Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 12, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Entity Central Index Key | 0001134765 | ||
Entity Registrant Name | Charlie's Holdings, Inc. | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Transition Report | false | ||
Entity File Number | 001-32420 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 84-1575085 | ||
Entity Address, Address Line One | 1007 Brioso Drive | ||
Entity Address, City or Town | Costa Mesa | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92627 | ||
City Area Code | 949 | ||
Local Phone Number | 531-6855 | ||
Title of 12(b) Security | Common Stock ($0.001 par value) | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 60,949,561 | ||
Entity Common Stock, Shares Outstanding | 216,840,987 | ||
Auditor Name | Baker Tilly US LLP | ||
Auditor Location | Irvine, California | ||
Auditor Firm ID | 23 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 866 | $ 1,422 |
Accounts receivable, net | 1,368 | 1,258 |
Inventories, net | 5,005 | 1,593 |
Prepaid expenses and other current assets | 755 | 450 |
Total current assets | 7,994 | 4,723 |
Non-current assets: | ||
Property, plant and equipment, net | 431 | 531 |
Right-of-use asset, net | 755 | 1,200 |
Other assets | 68 | 71 |
Total non-current assets | 1,254 | 1,802 |
TOTAL ASSETS | 9,248 | 6,525 |
Current liabilities: | ||
Accounts payable and accrued expenses | 4,068 | 2,525 |
Derivative liability | 899 | 4,444 |
Lease liabilities | 329 | 456 |
Notes payable, current portion | 0 | 1,400 |
Dividends payable | 0 | 1,650 |
Deferred revenue | 238 | 268 |
Total current liabilities | 5,534 | 10,743 |
Non-current liabilities: | ||
Notes payable, net of current portion | 150 | 1,016 |
Lease liabilities, net of current portion | 433 | 762 |
Total non-current liabilities | 583 | 1,778 |
Total liabilities | 6,117 | 12,521 |
COMMITMENTS AND CONTINGENCIES (see Note 12) | ||
Stockholders' equity (deficit): | ||
Common stock ($0.001 par value); 500,000,000 shares authorized; 210,890,930 shares and 189,907,526 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 211 | 190 |
Additional paid-in capital | 7,775 | 3,477 |
Accumulated deficit | (4,855) | (9,663) |
Total stockholders' equity (deficit) | 3,131 | (5,996) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | 9,248 | 6,525 |
Series A Preferred Stock [Member] | ||
Stockholders' equity (deficit): | ||
Convertible preferred stock | 0 | 0 |
Series B Preferred Stock [Member] | ||
Stockholders' equity (deficit): | ||
Convertible preferred stock | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 1,800,000 | 1,800,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 210,890,930 | 189,907,526 |
Common stock, shares outstanding (in shares) | 210,890,930 | 189,907,526 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized (in shares) | 300,000 | 300,000 |
Preferred stock, shares issued (in shares) | 141,873 | 203,811 |
Preferred stock, shares outstanding (in shares) | 141,873 | 203,811 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized (in shares) | 1,500,000 | 1,500,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues: | ||
Revenues | $ 21,496 | $ 16,692 |
Operating costs and expenses: | ||
Cost of goods sold - product revenue | 10,423 | 7,478 |
General and administrative | 8,750 | 10,873 |
Sales and marketing | 1,734 | 1,733 |
Research and development | 24 | 3,378 |
Total operating costs and expenses | 20,931 | 23,462 |
Income (loss) from operations | 565 | (6,770) |
Other income (expense): | ||
Interest expense | (34) | (134) |
Change in fair value of derivative liabilities | 3,545 | (300) |
Gain on debt extinguishment | 1,060 | 0 |
Other income | 14 | 17 |
Total other income (loss) | 4,585 | (417) |
Income (loss) before income taxes | 5,150 | (7,187) |
Income tax expense | (342) | 0 |
Net income (loss) | $ 4,808 | $ (7,187) |
Net earnings (loss) per share | ||
Basic (in dollars per share) | $ 0.02 | $ (0.04) |
Diluted (in dollars per share) | $ 0.01 | $ (0.04) |
Weighted average number of common shares outstanding | ||
Basic (in shares) | 203,589,531 | 189,844,867 |
Diluted (in shares) | 237,686,875 | 189,844,867 |
Product [Member] | ||
Revenues: | ||
Revenues | $ 21,496 | $ 16,692 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) shares in Thousands | Conversion of Series A Convertible Preferred Stock [Member]Preferred Stock [Member]Series A Preferred Stock [Member] | Conversion of Series A Convertible Preferred Stock [Member]Common Stock [Member] | Conversion of Series A Convertible Preferred Stock [Member]Additional Paid-in Capital [Member] | Conversion of Series A Convertible Preferred Stock [Member]Retained Earnings [Member] | Conversion of Series A Convertible Preferred Stock [Member] | Preferred Stock [Member]Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Dec. 31, 2019 | 204 | 172,982 | ||||||||
Balance at Dec. 31, 2019 | $ 0 | $ 173,000 | $ 1,756,000 | $ (2,476,000) | $ (547,000) | |||||
Conversion of convertible preferred stock (in shares) | 0 | 16,925 | ||||||||
Conversion of convertible preferred stock | $ 0 | $ 17,000 | $ (17,000) | $ 0 | $ 0 | |||||
Reclassification of liability awards to equity | 0 | 0 | 1,638,000 | 0 | 1,638,000 | |||||
Accrue dividends payable on Series A convertible preferred stock | $ 0 | $ 0 | (1,650,000) | 0 | (1,650,000) | |||||
Stock compensation (in shares) | 0 | 0 | ||||||||
Stock compensation | $ 0 | $ 0 | 1,750,000 | 0 | 1,750,000 | |||||
Net income (loss) | $ 0 | $ 0 | 0 | (7,187,000) | (7,187,000) | |||||
Balance (in shares) at Dec. 31, 2020 | 204 | 189,907 | ||||||||
Balance at Dec. 31, 2020 | $ 0 | $ 190,000 | 3,477,000 | (9,663,000) | (5,996,000) | |||||
Conversion of convertible preferred stock (in shares) | (62) | 13,977 | ||||||||
Conversion of convertible preferred stock | $ 0 | $ 14,000 | $ (14,000) | $ 0 | $ 0 | |||||
Accrue dividends payable on Series A convertible preferred stock | $ 0 | $ 0 | (3,000) | 0 | (3,000) | |||||
Stock compensation (in shares) | 0 | 1,750 | ||||||||
Stock compensation | $ 0 | $ 2,000 | 550,000 | 0 | 552,000 | |||||
Net income (loss) | $ 0 | $ 0 | 0 | 4,808 | 4,808,000 | |||||
Issuance of common stock to related parties for cash (in shares) | 0 | 3,517 | ||||||||
Issuance of common stock to related parties for cash | $ 0 | $ 3,000 | 2,997,000 | 0 | 3,000,000 | |||||
Issuance of common stock for dividend payment (in shares) | 0 | 1,736 | ||||||||
Issuance of common stock for dividend payment | $ 0 | $ 2,000 | 768,000 | 0 | 770,000 | |||||
Fraction shares adjustment due to reverse split (in shares) | 0 | 3 | ||||||||
Balance (in shares) at Dec. 31, 2021 | 142 | 210,890 | ||||||||
Balance at Dec. 31, 2021 | $ 0 | $ 211,000 | $ 7,775,000 | $ (4,855,000) | $ 3,131,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 4,808,000 | $ (7,187,000) |
Reconciliation of net income (loss) to net cash used in operating activities: | ||
Provision for bad debt expense | 109,000 | 60,000 |
Depreciation and amortization | 210,000 | 181,000 |
Change in fair value of derivative liabilities | (3,545,000) | 300,000 |
Amortization of operating lease right-of-use asset | 445,000 | 423,000 |
Stock based compensation | 552,000 | 3,072,000 |
Gain from debt extinguishment | (1,060,000) | 0 |
Subtotal of non-cash charges | (3,289,000) | 4,036,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (219,000) | (400,000) |
Inventories | (3,412,000) | (77,000) |
Prepaid expenses and other current assets | (305,000) | 279,000 |
Other assets | 3,000 | 0 |
Accounts payable and accrued expenses | 1,553,000 | 325,000 |
Deferred revenue | (30,000) | 177,000 |
Lease liabilities | (456,000) | (426,000) |
Net cash used in operating activities | (1,347,000) | (3,273,000) |
Cash Flows from Investing Activities: | ||
Purchase of property, plant and equipment | (110,000) | (169,000) |
Net cash used in investing activities | (110,000) | (169,000) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of common stock to related parties | 3,000,000 | 0 |
Proceeds from issuance of notes payable | 184,000 | 2,416,000 |
Repayment of notes payable | (1,400,000) | 0 |
Dividend payment | (883,000) | 0 |
Net cash provided by financing activities | 901,000 | 2,416,000 |
Net decrease in cash | (556,000) | (1,026,000) |
Cash, beginning of the year | 1,422,000 | 2,448,000 |
Cash, end of the year | 866,000 | 1,422,000 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 150,000 | 0 |
Cash paid for income taxes | 0 | 0 |
Issuance of common stock for dividend payment | 770,000 | 0 |
Accrued dividends payable on Series A convertible preferred stock | 0 | 1,650,000 |
Reclassification of liability awards to equity | 0 | 1,638,000 |
Conversion of Series A Preferred Stock to Common Stock [Member] | ||
Supplemental disclosure of cash flow information | ||
Conversion of convertible preferred stock | $ 14,000 | $ 17,000 |
Note 1 - Description of the Bus
