0001213900-25-097503 | 8-K | XBRL Viewer

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Leases (Details) - USD ($) $ in Thousands	12 Months Ended
Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Leases [Line Items]
Cash paid for operating leases	$ 500	$ 1,000
Termination amount	50
Right-of-Use Asset [Member]
Leases [Line Items]
Termination amount	$ 50
Minimum [Member]
Leases [Line Items]
Remaining lease terms	1 year
Maximum [Member]
Leases [Line Items]
Remaining lease terms	4 years

Overview, Basis of Presentation and Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2024

Overview, Basis of Presentation and Significant Accounting Policies [Abstract]

Schedule of Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expenses are recognized using the straight-line method over the estimated useful life of each asset, as follows:

	Estimated Useful Life (Years)
Computer and office equipment		2 to 3
Furniture and fixtures		2
Software		3
Vehicles		5
Research and development of laboratory equipment		5
Machinery and equipment		3 to 5
Trade show assets		3 to 5
Leasehold improvements		Lower of estimated useful life or remaining lease term

Inventory

12 Months Ended

Dec. 31, 2024

Inventory [Abstract]

Inventory

Note 5 — Inventory

Inventories are stated at the lower of cost or net realizable value, with cost principally determined by the weighted-average cost method on a first-in, first-out basis. Such costs include the acquisition cost for raw materials and operating supplies.

Inventory consisted of the following as of December 31, 2024 and December 31, 2023:

	Year Ended December 31,
(In thousands)	2024		2023
Finished goods	$	500	$	—
Inventory, gross		500		—
Inventory reserves		—		—
Total inventory, net	$	500	$	—

Inventory Reserves

The Company establishes an inventory reserve for obsolete, slow moving, and defective inventory. The Company calculates inventory reserves for obsolete, slow moving, or defective items as the difference between the cost of inventory and its estimated net realizable value. The reserves are based upon management’s expected method of disposition. As of December 31, 2024 and 2023, no inventory reserves were required, and no provisions, recoveries, or adjustments were recorded during either year.

Goodwill (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Goodwill [Abstract]
Recognized goodwill	$ 9,713

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147482785/280-10-55-49

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Reference 3: http://www.xbrl.org/2003/role/exampleRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Document And Entity Information	Oct. 08, 2025
Document Information Line Items
Entity Central Index Key	0001800637
Document Type	8-K
Entity Registrant Name	RYTHM, INC.
Entity File Number	001-39946
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	30-0943453
Entity Address, Address Line One	2220 Hicks Road Suite 210
Entity Address, City or Town	Rolling Meadows
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60008
City Area Code	(617)
Local Phone Number	896-5243
Entity Information, Former Legal or Registered Name	Agrify Corporation
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	RYM
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	false
Document Period End Date	Oct. 08, 2025

Related Parties (Tables)

12 Months Ended

Dec. 31, 2024

Related Parties [Abstract]

Schedule of Describes the Net Purchasing (Sales) Activity

The following table describes the net purchasing (sales) activity with entities identified as related parties to the Company:

	Year Ended December 31,
(In thousands)	2024		2023
Green Thumb Industries	$	1	$	—

The following table summarizes net related party payable as of December 31, 2024 and 2023:

	Year Ended December 31,
(In thousands)	2024			2023
Green Thumb Industries	$	(10,487	)	$	—

Intangible Assets - Schedule of Estimated Future Amortization Expense (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Schedule of Estimated Future Amortization Expense [Abstract]
2025	$ 1,151
2026	1,151
2027	1,151
2028	1,151
2029	1,151
Thereafter	3,145
Total	$ 8,900

Related Parties - Schedule of Describes the Net Purchasing (Sales) Activity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Net Purchasing (Sales) Activity [Member]
Schedule of Describes the Net Purchasing (Sales) Activity [Line Items]
Green Thumb Industries	$ 1
Net Related Party Payable [Member]
Schedule of Describes the Net Purchasing (Sales) Activity [Line Items]
Green Thumb Industries	$ (10,487)

Stockholders’ Equity (Deficit) (Details) - USD ($)

