payable		$ 770
Note payable, current		$ 599
PPP Loan Agreement [Member]
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]
Debt Instrument, Maturity Date	Apr. 20, 2022
Debt Instrument, Interest Rate, Stated Percentage	1.00%
Paycheck Protection Program [Member] \| City National Bank [Member]
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]
Aggregate amount	$ 770

Schedule of Future Minimum Lease Payments Under Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Leases [Abstract]
2021	$ 209
2022	222
2023	226
2024	221
2025
Total payments	878
Less: Amount representing interest	193
Present value of net minimum lease payments	685
Less: Current portion	130
Non-current portion	$ 555	$ 737

Leases Liabilities (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Customer Securities for which Entity has Right to Sell or Repledge (Including Securities Sold or Repledged) [Line Items]
Lease costs	$ 181	$ 181
Lease liabilities	685	786	$ 852
Finance leases liability	16	89	133
Payments of finance lease liability	22	44
Payments of operating lease		22
Finance lease terminated	51
Payments of operating lease liability	$ 28
Weighted average remaining lease term for operating lease	4 years
Weighted average remaining lease term for finance lease	3 months 10 days
Weighted average discount rate for operating lease	12.60%
Weighted average discount rate for finance lease	6.03%
Operating Lease Liability [Member]
Customer Securities for which Entity has Right to Sell or Repledge (Including Securities Sold or Repledged) [Line Items]
Operating leases liability	$ 669	$ 697	$ 719

Schedule of Warrant Liability Using Assumptions (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Warrant Liability
Stock Price	$ 0.59	$ 0.91
Risk free interest rate	0.48%	1.95%
Expected volatility	76.35%	83.36%
Expected life in years	5 months 1 day	1 year 5 months 1 day
Expected dividend yield	0.00%	0.00%
Number of Warrants containing fundamental transaction provisions	138,762	138,762
Fair Value of Warrants		$ 8

Schedule of Warrant Liability (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Warrant Liability
Beginning Balance	$ 8	$ 38
Change in fair value	(8)	(30)
Ending balance		$ 8

Stockholders’ Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended				12 Months Ended
	Nov. 30, 2020	Apr. 30, 2020	Oct. 31, 2019	Feb. 28, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 21, 2020	Dec. 20, 2020
Subsidiary, Sale of Stock [Line Items]
Preferred stock par value					$ 10	$ 10
Percentage of noncumulative preferred stock					5.00%
Preferred stock, liquidation preference per share					$ 10.00
Preferred stock, shares authorized					500,000	500,000
Preferred stock, shares outstanding					9,411	9,411
Dividends payable rate					5.00%
Number of Common shares issued for preferred stock dividend					4,530	4,254
Preferred share,dividend per share					$ 5
Common Stock, Par or Stated Value Per Share					$ 0.0001	$ 0.0001
Common Stock, Shares Authorized					120,000,000	100,000,000	120,000,000	100,000,000
Common Stock, Shares, Outstanding					86,317,096	47,595,206
Public Offering [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	21,562,500	15,333,334	13,416,667	7,733,750
Common stock price per share	$ 0.56	$ 0.375	$ 0.60	$ 2.10
Proceeds from offering	$ 11,254	$ 5,310	$ 7,474	$ 14,867	$ 16,564