Note 1 - Description of the Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Business Description and Basis of Presentation [Text Block] | NOTE 1 DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION Description of the Business Charlie’s Holdings, Inc., (formerly True Drinks Holdings, Inc.) a Nevada corporation, together with its wholly owned subsidiaries and consolidated variable interest entity (collectively, the “ Company we third 80 June 2019 , Don Polly CBD In addition to Don Polly, we also wholly-own Charlie’s Chalk Dust, LLC (“ Charlie s CCD The Company's Common Stock, par value $0.001 per share (the " Common Stock Reverse Stock Split The Company’s Board of Directors approved a reverse stock split of the Company’s authorized, issued and outstanding shares of Common Stock, par value $0.001 per share, at a ratio of 1 June 16, 2021 ( Effective Date 10 Basis of Presentation The consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “ SEC Going Concern Uncertainty Regarding the Legal and Regulatory Environment, Liquidity and Management s plan of operation The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company operates in a rapidly changing legal and regulatory environment; new laws and regulations or changes to existing laws and regulations could significantly limit the Company’s ability to sell its products, and/or result in additional costs. Additionally, the Company was required to obtain approval from the United States Food and Drug Administration (" FDA no COVID- 19 March 2020 December 31, 2021, December 31, 2021. December 31, 2021, $1.6 December 31, 2020, December 31, 2020. 2021, one MDO not Management's plans depend on its ability to increase revenues and continue its business development efforts, including the expenditure of approximately $4,400,000 to date, to complete the Premarket Tobacco Application (“ PMTA March 23, 2021, may no no Risks and Uncertainties The Company operates in an environment that is subject to rapid changes and developments in laws and regulations that could have a significant impact on the Company’s ability to sell its products. Beginning in September 2019, may may may September 2020 August 2021, MDO not no On March 11, 2020, 19 19 19 19 |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of the Company and its two 100% wholly owned subsidiaries, Charlie’s Chalk Dust, LLC and Bazi, Inc, and Don Polly, LLC, a consolidated variable interest for which the Company is the primary beneficiary. All inter-company balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Fair Value of Financial Instruments U.S. GAAP requires disclosing the fair value of financial instruments to the extent practicable for financial instruments which are recognized or unrecognized in the balance sheet. The fair value of the financial instruments disclosed herein is not In assessing the fair value of financial instruments, the Company uses a variety of methods and assumptions, which are based on estimates of market conditions and risks existing at the time. The fair value of derivative liabilities was estimated using a Monte Carlo simulation method, based on both observable and unobservable inputs. For certain instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses, it was estimated that the carrying amount approximated fair value because of the short maturities of these instruments. Revenue Recognition The Company recognizes revenues in accordance with Accounting Standards Codification (“ ASC 606 In circumstances where shipping and handling activities occur after the customer has obtained control of the product, the Company has elected to account for shipping and handling activities as a fulfillment cost rather than an additional promised service. Contract durations are generally less than one Amounts billed and due from customers are short term in nature and are classified as receivables since payments are unconditional and only the passage of time related to credit terms is required before payments are due. The Company does not one Cash and Cash Equivalents The Company considers all liquid investments purchased with original maturities of ninety Accounts Receivable Accounts receivable are recorded at the invoiced amount and do not December 31, 2021 2020, Inventories Inventories primarily consist of finished goods and are stated at the lower of cost (determined by the average cost method) or net realizable value. We calculate estimates of excess and obsolete inventories determined primarily by reviewing inventory on hand, historical sales activity, industry trends and expected net realizable value. As of December 31, 2021 2020, Plant, Property and Equipment Property and equipment are stated at cost. Depreciation and amortization are provided for using the straight-line method, in amounts sufficient to charge the cost of depreciable assets to operations over their estimated service lives. Repairs and maintenance costs are charged to operations as incurred. Costs for capital assets not The Company assesses its long-lived assets for impairment whenever facts and circumstances indicate that the carrying amounts may not Leases Subsequent to the adoption of the new leasing standard on January 1, 2019, one The operating lease right-of-use assets also include any lease payments made and exclude lease incentives. Lease expense is recognized on a straight-line basis over the expected lease term. Variable lease expenses are recorded when incurred. Stock-Based Compensation We account for all stock-based compensation using a fair value-based method. The fair value of equity-classified awards granted to employees is estimated on the date of the grant using the Black-Scholes option-pricing model and the related stock-based compensation expense is recognized over the vesting period during which an employee is required to provide service in exchange for the award. We measure the fair value of liability-classified awards using a Monte Carlo valuation model. Compensation cost is recognized over the service period and is remeasured at each reporting period through settlement. Income Taxes Income taxes are computed under the liability method. This method requires the recognition of deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities. The impact on deferred taxes of changes in tax rates and laws, if any, are applied to the years during which temporary differences are expected to be settled and are reflected in the consolidated financial statements in the period of enactment. A valuation allowance is recorded when it is more likely than not not Financial statement effects of a tax position are initially recognized when it is more likely than not, not not Research and Development We expense the cost of research and development as incurred. Research and development expenses include costs incurred in funding research and development activities, license fees, and other external costs. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity is performed or when the goods have been received, rather than when payment is made. Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business in one operating segment. The following table disaggregates revenue from our single operating segment by geographic market and customer type for the periods ending December 31, 2021 2020, December 31, 2021 December 31, 2020 Geographic Market International 17 % 19 % United States 83 % 81 % Customer Type Retailer 38 % 43 % Distribution 62 % 57 % Recently Issued Accounting Pronouncements Measurement of Credit Losses on Financial Instruments In June 2016 2016 13, December 15, 2022. not Income Taxes In December 2019, No. 2019 12, 740 2019 12” 2019 12 740 December 15, 2020, January 1, 2021, Debt Debt with conversion and Other Options In August 2020, No. 2020 06, 470 20 815 40 December 1, 2022, no December 1, 2021. January 1, 2022 no Earnings per Share In May 2021, 2021 04, 260 470 50 718 815 40 not 1 2 3 December 15, 2021. not |
Note 3 - Fair Value Measurement
Note 3 - Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | NOTE 3 FAIR VALUE MEASUREMENTS In accordance with ASC 820 820 three Level 1 Level 2 not Level 3 The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of December 31, 2021 2020 Fair Value at December 31, 2021 Total Level 1 Level 2 Level 3 Liabilities: Derivative liability - Warrants 899 - - 899 Total liabilities $ 899 $ - $ - $ 899 Fair Value at December 31, 2020 Total Level 1 Level 2 Level 3 Liabilities: Derivative liability - Warrants 4,444 - - 4,444 Total liabilities $ 4,444 $ - $ - $ 4,444 There were no 1, 2 3 December 31, 2021 2020. The following table presents changes in Level 3 December 31, 2021 2020. 3 3 Derivative liability - Warrants Balance at January 1, 2020 $ 4,144 Change in fair value 300 Balance at December 31, 2020 4,444 Change in fair value (3,545 ) Balance at December 31, 2021 $ 899 A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 3 December 31, 2021 2020 For the years ended December 31, 2021 2020 Exercise price $ 0.4431 $ 0.4431 Contractual term (years) 6.00 6.00 Volatility (annual) 85.0 % 75.0 % Risk-free rate 0.9 % 0.5 % Dividend yield (per share) 0 % 0 % On April 26, 2019 ( Closing Date Share Exchange Members Direct Investors Charlie s Financing Series A Preferred Investor Warrants Placement Agent Warrants five not not 815, ASC 815 815, 815 |
Note 4 - Property and Equipment
Note 4 - Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 4 Property and Equipment detail as of December 31, 2021, 2020 December 31, 2021 December 31, 2020 Estimated Useful Life (in Years) Machinery and equipment $ 42 $ 38 5 Trade show booth 171 171 5 Office equipment 511 405 5 Leasehold improvements 380 380 Lesser of lease term or estimated useful life 1,104 994 Accumulated depreciation (673 ) (463 ) $ 431 $ 531 Depreciation and amortization expense totaled $210,000 and $181,000, respectively, during the years ended December 31, 2021, 2020. |
Note 5 - Concentrations
Note 5 - Concentrations | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Concentration Risk Disclosure [Text Block] | NOTE 5 Vendors The Company’s concentration of purchases are as follows: For the years ended December 31, 2021 2020 Vendor A 31 % 25 % Vendor B - 27 % Vendor C - 26 % Vendor D - 12 % Vendor E 42 % - During the year ended December 31, 2021, 73% December 31, 2020, As of December 31, 2021, 2020, Accounts Receivable The Company’s concentration of accounts receivable are as follows: For the years ended December 31, 2021 2020 Customer A - 17 % Customer B - 10 % Customer C 27 % - One customer made up 27% of net accounts receivable at December 31, 2021 December 31, 2020. December 31, 2021. December 31, 2020. December 31, 2020. No 10% December 31, 2021 2020, |
Note 6 - Don Polly, LLC.
Note 6 - Don Polly, LLC. | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Variable Interest Entity Disclosure [Text Block] | NOTE 6 DON POLLY, LLC. Don Polly, LLC is a Nevada limited liability company that is owned by entities controlled by Brandon and Ryan Stump, a former and current executive officer of the Company, respectively, and a consolidated variable interest for which the Company is the primary beneficiary. Don Polly formulates, sells and distributes the Company’s hemp-derived product lines. We evaluate our ownership, contractual and other interests in entities that are not VIEs 1 2 may April 25, 2019, April 25, 2019. Don Polly operates under exclusive licensing and service contracts with the Company whereby the Company receives 75% of net income from the licensing agreement and 25% of net income from the service agreement; therefore, as the Company receives 100% of the net income or incurs 100% no |
Note 7 - Accounts Payable and A
Note 7 - Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block] | NOTE 7 ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses as of December 31, 2021, 2020 December 31, December 31, 2021 2020 Accounts payable $ 2,476 $ 629 Accrued compensation 902 1,420 Accrued income taxed 342 - Other accrued expenses 348 476 $ 4,068 $ 2,525 |
Note 8 - Notes Payable
Note 8 - Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | NOTE 8 NOTES PAYABLE Red Beard Holdings, LLC Note Payable On April 1, 2020, Red Beard Note one Red Beard Principal Amount Minimum Interest Red Beard Note Financing August 27, 2020, September 30, 2020, October 29, 2020, December 1, 2020, January 19, 2021, On March 24, 2021, Red Beard Release Small Business Administration Loan Programs On April 30, 2020, SBA Charlie's PPP Loan SBA Lender PPP CARES Act PPP Loan Agreement The Charlie's PPP Loan provides for working capital to CCD in the amount of $650,761. The Charlie's PPP Loan matures on April 30, 2022 1.00% six November 30, 2020. On April 14, 2020, Polly PPP Loan PPP Loans Polly Lender April 14, 2022 1.00% six November 14, 2020. The aforementioned PPP Loans were made under the PPP enacted by Congress under the CARES Act. The CARES Act (including the guidance issued by SBA and U.S. Department of the Treasury) provides that all or a portion of the PPP Loans may may On February 19, 2021, no March 31, 2021, On March 17, 2021, second Polly PPP Loan 2 2 2 March 17, 2026 1.00% During the year ended December 31, 2021, no During the year ended December 31, 2021, 2 no During the year ended December 31, 2021, On June 24, 2020, 7 EID Loan twelve thirty The following summarizes the Company’s notes payable maturities as of December 31, 2021 ( Remaining months Ending December 31, 2021 $ - Year Ending December 31, 2022 - Year Ending December 31, 2023 - Year Ending December 31, 2024 - Year Ending December 31, 2025 - Thereafter 150 Total $ 150 |
Note 9 - Earnings (Loss) Per Sh
Note 9 - Earnings (Loss) Per Share Basic and Fully Diluted | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | NOTE 9 EARNINGS (LOSS) PER SHARE BASIC AND FULLY DILUTED Basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted earnings (loss) per common share is computed similar to basic earnings (loss) per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock. Diluted weighted average common shares include common stock potentially issuable under the Company’s convertible preferred stock, warrants and vested and unvested stock options. For the years ended December 31, 2021, 2020, The following table sets forth the computation of earnings (loss) per share (amounts in thousands, except share and per share amounts): For the years ended December 31, 2021 2020 Net income (loss) - basic $ 4,808 $ (7,187 ) Reversal of gain due to change in fair value of warrant liability (3,545 ) - Net income (loss) - diluted $ 1,263 $ (7,187 ) Weighted average shares outstanding - basic 203,589,531 189,844,867 Diluted stock options 168,309 - Diluted warrants 1,912,544 - Diluted preferred shares 32,016,491 - Weighted average shares outstanding - diluted 237,686,875 189,844,867 Basic earnings (loss) per share $ 0.02 $ (0.04 ) Diluted earnings (loss) per share $ 0.01 $ (0.04 ) The following securities were not For the years ended December 31, 2021 2020 Options 6,955 7,503 Series A convertible preferred shares - 55,643 Warrants 38,425 40,338 Total 45,380 103,484 |
Note 10 - Stockholders' Equity
Note 10 - Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 10 STOCKHOLDERS EQUITY Series A Preferred Share Dividend & Share Waiver On April 25, 2020 , one eight Dividend Amount April 25, 2020 . On August 13, 2020 , August 23, 2020 ( Dividend Default On April 21, 2021 , Waiver Agreement Stock Payees "Stock Payee Indebtedness" "Stock Payment" "Exchange" Shares On May 25, 2021 , Exchange Agreement Series A Holders Series A Preferred Dividend Amount Common Stock Shares During the year ended December 31, 2021 , As of December 31, 2021 , Conversion of Series A Preferred Shares For the year ended December 31, 2021 , December 31, 2020 , March 2021 On March 19, 2021 , Purchase Agreements Common Stock Private Placement March 22, 2021 . 506 1933 , 16b 3 1 1934 , |
Note 11 - Stock-based Compensat
Note 11 - Stock-based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Share-based Payment Arrangement [Text Block] | NOTE 11 STOCK-BASED COMPENSATION The True Drinks Holdings, Inc. 2013 Prior Plan first December 2013 October 2014 . January 2018 Prior Plan Amendment April 26, 2019 , December 31, 2021 , The Company will not On May 8, 2019, 2019 2019 2019 2019 no 2019 2019 may 2019 2019 On December 22, 2021, 2019 Plan Amendment 2019 14c 1934, 2019 February 28, 2022, twenty 2019 2019 Non-Qualified Stock Options The following table summarizes stock option activities during the year ended December 31, 2021 2020 Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2020 8,013 $ 0.54 8.5 $ - Options granted 50 0.44 10.0 - Options forfeited/expired (560 ) 0.63 - - Outstanding at December 31, 2020 7,503 0.54 8.5 $ - Options granted 80 0.44 10.0 - Options forfeited/expired (460 ) 0.44 - - Outstanding at December 31, 2021 7,123 $ 0.54 7.5 $ - Options vested and exercisable at December 31, 2021 5,376 $ 0.57 7.3 $ - During the year ended December 31, 2021, 2020, 2019 For the years ended December 31, 2021 2020 Exercise price $ 0.4431 $ 0.4431 Contractual term (years) 6.00 6.00 Volatility (annual) 85.0 % 75.0 % Risk-free rate 0.9 % 0.5 % Dividend yield (per share) 0 % 0 % During the year ended December 31, 2020, December 31, 2020. As of December 31, 2021, 2019 December 31, 2021, 2020, Common Stock Awards On April 26, 2019, three 718. February 12, 2020, 3 December 31, 2020, first 2020 December 31, 2020. On February 12, 2020, Amended Employment Agreements 2019 On April 26, 2019, 3 Advisory Shares Prior to the Share Exchange, Charlie’s employees held Member units, which were automatically converted into 71,000 shares of common stock and 69,815 shares of Series B Preferred (or 6.98 million shares of common stock equivalents) due to the effect of the Share Exchange. The 7.1 million shares of common stock vested over a two December 31, 2021, 2020, On April 1, 2021, Agreement two Restricted Shares 1,500,000 April 1, 2022, April 1, 2023, 8 April 6, 2021. On November 1, 2021 (“ Grant Date Fox Shares 2019 first 250,000 On March 2, 2022, RSAs 2019 The Company recorded total stock-based compensation expense of approximately $552,000 and $3,072,000 during the years ended December 31, 2021, 2020, |
Note 12 - Commitments and Conti
Note 12 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 12 Leases The Company leases office space under agreements classified as operating leases that expire on various dates through 2024. 2024, 2021, 2022, 2022. not not not not The Company excludes short-term leases having initial terms of 12 842 Lease July 2019. September 1, 2019, November 1, 2019 five may third December 31, 2021 2020 At December 31, 2021, The following summarizes quantitative information about the Company’s operating leases (amounts in thousands): For the years ended December 31, 2021 2020 Operating leases Operating lease cost $ 566 $ 597 Variable lease cost - - Operating lease expense 566 597 Short-term lease rent expense - - Total rent expense $ 566 $ 597 For the years ended December 31, 2021 2020 Operating cash flows from operating leases $ 456 $ 423 Weighted-average remaining lease term – operating leases (in years) 2.38 2.99 Weighted-average discount rate – operating leases 12.0 % 12.0 % Maturities of our operating leases, excluding short-term leases, are as follows (amounts in thousands): Year Ending December 31, 2022 399 Year Ending December 31, 2023 275 Year Ending December 31, 2024 206 Total 880 Less present value discount (118 ) Operating lease liabilities as of December 31, 2021 $ 762 Legal proceedings From time to time, the Company may no C.H. Robinson Worldwide, Inc. v. True Drinks, Inc September 5, 2018, Robinson November 13, 2020 Settlement Agreement two first November 19, 2020 second December 17, 2020. |