Summary of Non-vested Restricted Stock Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested Shares, Issued	9,417,898
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested Shares, beginning balance		598,370
Issuable Shares, beginning balance
Fair Value Unvested, beginning balance		$ 592
Weighted Average Grant Date Fair Value, Unvested, beginning balance		$ 1.63
Unvested Shares, Granted	594,740	46,035
Issuable Shares, Granted
Fair Value, Granted	$ 508	$ 132
Weighted Average Grant Date Fair Value, Granted	$ 0.85	$ 2.88
Unvested Shares, Vested	(444,740)	(488,037)
Issuable Shares, Vested	444,740	488,037
Fair Value, Vested
Weighted Average Grant Date Fair Value, Vested
Unvested Shares, Forfeited		(156,368)
Issuable Shares, Forfeited
Fair Value, Forfeited		$ (218)
Weighted Average Grant Date Fair Value, Forfeited		$ 1.60
Unvested Shares, Issued
Issuable Shares, Issued	(444,740)	(488,037)
Fair Value, Issued	$ (416)	$ (506)
Weighted Average Grant Date Fair Value, Issued
Unvested Shares, ending balance	150,000
Issuable Shares, ending balance
Fair Value, Unvested, ending balance	$ 92
Weighted Average Grant Date Fair Value, Unvested, ending balance	$ 0.89

Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Summary of Investment Holdings [Line Items]
Shares, Granted	9,417,898
Equity Option [Member]
Summary of Investment Holdings [Line Items]
Shares Outstanding, Beginning balance	3,265,630	3,674,286
Weighted-Average Exercise Price, Outstanding, Beginning	$ 2.19	$ 2.16
Weighted-Average Remaining Contractual Terms (Years), Outstanding Beginning	7 years 1 month 2 days	8 years 6 months 10 days
Aggregate Intrinsic Value, Shares Outstanding, Begining	$ 6	$ 1,026
Shares, Granted	6,893,752	1,431,840
Weighted-Average Exercise Price, Granted	$ 0.87	$ 2.48
Shares, Exercised	37,500
Weighted-Average Exercise Price, Exercised	$ 0.50
Shares, Unvested forfeited or expired	(515,941)	(1,571,794)
Weighted-Average Exercise Price, Unvested forfeited or expired	$ 2.10	$ 2.25
Shares, Vested forfeited or expired	(188,043)	(268,702)
Weighted-Average Exercise Price, Vested forfeited or expired	$ 4.20	$ 3.07
Shares Outstanding, Ending Balance	9,417,898	3,265,630
Weighted-Average Exercise Price, Outstanding, Ending	$ 1.19	$ 2.19
Weighted-Average Remaining Contractual Terms (Years), Outstanding Ending	8 years 6 months 18 days	7 years 1 month 2 days
Aggregate Intrinsic Value, Shares Outstanding, Ending	$ 78	$ 6
Shares, Exercised	(37,500)
Shares Exercisable	2,266,440
Weighted-Average Exercise Price, Exercisable Ending Balance	$ 1.45
Weighted-Average Remaining Contractual Terms (Years), Exercisable Ending Balance	6 years 1 month 2 days
Aggregate Intrinsic Value, Shares Exercisable Ending Balance	$ 78

Schedule of Information Regarding Stock Options (Details)	12 Months Ended
	Dec. 31, 2020 $ / shares shares
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of Shares Outstanding \| shares	9,417,898
Weighted Average Exercise Price	$ 1.19
Weighted Average Remaining Contractual Life (years)	8 years 6 months 18 days
Number of Shares Exercisable \| shares	2,266,440
Weighted Average Exercise Price	$ 1.45
Exercise Price One [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Price, Lower Limit	0.50
Range of Exercise Price, Upper limit	$ 0.88
Number of Shares Outstanding \| shares	1,860,300
Weighted Average Exercise Price	$ 0.66
Weighted Average Remaining Contractual Life (years)	9 years 18 days
Number of Shares Exercisable \| shares	860,300
Weighted Average Exercise Price	$ 0.50
Exercise Price Two [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Price, Lower Limit	0.89
Range of Exercise Price, Upper limit	$ 1.34
Number of Shares Outstanding \| shares	4,975,952
Weighted Average Exercise Price	$ 0.95
Weighted Average Remaining Contractual Life (years)	9 years 8 months 12 days
Number of Shares Exercisable \| shares
Weighted Average Exercise Price
Exercise Price Three [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Price, Lower Limit	2.49
Range of Exercise Price, Upper limit	$ 3.74
Number of Shares Outstanding \| shares	1,899,605
Weighted Average Exercise Price	$ 1.74
Weighted Average Remaining Contractual Life (years)	5 years 11 months 15 days
Number of Shares Exercisable \| shares	1,060,240
Weighted Average Exercise Price	$ 1.72
Exercise Price Four [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Price, Lower Limit	2.49
Range of Exercise Price, Upper limit	$ 3.74
Number of Shares Outstanding \| shares	582,091
Weighted Average Exercise Price	$ 2.78
Weighted Average Remaining Contractual Life (years)	6 years 11 months 1 day
Number of Shares Exercisable \| shares	245,950
Weighted Average Exercise Price	$ 2.69
Exercise Price Five [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Price, Lower Limit	5.01
Range of Exercise Price, Upper limit	$ 5.01
Number of Shares Outstanding \| shares	99,950
Weighted Average Exercise Price	$ 3.74
Weighted Average Remaining Contractual Life (years)	1 year 18 days
Number of Shares Exercisable \| shares	99,950
Weighted Average Exercise Price	$ 3.74