Note 13 - Income Taxes
Note 13 - Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | NOTE 13 The Company was classified as a partnership through the Closing Date, and therefore, not The table below presents the components of the provision for income taxes. The Company's provision is driven primarily current year operating income, nontaxable derivative fair value adjustments, and state taxes (in thousands). As of December 31, 2021 2020 Current US Federal $ 110 $ - US State 232 - Total current provision 342 - Deferred US Federal - - US State - - Total deferred benefit - - Total provision for income taxes $ 342 $ - The tax effects of temporary differences and tax loss carryovers that give rise to significant portions of deferred tax assets and liabilities at December 31, 2021 2020 As of December 31, 2021 2020 Deferred tax assets: Bad Debt $ 47 $ 119 Inventory 43 48 Accrued Expenses 222 16 Lease liability 208 341 Stock compensation 255 201 Transaction costs - - Net operating loss carryovers 1,224 1,835 Other 9 3 Contribution - 1 Derivatives 56 287 Total deferred income tax assets 2,064 2,851 Deferred income tax liabilities: ROU assets (206 ) (336 ) Fixed assets (18 ) (56 ) Total deferred income tax liabilities (224 ) (359 ) Net deferred income tax assets 1,840 2,459 Valuation allowance (1,840 ) (2,459 ) Deferred tax asset, net of allowance $ 0 $ 0 The Company recognizes Federal, and state deferred tax assets or liabilities based on the Company's estimate of future tax effects attributable to temporary differences and carryovers. The Company records a valuation allowance to reduce any deferred tax assets by the amount of any tax benefits that, based on available evidence and judgment, are not not December 31, 2021, three not At December 31, 2021, 80% 2041, not The utilization of net operating loss carryforwards and research tax credit carryovers could be subject to annual limitations under Section 382 383 1986, may 382 383, 50 three not 382. 2019. not A reconciliation of the statutory income tax rates and the Company's effective tax rate for the years ended December 31, 2021, December 31, 2020, Year ended December 31, 2021 Year ended December 31, 2020 Statutory federal income tax rate 21.0 % 21.0 % Non-taxed loss from VIE 0.0 % 0.0 % State taxes, net of federal tax benefit 3.3 % 5.1 % Stock compensation 10.1 % (3.5 )% Permanent Items (4.3 )% (0.1 % Section 382 NOL Adjustments 3.1 % 0.0 % Derivatives (11.1 )% (0.7 )% Return to provision adjustments (2.2 )% (19.8 )% Other (1.3 )% 0.0 % Change in valuation allowance (12.0 )% (2.0 % Income taxes provision (benefit) 6.6 % 0.0 % ASC 740 not December 31, 2021, December 31, 2020 ( Year ended December 31, 2021 Year ended December 31, 2020 Gross unrecognized tax benefits at the beginning of the year $ - $ - Increases related to current year positions - - Increases related to prior year positions 32 - Decreases related to prior year positions - - Expiration of unrecognized tax benefits - - Gross unrecognized tax benefits at the end of the year $ 32 $ - The unrecognized tax benefit amounts are reflected in the determination of the Company’s deferred tax assets. If recognized, none not twelve The Company policy is to recognize interest and penalties related to uncertain tax positions as a component of income tax expense. As of December 31, 2021, December 31, 2020, no The Company’s tax years from 2018 2017 not |
Note 14 - Subsequent Events
Note 14 - Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | NOTE 14 On April 6, 2022, "Company" "Note" one "Lender" "Note Financing" The Note requires the payment of principal and guaranteed interest in the amount of at least $90,000 on or before the earlier date of (i) a Liquidity Event, as defined under the terms of the Note; or (ii) September 28, 2022. The Company has evaluated events subsequent to December 31, 2021, April 12, 2022. no |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its two 100% wholly owned subsidiaries, Charlie’s Chalk Dust, LLC and Bazi, Inc, and Don Polly, LLC, a consolidated variable interest for which the Company is the primary beneficiary. All inter-company balances and transactions have been eliminated in consolidation. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments U.S. GAAP requires disclosing the fair value of financial instruments to the extent practicable for financial instruments which are recognized or unrecognized in the balance sheet. The fair value of the financial instruments disclosed herein is not In assessing the fair value of financial instruments, the Company uses a variety of methods and assumptions, which are based on estimates of market conditions and risks existing at the time. The fair value of derivative liabilities was estimated using a Monte Carlo simulation method, based on both observable and unobservable inputs. For certain instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses, it was estimated that the carrying amount approximated fair value because of the short maturities of these instruments. |
Revenue [Policy Text Block] | Revenue Recognition The Company recognizes revenues in accordance with Accounting Standards Codification (“ ASC 606 In circumstances where shipping and handling activities occur after the customer has obtained control of the product, the Company has elected to account for shipping and handling activities as a fulfillment cost rather than an additional promised service. Contract durations are generally less than one Amounts billed and due from customers are short term in nature and are classified as receivables since payments are unconditional and only the passage of time related to credit terms is required before payments are due. The Company does not one |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all liquid investments purchased with original maturities of ninety |
Accounts Receivable [Policy Text Block] | Accounts Receivable Accounts receivable are recorded at the invoiced amount and do not December 31, 2021 2020, |
Inventory, Policy [Policy Text Block] | Inventories Inventories primarily consist of finished goods and are stated at the lower of cost (determined by the average cost method) or net realizable value. We calculate estimates of excess and obsolete inventories determined primarily by reviewing inventory on hand, historical sales activity, industry trends and expected net realizable value. As of December 31, 2021 2020, |
Property, Plant and Equipment, Policy [Policy Text Block] | Plant, Property and Equipment Property and equipment are stated at cost. Depreciation and amortization are provided for using the straight-line method, in amounts sufficient to charge the cost of depreciable assets to operations over their estimated service lives. Repairs and maintenance costs are charged to operations as incurred. Costs for capital assets not The Company assesses its long-lived assets for impairment whenever facts and circumstances indicate that the carrying amounts may not |
Lessee, Leases [Policy Text Block] | Leases Subsequent to the adoption of the new leasing standard on January 1, 2019, one The operating lease right-of-use assets also include any lease payments made and exclude lease incentives. Lease expense is recognized on a straight-line basis over the expected lease term. Variable lease expenses are recorded when incurred. |