Share-Based Payments (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands						12 Months Ended
	Dec. 21, 2020	Oct. 31, 2019	Sep. 11, 2019	Dec. 13, 2018	Sep. 29, 2017	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option description						The exercise price of an option granted under the plan cannot be less than 100% of the fair market value per share of common stock on the date of the grant of the option. Options may not be granted under the plan on or after the tenth anniversary of the adoption of the plan. Incentive stock options granted to a person owning more than 10% of the combined voting power of the common stock cannot be exercisable for more than five years.
Value of restricted shares issued							$ 374
Number of option issued						9,417,898
Stock price						$ 0.59	$ 0.91
Expected term						5 months 1 day	1 year 5 months 1 day
Dividend rate						0.00%	0.00%
Risk-free interest rate						0.48%	1.95%
Volatility						76.35%	83.36%
Restricted Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation							$ 506
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares vested immediately						350,000
Number of shares to be vested during period						94,740
Number of shares to be vested						75,000
Vesting period						4 years
Value of restricted shares issued						$ 508
Market price per share						$ 0.85	$ 2.88
Number of restricted shares, value						$ 416	$ 506
Aggregate value of unvested compensation						$ 92
Number of unvested shares were forfited							156,368
Number of shares vested						444,740	488,037
Number of option issued
Restricted Stock [Member] \| Members Of Board Of Directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of restricted shares issued							46,035
Number of options vested							17,652
Value of restricted shares issued							$ 132
Number of shares vested							46,035
Stock-based compensation							$ 132
Restricted Stock [Member] \| Members Of Board Of Directors [Member] \| Vested Through Two Thousand Ninteen [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares vested							28,383
Restricted Stock [Member] \| Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Market price per share						$ 0.81
Restricted Stock [Member] \| Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Market price per share						$ 0.95
Restricted Stock [Member] \| Two Months From The Date Of Grant [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options vested						47,370
Share-based Payment Arrangement, Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares vested immediately						3,279,376
Number of options vested						3,279,376
Vesting period						4 years
Aggregate value of unvested compensation						$ 3,561
Stock price						$ 0.59
Outstanding options, intrinsic value						$ 78
Director and Two Executive Employees [Member] \| Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of restricted shares issued						594,740
Board Of Directors [Member] \| Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares to be vested						75,000
Vesting period						4 years
Stock issued during period for rescission offer \| Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of restricted shares issued								784,004
Number of options vested								185,634
Value of restricted shares issued								$ 1,291
Stock issued during period for rescission offer \| Restricted Stock [Member] \| Separation Settlement And Release Of Claims Agreement [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of restricted shares issued								442,002
Number of unvested shares were forfited		156,368
Employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of option issued						6,558,752
Consultants Board Members and Former Employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of option issued						335,000
Change in valuation
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options to purchase shares of common stock							113,330
10. Stock Options and Warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation			$ 0
Options to purchase shares of common stock			60,510
Stock issued during period for rescission offer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued for compensation				3,500,000	3,000,000
Shares issuable for compensation						1,168,258	3,436,864
Stock options expiration period							10 years
Fair value of options granted							$ 911
Expected term							7 years
Dividend rate							0.00%
Volatility							61.00%
Stock issued during period for rescission offer \| Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock price							$ 2.33
Risk-free interest rate							1.39%
Stock issued during period for rescission offer \| Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock price							$ 3.37
Risk-free interest rate							2.60%
Stock issued during period for rescission offer \| Employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period							4 years
Number of options to be issued							1,258,000
Two Thousand Twenty Compensation Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued for compensation	8,500,000
Shares issuable for compensation	3,874,048
Two Thousand Twenty Incentive Compensation Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options to be issued						4,625,952
Expected term						5 years 10 months 28 days
Dividend rate						0.00%
Risk-free interest rate						0.48%
Two Thousand Twenty Incentive Compensation Plan [Member] \| Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average volatility						76.00%
2017 Incentive Compensation Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period						2 years 8 months 1 day
Number of options to be issued						2,267,800
Stock price						$ 0.87
Stock options expiration period						10 years
Fair value of options granted						$ 3,561
Fair value of vested stock option						$ 1,176	$ 790