Share-based Payment Arrangement [Policy Text Block] | Stock-Based Compensation We account for all stock-based compensation using a fair value-based method. The fair value of equity-classified awards granted to employees is estimated on the date of the grant using the Black-Scholes option-pricing model and the related stock-based compensation expense is recognized over the vesting period during which an employee is required to provide service in exchange for the award. We measure the fair value of liability-classified awards using a Monte Carlo valuation model. Compensation cost is recognized over the service period and is remeasured at each reporting period through settlement. |
Income Tax, Policy [Policy Text Block] | Income Taxes Income taxes are computed under the liability method. This method requires the recognition of deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities. The impact on deferred taxes of changes in tax rates and laws, if any, are applied to the years during which temporary differences are expected to be settled and are reflected in the consolidated financial statements in the period of enactment. A valuation allowance is recorded when it is more likely than not not Financial statement effects of a tax position are initially recognized when it is more likely than not, not not |
Research and Development Expense, Policy [Policy Text Block] | Research and Development We expense the cost of research and development as incurred. Research and development expenses include costs incurred in funding research and development activities, license fees, and other external costs. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity is performed or when the goods have been received, rather than when payment is made. |
Segment Reporting, Policy [Policy Text Block] | Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business in one operating segment. The following table disaggregates revenue from our single operating segment by geographic market and customer type for the periods ending December 31, 2021 2020, December 31, 2021 December 31, 2020 Geographic Market International 17 % 19 % United States 83 % 81 % Customer Type Retailer 38 % 43 % Distribution 62 % 57 % |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements Measurement of Credit Losses on Financial Instruments In June 2016 2016 13, December 15, 2022. not Income Taxes In December 2019, No. 2019 12, 740 2019 12” 2019 12 740 December 15, 2020, January 1, 2021, Debt Debt with conversion and Other Options In August 2020, No. 2020 06, 470 20 815 40 December 1, 2022, no December 1, 2021. January 1, 2022 no Earnings per Share In May 2021, 2021 04, 260 470 50 718 815 40 not 1 2 3 December 15, 2021. not |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Disaggregation of Revenue [Table Text Block] | December 31, 2021 December 31, 2020 Geographic Market International 17 % 19 % United States 83 % 81 % Customer Type Retailer 38 % 43 % Distribution 62 % 57 % |
Note 3 - Fair Value Measureme_2
Note 3 - Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] | Fair Value at December 31, 2021 Total Level 1 Level 2 Level 3 Liabilities: Derivative liability - Warrants 899 - - 899 Total liabilities $ 899 $ - $ - $ 899 Fair Value at December 31, 2020 Total Level 1 Level 2 Level 3 Liabilities: Derivative liability - Warrants 4,444 - - 4,444 Total liabilities $ 4,444 $ - $ - $ 4,444 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Derivative liability - Warrants Balance at January 1, 2020 $ 4,144 Change in fair value 300 Balance at December 31, 2020 4,444 Change in fair value (3,545 ) Balance at December 31, 2021 $ 899 |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | For the years ended December 31, 2021 2020 Exercise price $ 0.4431 $ 0.4431 Contractual term (years) 6.00 6.00 Volatility (annual) 85.0 % 75.0 % Risk-free rate 0.9 % 0.5 % Dividend yield (per share) 0 % 0 % |
Note 4 - Property and Equipme_2
Note 4 - Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | December 31, 2021 December 31, 2020 Estimated Useful Life (in Years) Machinery and equipment $ 42 $ 38 5 Trade show booth 171 171 5 Office equipment 511 405 5 Leasehold improvements 380 380 Lesser of lease term or estimated useful life 1,104 994 Accumulated depreciation (673 ) (463 ) $ 431 $ 531 |
Note 5 - Concentrations (Tables
Note 5 - Concentrations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Purchases [Member] | |
Notes Tables | |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | For the years ended December 31, 2021 2020 Vendor A 31 % 25 % Vendor B - 27 % Vendor C - 26 % Vendor D - 12 % Vendor E 42 % - For the years ended December 31, 2021 2020 Customer A - 17 % Customer B - 10 % Customer C 27 % - |
Note 7 - Accounts Payable and_2
Note 7 - Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | December 31, December 31, 2021 2020 Accounts payable $ 2,476 $ 629 Accrued compensation 902 1,420 Accrued income taxed 342 - Other accrued expenses 348 476 $ 4,068 $ 2,525 |
Note 8 - Notes Payable (Tables)
Note 8 - Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Maturities of Long-term Debt [Table Text Block] | Remaining months Ending December 31, 2021 $ - Year Ending December 31, 2022 - Year Ending December 31, 2023 - Year Ending December 31, 2024 - Year Ending December 31, 2025 - Thereafter 150 Total $ 150 |
Note 9 - Earnings (Loss) Per _2
Note 9 - Earnings (Loss) Per Share Basic and Fully Diluted (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | For the years ended December 31, 2021 2020 Net income (loss) - basic $ 4,808 $ (7,187 ) Reversal of gain due to change in fair value of warrant liability (3,545 ) - Net income (loss) - diluted $ 1,263 $ (7,187 ) Weighted average shares outstanding - basic 203,589,531 189,844,867 Diluted stock options 168,309 - Diluted warrants 1,912,544 - Diluted preferred shares 32,016,491 - Weighted average shares outstanding - diluted 237,686,875 189,844,867 Basic earnings (loss) per share $ 0.02 $ (0.04 ) Diluted earnings (loss) per share $ 0.01 $ (0.04 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | For the years ended December 31, 2021 2020 Options 6,955 7,503 Series A convertible preferred shares - 55,643 Warrants 38,425 40,338 Total 45,380 103,484 |
Note 11 - Stock-based Compens_2
Note 11 - Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2020 8,013 $ 0.54 8.5 $ - Options granted 50 0.44 10.0 - Options forfeited/expired (560 ) 0.63 - - Outstanding at December 31, 2020 7,503 0.54 8.5 $ - Options granted 80 0.44 10.0 - Options forfeited/expired (460 ) 0.44 - - Outstanding at December 31, 2021 7,123 $ 0.54 7.5 $ - Options vested and exercisable at December 31, 2021 5,376 $ 0.57 7.3 $ - |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | For the years ended December 31, 2021 2020 Exercise price $ 0.4431 $ 0.4431 Contractual term (years) 6.00 6.00 Volatility (annual) 85.0 % 75.0 % Risk-free rate 0.9 % 0.5 % Dividend yield (per share) 0 % 0 % |
Note 12 - Commitments and Con_2
Note 12 - Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Lease, Cost [Table Text Block] | For the years ended December 31, 2021 2020 Operating leases Operating lease cost $ 566 $ 597 Variable lease cost - - Operating lease expense 566 597 Short-term lease rent expense - - Total rent expense $ 566 $ 597 For the years ended December 31, 2021 2020 Operating cash flows from operating leases $ 456 $ 423 Weighted-average remaining lease term – operating leases (in years) 2.38 2.99 Weighted-average discount rate – operating leases 12.0 % 12.0 % |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Year Ending December 31, 2022 399 Year Ending December 31, 2023 275 Year Ending December 31, 2024 206 Total 880 Less present value discount (118 ) Operating lease liabilities as of December 31, 2021 $ 762 |
Note 13 - Income Taxes (Tables)
Note 13 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | As of December 31, 2021 2020 Current US Federal $ 110 $ - US State 232 - Total current provision 342 - Deferred US Federal - - US State - - Total deferred benefit - - Total provision for income taxes $ 342 $ - |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | As of December 31, 2021 2020 Deferred tax assets: Bad Debt $ 47 $ 119 Inventory 43 48 Accrued Expenses 222 16 Lease liability 208 341 Stock compensation 255 201 Transaction costs - - Net operating loss carryovers 1,224 1,835 Other 9 3 Contribution - 1 Derivatives 56 287 Total deferred income tax assets 2,064 2,851 Deferred income tax liabilities: ROU assets (206 ) (336 ) Fixed assets (18 ) (56 ) Total deferred income tax liabilities (224 ) (359 ) Net deferred income tax assets 1,840 2,459 Valuation allowance (1,840 ) (2,459 ) Deferred tax asset, net of allowance $ 0 $ 0 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Year ended December 31, 2021 Year ended December 31, 2020 Statutory federal income tax rate 21.0 % 21.0 % Non-taxed loss from VIE 0.0 % 0.0 % State taxes, net of federal tax benefit 3.3 % 5.1 % Stock compensation 10.1 % (3.5 )% Permanent Items (4.3 )% (0.1 % Section 382 NOL Adjustments 3.1 % 0.0 % Derivatives (11.1 )% (0.7 )% Return to provision adjustments (2.2 )% (19.8 )% Other (1.3 )% 0.0 % Change in valuation allowance (12.0 )% (2.0 % Income taxes provision (benefit) 6.6 % 0.0 % |
Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] | Year ended December 31, 2021 Year ended December 31, 2020 Gross unrecognized tax benefits at the beginning of the year $ - $ - Increases related to current year positions - - Increases related to prior year positions 32 - Decreases related to prior year positions - - Expiration of unrecognized tax benefits - - Gross unrecognized tax benefits at the end of the year $ 32 $ - |
Note 1 - Description of the B_2
Note 1 - Description of the Business and Basis of Presentation (Details Textual) | Jun. 16, 2021 | Mar. 23, 2021USD ($)shares | Mar. 22, 2021USD ($)$ / shares | Apr. 26, 2019USD ($)$ / shares | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | May 25, 2021$ / shares | Dec. 31, 2019USD ($) |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||
Operating Income (Loss), Total | $ 565,000 | $ (6,770,000) | ||||||
Net Income (Loss) Attributable to Parent, Total | 4,808,000 | (7,187,000) | ||||||
Stockholders' Equity Attributable to Parent, Ending Balance | 3,131,000 | (5,996,000) | $ (547,000) | |||||
Inventory, Net, Total | 5,005,000 | 1,593,000 | ||||||
Cash, Ending Balance | 866,000 | $ 1,422,000 | ||||||
Proceeds from Issuance of Private Placement | $ 3,000,000 | $ 3,000,000 | $ 27,500,000 | |||||
Stock Issued During Period, Shares, New Issues (in shares) | shares | 3,517,000 | |||||||
Premarket Tobacco Application Registration [Member] | ||||||||
Cost of Revenue, Total | $ 4,400,000 | |||||||
Reverse Stock Split [Member] | ||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 100 | |||||||
Series B Preferred Stock [Member] | ||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.001 |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies (Details Textual) | 12 Months Ended | |
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Number of Subsidiaries | 2 | |
Accounts Receivable, Allowance for Credit Loss, Ending Balance | $ 109,000 | $ 355,000 |
Inventory Valuation Reserves, Ending Balance | $ 156,000 | $ 179,000 |
Number of Operating Segments | 1 | |
Charlie's Chalk Dust, LLC and Bazi, Inc [Member] | ||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Retailer [Member] | ||
Percentage of revenue | 38.00% | 43.00% |
Distribution [Member] | ||
Percentage of revenue | 62.00% | 57.00% |
Non-US [Member] | ||
Percentage of revenue | 17.00% | 19.00% |
UNITED STATES | ||
Percentage of revenue | 83.00% | 81.00% |
Note 3 - Fair Value Measureme_3
Note 3 - Fair Value Measurements (Details Textual) - USD ($) | Mar. 23, 2021 | Mar. 22, 2021 | Apr. 26, 2019 |
Proceeds from Issuance of Private Placement | $ 3,000,000 | $ 3,000,000 | $ 27,500,000 |
Warrants and Rights Outstanding, Term (Year) | 5 years | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.44313 | ||
Investor Warrants [Member] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 31,028,996 | ||
Placement Agent Warrants [Member] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 9,308,699 |
Note 3 - Fair Value Measureme_4
Note 3 - Fair Value Measurements - Fair Value Hierarchy on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Derivative liability - Warrants | $ 899 | $ 4,444 |
Fair Value, Recurring [Member] | ||
Derivative liability - Warrants | 899 | 4,444 |
Total liabilities | 899 | 4,444 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Derivative liability - Warrants | 0 | 0 |
Total liabilities | 0 | 0 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Derivative liability - Warrants | 0 | 0 |
Total liabilities | 0 | 0 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Derivative liability - Warrants | 899 | 4,444 |
Total liabilities | $ 899 | $ 4,444 |
Note 3 - Fair Value Measureme_5
Note 3 - Fair Value Measurements - Changes in Level 3 Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Balance | $ 4,444 | $ 4,144 |
Change in fair value | (3,545) | 300 |
Balance | $ 899 | $ 4,444 |
Note 3 - Fair Value Measureme_6
Note 3 - Fair Value Measurements - Unobservable Inputs Assumptions (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Measurement Input, Exercise Price [Member] | ||
Derivative measurement input | 0.4431 | 0.4431 |
Measurement Input, Expected Term [Member] | ||
Derivative measurement input | 6 | 6 |
Measurement Input, Price Volatility [Member] | ||
Derivative measurement input | 0.850 | 0.750 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Derivative measurement input | 0.009 | 0.005 |
Measurement Input, Expected Dividend Rate [Member] | ||
Derivative measurement input | 0 | 0 |
Note 4 - Property and Equipme_3
Note 4 - Property and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Depreciation, Depletion and Amortization, Nonproduction, Total | $ 210,000 | $ 181,000 |
Note 4 - Property and Equipme_4
Note 4 - Property and Equipment - Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property and equipment, gross | $ 1,104 | $ 994 |
Accumulated depreciation | (673) | (463) |
Property and equipment, net | 431 | 531 |
Machinery and Equipment [Member] | ||
Property and equipment, gross | $ 42 | 38 |
Estimated useful life (Year) | 5 years | |
Trade Show Booth [Member] | ||
Property and equipment, gross | $ 171 | 171 |
Estimated useful life (Year) | 5 years | |
Office Equipment [Member] | ||
Property and equipment, gross | $ 511 | 405 |
Estimated useful life (Year) | 5 years | |
Leasehold Improvements [Member] | ||
Property and equipment, gross | $ 380 | $ 380 |
Note 5 - Concentrations (Detail
Note 5 - Concentrations (Details Textual) | 12 Months Ended | |
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Accounts Payable and Accrued Liabilities, Current, Total | $ 4,068,000 | $ 2,525,000 |
Customer C [Member] | ||
Accounts Receivable, after Allowance for Credit Loss, Total | 454,000 | |
Customer A [Member] | ||
Accounts Receivable, after Allowance for Credit Loss, Total | 210,000 | |
Customer B [Member] | ||
Accounts Receivable, after Allowance for Credit Loss, Total | 127,000 | |
Four Vendors [Member] | ||
Accounts Payable and Accrued Liabilities, Current, Total | $ 1,494,000 | $ 270,000 |
Supplier Concentration Risk [Member] | Inventory Purchases [Member] | ||
Number of Major Vendors | 2 | 4 |
Supplier Concentration Risk [Member] | Inventory Purchases [Member] | Two Vendors [Member] | ||
Concentration Risk, Percentage | 73.00% | 90.00% |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||
Number of Major Customers | 1 | 2 |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | One Customer [Member] | ||
Concentration Risk, Percentage | 27.00% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Two Customers [Member] | ||
Concentration Risk, Percentage | 27.00% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer C [Member] | ||
Concentration Risk, Percentage | 27.00% | 0.00% |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer A [Member] | ||
Concentration Risk, Percentage | 0.00% | 17.00% |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer B [Member] | ||
Concentration Risk, Percentage | 0.00% | 10.00% |
Note 5 - Concentrations - Conce
Note 5 - Concentrations - Concentration Risk (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Supplier Concentration Risk [Member] | Vendor A [Member] | Inventory Purchases [Member] | ||
Concentration risk | 31.00% | 25.00% |
Supplier Concentration Risk [Member] | Vendor B [Member] | Inventory Purchases [Member] | ||
Concentration risk | 0.00% | 27.00% |
Supplier Concentration Risk [Member] | Vendor C [Member] | Inventory Purchases [Member] | ||
Concentration risk | 0.00% | 26.00% |
Supplier Concentration Risk [Member] | Vendor D [Member] | Inventory Purchases [Member] | ||
Concentration risk | 0.00% | 12.00% |
Supplier Concentration Risk [Member] | Vendor E [Member] | Inventory Purchases [Member] | ||