Schedule of Warrant Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares Outstanding, Beginning Balance	138,762
Shares Outstanding, Ending Balance	138,762	138,762
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares Outstanding, Beginning Balance	6,413,782	6,897,277
Weighted-Average Exercise Price, Outstanding Beginning Balance	$ 2.06	$ 2.06
Weighted-Average Remaining Contractual Terms (Years), Outstanding Beginning Balance	1 year 6 months 7 days	2 years 5 months 1 day
Aggregate Intrinsic Value Shares Outstanding Beginning		$ 1,447
Shares, Granted	1,000,000
Weighted-Average Exercise Price, Granted	$ 0.64
Shares, Exercised		(283,495)
Weighted-Average Exercise Price, Exercised		$ 2.09
Shares, Forfeited or expired	(4,051,541)	(200,000)
Weighted-Average Exercise Price, Forfeited or expired	$ 2.03	$ 5.60
Shares Outstanding, Ending Balance	3,362,241	6,413,782
Weighted-Average Exercise Price, Outstanding Ending Balance	$ 1.56	$ 2.06
Weighted-Average Remaining Contractual Terms (Years), Outstanding Ending Balance	2 years 5 months 26 days	1 year 6 months 7 days
Aggregate Intrinsic Value Shares Outstanding Ending
Shares, Exercised		283,495
Shares Exercisable, Ending Balance	3,362,241
Weighted-Average Exercise Price, Exercisable Ending Balance	$ 1.56
Weighted-Average Remaining Contractual Terms (Years), Exercisable Ending Balance	2 years 5 months 26 days
Aggregate Intrinsic Value Shares Exercisable

Schedule of Warrants Outstanding and Exercisable (Details)	12 Months Ended
	Dec. 31, 2020 $ / shares shares
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of Shares Outstanding \| shares	9,417,898
Weighted Average Exercise Price	$ 1.19
Weighted Average Remaining Contractual Life (years)	8 years 6 months 18 days
Number of Shares Exercisable \| shares	2,266,440
Weighted Average Exercise Price	$ 1.45
Warrant [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of Shares Outstanding \| shares	3,362,241
Weighted Average Exercise Price	$ 1.56
Weighted Average Remaining Contractual Life (years)	2 years 5 months 26 days
Number of Shares Exercisable \| shares	3,362,241
Weighted Average Exercise Price	$ 1.56
Exercise Price One [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Price, Lower Limit	0.50
Range of Exercise Price, Upper limit	$ 0.88
Number of Shares Outstanding \| shares	1,860,300
Weighted Average Exercise Price	$ 0.66
Weighted Average Remaining Contractual Life (years)	9 years 18 days
Number of Shares Exercisable \| shares	860,300
Weighted Average Exercise Price	$ 0.50
Exercise Price One [Member] \| Warrant [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Price, Lower Limit	0.64
Range of Exercise Price, Upper limit	$ 1.55
Number of Shares Outstanding \| shares	2,560,194
Weighted Average Exercise Price	$ 1.17
Weighted Average Remaining Contractual Life (years)	2 years 11 months 1 day
Number of Shares Exercisable \| shares	2,560,194
Weighted Average Exercise Price	$ 1.17
Exercise Price Two [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Price, Lower Limit	0.89
Range of Exercise Price, Upper limit	$ 1.34
Number of Shares Outstanding \| shares	4,975,952
Weighted Average Exercise Price	$ 0.95
Weighted Average Remaining Contractual Life (years)	9 years 8 months 12 days
Number of Shares Exercisable \| shares
Weighted Average Exercise Price
Exercise Price Two [Member] \| Warrant [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Price, Lower Limit	2.00
Range of Exercise Price, Upper limit	$ 4.25
Number of Shares Outstanding \| shares	802,047
Weighted Average Exercise Price	$ 2.82
Weighted Average Remaining Contractual Life (years)	1 year 1 month 9 days
Number of Shares Exercisable \| shares	802,047
Weighted Average Exercise Price	$ 2.82

Stock Warrants (Details Narrative) $ in Thousands		12 Months Ended
Stock Warrants (Details Narrative) $ in Thousands	Dec. 11, 2020 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) shares	Dec. 31, 2019 USD ($) shares
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Decrease in fair value of warrant liability \| $		$ (8)	$ (30)
Modification of warrants		4,051,541	200,000
Number of warrants exercised			283,495
Number of warrants exercised on a cashless basis			87,485
Proceeds from warrant exercise \| $			$ 365
Satisfaction Settlement And Release Agreement [Member] \| Raptor Note [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Warrant term	5 years
Warrant issued	1,000,000
Exercise price \| $ / shares	$ 0.64
Decrease in fair value of warrant liability \| $	$ 402
Satisfaction Settlement And Release Agreement [Member] \| Raptor Note [Member] \| Measurement Input, Share Price [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Fair value assumption \| $ / shares	0.64
Satisfaction Settlement And Release Agreement [Member] \| Raptor Note [Member] \| Measurement Input, Exercise Price [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Fair value assumption \| $ / shares	0.64
Satisfaction Settlement And Release Agreement [Member] \| Raptor Note [Member] \| Measurement Input, Expected Term [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Warrant term	5 years
Satisfaction Settlement And Release Agreement [Member] \| Raptor Note [Member] \| Measurement Input, Price Volatility [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Fair value assumption	79
Satisfaction Settlement And Release Agreement [Member] \| Raptor Note [Member] \| Measurement Input, Expected Dividend Rate [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Fair value assumption	0
Satisfaction Settlement And Release Agreement [Member] \| Raptor Note [Member] \| Measurement Input, Discount Rate [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Fair value assumption	0.51
Stock Warrants [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Warrant to purchase common stock		3,362,241
Common Stock [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Exercise of warrants, shares			223,037

Schedule of Deferred Income Tax Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Net operating loss carryforwards	$ 15,641	$ 12,776
Disqualified corporate interest expense	857	581
Stock-based compensation	1,260	942
Accounts receivable allowances	61	98
Inventory reserves	51	168
Operating lease liability	179	181
Reserve for asset impairment	58	58
Gross deferred tax assets	18,107	14,804
Valuation allowance	(17,903)	(14,488)
Total deferred tax assets	203	316
Operating lease right-of-use asset	(203)	(190)
Deferred finance costs		(126)
Total deferred tax liabilities	(203)	(316)
Net deferred tax asset (liability)