Concentration risk | 42.00% | 0.00% |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer A [Member] | ||
Concentration risk | 0.00% | 17.00% |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer B [Member] | ||
Concentration risk | 0.00% | 10.00% |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer C [Member] | ||
Concentration risk | 27.00% | 0.00% |
Note 6 - Don Polly, LLC. (Detai
Note 6 - Don Polly, LLC. (Details Textual) - Don Polly, LLC [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Percent of Net Income Received, Variable Interest Entity | 100.00% |
Licensing Agreement [Member] | |
Percent of Net Income Received, Variable Interest Entity | 75.00% |
Service Agreement [Member] | |
Percent of Net Income Received, Variable Interest Entity | 25.00% |
Note 7 - Accounts Payable and_3
Note 7 - Accounts Payable and Accrued Expenses - Accounts Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts payable | $ 2,476 | $ 629 |
Accrued compensation | 902 | 1,420 |
Accrued income taxed | 342 | 0 |
Other accrued expenses | 348 | 476 |
Accounts Payable and Accrued Liabilities, Current, Total | $ 4,068 | $ 2,525 |
Note 8 - Notes Payable (Details
Note 8 - Notes Payable (Details Textual) - USD ($) | Mar. 24, 2021 | Mar. 17, 2021 | Jun. 24, 2020 | Apr. 30, 2020 | Apr. 14, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 19, 2021 | Apr. 01, 2020 |
Gain (Loss) on Extinguishment of Debt, Total | $ 1,060,000 | $ 0 | |||||||
Red Beard Note [Member] | |||||||||
Debt Instrument, Face Amount | $ 1,400,000 | $ 750,000 | |||||||
Debt Instrument, Guaranteed Minimum Interest | $ 150,000 | $ 75,000 | |||||||
Repayments of Debt | $ 1,550,000 | ||||||||
Charlie's Paycheck Protection Program Loan [Member] | |||||||||
Proceeds from Issuance of Unsecured Debt | $ 650,761 | ||||||||
Polly Paycheck Protection Program Loan [Member] | Don Polly [Member] | |||||||||
Proceeds from Issuance of Unsecured Debt | $ 215,600 | ||||||||
Gain (Loss) on Extinguishment of Debt, Total | 217,000 | ||||||||
Polly Paycheck Protection Program Loan 2 [Member] | Don Polly [Member] | |||||||||
Proceeds from Issuance of Debt | $ 184,200 | ||||||||
Paycheck Protection Program Loan [Member] | |||||||||
Gain (Loss) on Extinguishment of Debt, Total | $ 1,060,000 | ||||||||
EID Loan [Member] | Don Polly [Member] | |||||||||
Proceeds from Issuance of Debt | $ 150,000 | ||||||||
Debt Instrument, Periodic Payment, Total | $ 731 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.75% |
Note 8 - Notes Payable - Notes
Note 8 - Notes Payable - Notes Payable Maturities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Year Ending December 31, 2022 | $ 0 |
Year Ending December 31, 2023 | 0 |
Year Ending December 31, 2024 | 0 |
Year Ending December 31, 2025 | 0 |
Thereafter | 150 |
Total | $ 150 |
Note 9 - Earnings (Loss) Per _3
Note 9 - Earnings (Loss) Per Share Basic and Fully Diluted - Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 30, 2020 | |
Net income (loss) - basic | $ 4,808 | $ (7,187) | |
Reversal of gain due to change in fair value of warrant liability | (3,545) | 0 | |
Net income (loss) - diluted | $ 1,263 | $ (7,187) | |
Weighted average shares outstanding - basic (in shares) | 203,589,531 | 189,844,867 | 189,844,867 |
Diluted stock options (in shares) | 168,309 | 0 | |
Diluted warrants (in shares) | 1,912,544 | 0 | |
Diluted preferred shares (in shares) | 32,016,491 | 0 | |
Weighted average shares outstanding - diluted (in shares) | 237,686,875 | 189,844,867 | 189,844,867 |
Basic earnings (loss) per share (in dollars per share) | $ 0.02 | $ (0.04) | $ (0.04) |
Diluted earnings (loss) per share (in dollars per share) | $ 0.01 | $ (0.04) | $ (0.04) |
Note 9 - Earnings (Loss) Per _4
Note 9 - Earnings (Loss) Per Share Basic and Fully Diluted - Antidilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Anti-dilutive securities (in shares) | 45,380 | 103,484 |
Share-based Payment Arrangement, Option [Member] | ||
Anti-dilutive securities (in shares) | 6,955 | 7,503 |
Convertible Preferred Shares [Member] | ||
Anti-dilutive securities (in shares) | 0 | 55,643 |
Warrant [Member] | ||
Anti-dilutive securities (in shares) | 38,425 | 40,338 |
Note 10 - Stockholders' Equity
Note 10 - Stockholders' Equity (Details Textual) - USD ($) | May 25, 2021 | Mar. 23, 2021 | Mar. 22, 2021 | Apr. 25, 2020 | Apr. 26, 2019 | Dec. 31, 2021 | Dec. 31, 2020 |
Share Exchange, Value Per Share (in dollars per share) | $ 0.44313 | ||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | |||||
Common Stock Dividends, Shares (in shares) | 1,736,501 | ||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Shares Issued, Price Per Share (in dollars per share) | $ 0.44313 | $ 0.853 | |||||
Stock Issued During Period, Shares, New Issues (in shares) | 3,517,000 | ||||||
Proceeds from Issuance of Private Placement | $ 3,000,000 | $ 3,000,000 | $ 27,500,000 | ||||
Private Placement [Member] | |||||||
Stock Issued During Period, Shares, New Issues (in shares) | 3,517,000 | ||||||
Conversion of Series A Preferred Stock to Common Stock [Member] | |||||||
Conversion of Stock, Shares Issued (in shares) | 13,977,000 | 16,925,000 | |||||
Conversion of Stock, Shares Converted (in shares) | 61,937 | 750 | |||||
Series A Preferred Stock [Member] | |||||||
Preferred Stock, Dividend Rate, Percentage | 8.00% | ||||||
Dividends, Total | $ 1,650,000 | $ 1,650,000 | |||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | ||||||
Dividends, Cash, Total | $ 880,000 | ||||||
Series A Preferred Stock [Member] | Dividend Paid [Member] | |||||||
Dividends, Cash, Total | $ 3,000 |
Note 11 - Stock-based Compens_3
Note 11 - Stock-based Compensation (Details Textual) - USD ($) | Mar. 02, 2022 | Dec. 22, 2021 | Nov. 01, 2021 | Apr. 01, 2021 | Feb. 12, 2020 | Apr. 26, 2019 | Dec. 31, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | May 08, 2019 | Jan. 31, 2018 | Oct. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance (in shares) | 7,123,000 | 7,503,000 | 8,013,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares) | 80,000 | 50,000 | |||||||||||
Share-based Payment Arrangement, Expense | $ 552,000 | $ 3,072,000 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | 0 | 0 | |||||||||||
Stock Issued During Period, Shares, Issued for Services (in shares) | 9,000,000 | ||||||||||||
Share Price (in dollars per share) | $ 0.32 | ||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture, Total | $ 2,900,000 | $ 552,000 | $ 1,750,000 | ||||||||||
Common Stock Awards, Unvested (in shares) | 7,100,000 | ||||||||||||
Common Stock Awards, Fair Value Per Share (in dollars per share) | $ 0.32 | ||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures, Total (in shares) | 1,500,000 | ||||||||||||
Shares, Restricted Stock Award, Subject to Annual Forfeiture (in shares) | 750,000 | ||||||||||||
Series B Preferred Stock [Member] | |||||||||||||
Preferred Stock, Convertible, Shares Issuable (in shares) | 6,980,000 | ||||||||||||
Conversion of Membership Units Into Common Stock [Member] | |||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities (in shares) | 71,000 | ||||||||||||
Conversion of Membership Units Into Series B Convertible Preferred Stock [Member] | |||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities (in shares) | 69,815 | ||||||||||||
Share-based Payment Arrangement, Option [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.90% | 0.50% | |||||||||||
Common Stock Awards [Member] | |||||||||||||
Share-based Payment Arrangement, Expense | $ 1,322,000 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 1,638,000 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.44% | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 75.00% | ||||||||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition, Total | (1,638,000) | ||||||||||||
Common Stock [Member] | |||||||||||||
Share-based Payment Arrangement, Expense | $ 376,000 | $ 1,128,000 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year) | 2 years | ||||||||||||
Restricted Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted (in shares) | 1,500,000 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Granted | $ 65,000 | ||||||||||||
The 2013 Stock Incentive Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | 1,200,000 | 200,000 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance (in shares) | 900,000 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number (in shares) | 600,000 | ||||||||||||