Schedule of Reconciliation of Effective Income Tax Rate to U.S. Statutory Rate (Details)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Federal statutory tax rate	(21.00%)	(21.00%)
State rate, net of federal benefit	(5.00%)	(5.00%)
Federal and state tax rate	(26.00%)	(26.00%)
Effect of change in tax rate
Valuation allowance	26.00%	26.00%
Effective tax rate

Income Taxes (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
Income Taxes (Details Narrative) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Operating Loss Carryforwards [Line Items]
Federal net operating loss carryforwards	$ 66,000	$ 58,000
State net operating loss carryforwards	$ 42,000	34,000
Federal carryforward loss expires year	2037
Operating loss carryforwards, limitations on use	offset 80% of taxable income in future years.
Domestic Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 33,000	$ 33,000	$ 33,000	$ 33,000

Related Party Transactions (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Royalty [Member]
Related Party Transaction [Line Items]
Royalty revenue	$ 98	$ 128
Chris Reed [Member]
Related Party Transaction [Line Items]
Deposit of security with lessor	$ 800
Number of common stock value placed	363,000
Value of common stock paced	$ 338
Chris Reed [Member] \| California Custom Beverage, LLC [Member]
Related Party Transaction [Line Items]
Deposit of security with lessor			$ 1,200
Royalty percentage		5.00%
Referral fee percentage		5.00%
Royalty revenue receivable		$ 128
Inventory advances		228
Receivable from related party	682	356
Inventory and equipment advances	381
Reduction in receivable from related party	153
Offseting payable	153
Accounts payable due to related parties	557	182
Lindsay Martin [Member] \| Vice President [Member]
Related Party Transaction [Line Items]
Amount paid for service	$ 215	$ 161

Subsequent Events (Details Narrative) - USD ($)				12 Months Ended
Subsequent Events (Details Narrative) - USD ($)	Mar. 25, 2021	Mar. 11, 2021	Jan. 26, 2021	Dec. 31, 2020	Dec. 31, 2019	Feb. 19, 2021	Dec. 02, 2020
Subsequent Event [Line Items]
Common stock, par value				$ 0.0001	$ 0.0001
Common Stock [Member]
Subsequent Event [Line Items]
Number of restricted stock issued					442,002
Exercise of options, shares				37,500
Maximum [Member]
Subsequent Event [Line Items]
Common stock, par value							$ 1
Subsequent Event [Member]
Subsequent Event [Line Items]
Exercise of options, shares	6,000
Subsequent Event [Member] \| Common Stock [Member]
Subsequent Event [Line Items]
Number of shares issued	86,225
Subsequent Event [Member] \| Minimum [Member]
Subsequent Event [Line Items]
Common stock, par value						$ 1.00
Subsequent Event [Member] \| Board of Directors Chairman [Member]
Subsequent Event [Line Items]
Common stock, voting rights		He is also a greater than 5% beneficial owner of Reed’s common stock.
Number of restricted stock issued		400,000
Subsequent Event [Member] \| Non Employee Directors [Member]
Subsequent Event [Line Items]
Cash compensation			$ 50,000
Subsequent Event [Member] \| Non Employee Directors [Member] \| Restricted Stock [Member]
Subsequent Event [Line Items]
Number of shares awarded			49,180
Subsequent Event [Member] \| Director [Member]
Subsequent Event [Line Items]
Number of restricted stock issued	61,475
Subsequent Event [Member] \| Executive [Member]
Subsequent Event [Line Items]
Number of restricted stock issued	18,750
Subsequent Event [Member] \| Letter of Credit [Member] \| Financing Agreement [Member] \| Rosenthal and Rosenthal, Inc. [Member]
Subsequent Event [Line Items]
Line of credit facility		$ 2,000,000
Subsequent Event [Member] \| Letter of Credit [Member] \| Daniel J. Doherty [Member]
Subsequent Event [Line Items]
Line of credit facility		$ 1,500,000