The 2019 Omnibus Incentive Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in shares) | 26,072,542 | 11,072,542 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized (in shares) | 15,000,000 | ||||||||||||
Ownership Percentage | 50.30% | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares) | 80,000 | 50,000 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options Grant Date Fair Value | $ 12,000 | $ 5,400 | |||||||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 40,000 | ||||||||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 2 years 8 months 12 days | ||||||||||||
Share-based Payment Arrangement, Expense | $ 151,000 | $ 590,000 | |||||||||||
The 2019 Omnibus Incentive Plan [Member] | Subsequent Event [Member] | |||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures, Total (in shares) | 5,800,000 | ||||||||||||
The 2019 Omnibus Incentive Plan [Member] | Director [Member] | |||||||||||||
Stock Issued During Period, Shares, Issued for Services (in shares) | 250,000 | ||||||||||||
The 2019 Omnibus Incentive Plan [Member] | Share-based Payment Arrangement, Option [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number (in shares) | 600,000 | ||||||||||||
Share-based Payment Arrangement, Accelerated Cost | $ 79,000 | ||||||||||||
The 2019 Omnibus Incentive Plan [Member] | Restricted Stock [Member] | Director [Member] | |||||||||||||
Stock Issued During Period, Shares, Issued for Services (in shares) | 250,000 | ||||||||||||
Stock Issued During Period, Shares Subject to Forfeiture, Increments (in shares) | 125,000 | ||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 12,775 |
Note 11 - Stock-based Compens_4
Note 11 - Stock-based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Outstanding, stock options (in shares) | 7,503 | 8,013 | |
Outstanding, weighted average exercise price (in dollars per share) | $ 0.54 | $ 0.54 | |
Outstanding, weighted average remaining contractual life (Year) | 7 years 6 months | 8 years 6 months | 8 years 6 months |
Outstanding, aggregate intrinsic value | $ 0 | $ 0 | |
Options granted, stock options (in shares) | 80 | 50 | |
Options granted, weighted average exercise price (in dollars per share) | $ 0.44 | $ 0.44 | |
Options granted, weighted average remaining contractual life (Year) | 10 years | 10 years | |
Options forfeited/expired, stock options (in shares) | (460) | (560) | |
Options forfeited/expired, weighted average exercise price (in dollars per share) | $ 0.44 | $ 0.63 | |
Outstanding, stock options (in shares) | 7,123 | 7,503 | 8,013 |
Outstanding, weighted average exercise price (in dollars per share) | $ 0.54 | $ 0.54 | $ 0.54 |
Options vested and exercisable, stock options (in shares) | 5,376 | ||
Options vested and exercisable, weighted average exercise price (in dollars per share) | $ 0.57 | ||
Options vested and exercisable, weighted average remaining contractual life (Year) | 7 years 3 months 18 days | ||
Options vested and exercisable, aggregate instrinsic value | $ 0 |
Note 11 - Stock-based Compens_5
Note 11 - Stock-based Compensation - Fair Value of Options Assumptions (Details) - Share-based Payment Arrangement, Option [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Exercise price (in dollars per share) | $ 0.4431 | $ 0.4431 |
Contractual term (years) (Year) | 6 years | 6 years |
Volatility (annual) | 85.00% | 75.00% |
Risk-free rate | 0.90% | 0.50% |
Dividend yield (per share) | 0.00% | 0.00% |
Note 12 - Commitments and Con_3
Note 12 - Commitments and Contingencies (Details Textual) - USD ($) | Nov. 13, 2020 | Nov. 01, 2019 | Sep. 05, 2018 | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Lease, Expense | $ 566,000 | $ 597,000 | |||
Operating Lease, Liability, Total | 762,000 | ||||
Operating Lease, Right-of-Use Asset | 755,000 | 1,200,000 | |||
C.H. Robinson Worldwide, Inc. v. True Drinks, Inc. [Member] | |||||
Loss Contingency, Damages Sought, Value | $ 121,743 | ||||
Litigation Settlement, Amount Awarded to Other Party | $ 50,000 | ||||
Litigation Settlement, Amount Awarded to Other Party, Installment Payments | $ 25,000 | ||||
Corporate Headquarters Lease [Member] | |||||
Lessee, Operating Lease, Term of Contract (Year) | 5 years | ||||
Lease, Monthly Rent | $ 22,940 | ||||
Operating Lease, Expense | 278,040 | $ 233,264 | |||
Operating Lease, Liability, Total | 762,000 | ||||
Operating Lease, Right-of-Use Asset | $ 755,000 |
Note 12 - Commitments and Con_4
Note 12 - Commitments and Contingencies - Operating Lease Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating lease cost | $ 566 | $ 597 |
Variable lease cost | 0 | 0 |
Operating lease expense | 566 | 597 |
Short-term lease rent expense | 0 | 0 |
Total rent expense | 566 | 597 |
Operating cash flows from operating leases | $ 456 | $ 423 |
Weighted-average remaining lease term – operating leases (in years) (Year) | 2 years 4 months 17 days | 2 years 11 months 26 days |
Weighted-average discount rate – operating leases | 12.00% | 12.00% |
Note 12 - Commitments and Con_5
Note 12 - Commitments and Contingencies - Maturities of Operating Leases (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Year Ending December 31, 2022 | $ 399 |
Year Ending December 31, 2023 | 275 |
Year Ending December 31, 2024 | 206 |
Total | 880 |
Less present value discount | (118) |
Operating lease liabilities as of December 31, 2021 | $ 762 |
Note 13 - Income Taxes (Details
Note 13 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | $ 0 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued, Total | 0 | $ 0 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards, Incurred Before the Closing Date | $ 4,200 | |
Open Tax Year | 2018 2019 2020 2021 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards, Total | $ 6,100 | |
Open Tax Year | 2017 2018 2019 2020 2021 |
Note 13 - Income Taxes - Income
Note 13 - Income Taxes - Income Tax Expense (Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
US Federal, current | $ 110 | $ 0 |
US State, current | 232 | 0 |
Total current provision | 342 | 0 |
US Federal, deferred | 0 | 0 |
US State, deferred | 0 | 0 |
Total deferred benefit | 0 | 0 |
Total provision for income taxes | $ 342 | $ 0 |
Note 13 - Income Taxes - Deferr
Note 13 - Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Bad Debt | $ 47 | $ 119 |
Inventory | 43 | 48 |
Accrued Expenses | 222 | 16 |
Lease liability | 208 | 341 |
Stock-based compensation | 255 | 201 |
Transaction costs | 0 | 0 |
Net operating loss carryovers | 1,224 | 1,835 |
Other | 9 | 3 |
Contribution | 0 | 1 |
Derivatives | 56 | 287 |
Total deferred income tax assets | 2,064 | 2,851 |
ROU assets | (206) | (336) |
Fixed assets | (18) | (56) |
Total deferred income tax liabilities | (224) | (359) |
Net deferred income tax assets | 1,840 | 2,459 |
Valuation allowance | (1,840) | (2,459) |
Deferred tax asset, net of allowance | $ 0 | $ 0 |
Note 13 - Income Taxes - Reconc
Note 13 - Income Taxes - Reconciliations of Federal Statutory Rate to Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statutory federal income tax rate | 21.00% | 21.00% |
Non-taxed loss from VIE | 0.00% | 0.00% |
State taxes, net of federal tax benefit | 3.30% | 5.10% |
Stock compensation, percentage | 10.10% | (3.50%) |
Permanent Items | (4.30%) | (0.10%) |
Section 382 NOL Adjustments | 3.10% | 0.00% |
Derivatives | (11.10%) | (0.70%) |
Return to provision adjustments | (2.20%) | (19.80%) |
Other | (1.30%) | 0.00% |
Changes in valuation allowance | (12.00%) | (2.00%) |
Income taxes provision (benefit) | 6.60% | 0.00% |
Note 13 - Income Taxes - Unreco
Note 13 - Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Gross unrecognized tax benefits, balance | $ 0 | $ 0 |
Increases related to current year positions | 0 | 0 |
Increases related to prior year positions | 32 | 0 |
Decreases related to prior year positions | 0 | 0 |
Expiration of unrecognized tax benefits | 0 | 0 |
Gross unrecognized tax benefits, balance | $ 32 | $ 0 |
Note 14 - Subsequent Events (De
Note 14 - Subsequent Events (Details Textual) - Forecast [Member] - Michael King [Member] - Notes Payable, Other Payables [Member] | Apr. 06, 2022USD ($) |
Debt Instrument, Face Amount | $ 1,000,000 |
Debt Instrument, Required Payment of Principal and Guaranteed Interest | $ 90,000 |