1 Months Ended

12 Months Ended

Dec. 12, 2024

Aug. 28, 2024

Aug. 12, 2024

Jun. 30, 2024

May 21, 2024

Feb. 27, 2024

Oct. 18, 2023

Sep. 27, 2024

Dec. 31, 2024

Nov. 20, 2024

Nov. 05, 2024

Aug. 30, 2024

Aug. 14, 2024

Mar. 05, 2024

Feb. 29, 2024

Dec. 31, 2023

Oct. 31, 2023

Jan. 19, 2023

Stockholders’ Equity (Deficit) [Line Items]

Purchase of warrants

949,515

Offering price per share

$ 2.109

Pre-funded warrant price per share

$ 5.685

Issued warrants

525,114

Share price

$ 1

Estimated warrants

$ 31,000

$ 1,600,000

Aggregate purchase of common stock

$ 15,000,000

Purchase of aggregate shares

189,645

Purchase price of common stock, percentage

85.00%

Purchase agreement of exemption purchase notice

$ 400,000

Shares value issued

^[1]

1,952,032

113,416

Common stock par value

^[1]

$ 0.001

Fair value of warrant

$ 3,723,383

Threshold rate

50.00%

Reduction in value

$ 3,100,000

Reclassified to equity

$ 20,770,707

Purchase price

$ 22.3

Purchase warrant

$ 996,000

$ 1,290,000

Other offering expenses

$ 100,000

Prefunded Warrants [Member]

Stockholders’ Equity (Deficit) [Line Items]

Notes payable

$ 11,500,000

Common stock par value

$ 0.001

Fair value of warrant

$ 6,800,000

Threshold rate

50.00%

Warrant [Member]

Stockholders’ Equity (Deficit) [Line Items]

Purchase of warrants

750,000

Exercise price per share

$ 0.001

Fair value of warrant

$ 18,392,143

Purchase warrant

$ 22.2999

Minimum [Member]

Stockholders’ Equity (Deficit) [Line Items]

Purchase of aggregate shares

250,000

Maximum [Member]

Stockholders’ Equity (Deficit) [Line Items]

Purchase of aggregate shares

750,000

Purchase Agreements [Member] | Prefunded Warrants [Member]

Stockholders’ Equity (Deficit) [Line Items]

Shares value issued

203,988

CP Acquisitions [Member]

Stockholders’ Equity (Deficit) [Line Items]

Pre-funded warrant

5,452,288

GIC Acquisition [Member]

Stockholders’ Equity (Deficit) [Line Items]

Pre-funded warrant

1,085,122

Nasdaq Capital Market [Member]

Stockholders’ Equity (Deficit) [Line Items]

Purchase price of common stock, percentage

80.00%

Alexander Capital [Member]

Stockholders’ Equity (Deficit) [Line Items]

Exercise price per share

$ 5.7

Issued warrants

4,482

Exercise price percentage

100.00%

Share price

$ 7.8

Warrants term

5 years

Volatility percentage

128.00%

Risk-free rate percentage

4.32%

Dividend rate

0.00%

Related Party Warrant Issuance [Member]

Stockholders’ Equity (Deficit) [Line Items]

Issued shares

492,204

Notes payable

$ 2,290,000

Fair value of warrant

$ 1,200,000

Stockholders’ Equity (Deficit) [Line Items]

Issued shares

525,114

Common stock par value

$ 0.015

Fair value of warrant

$ 5,600,334

Raymond Chang and I-Tseng Jenny Chan [Member]

Stockholders’ Equity (Deficit) [Line Items]

Common stock upon exercise

383,127

Mack Molding Co. [Member]

Stockholders’ Equity (Deficit) [Line Items]

Warrant issued

50,000

Mack Warrants [Member] | Warrant [Member]

Stockholders’ Equity (Deficit) [Line Items]

Exercise price per share

$ 60

Common Stock [Member]

Stockholders’ Equity (Deficit) [Line Items]

Offering price per share

$ 1

Share price

$ 1

Purchase price of common stock, percentage

93.00%

Purchase agreement of exemption purchase notice

$ 400,000

Issued shares

97,300

Common Stock [Member] | Pre-Funded Warrants [Member]

Stockholders’ Equity (Deficit) [Line Items]

Purchase of warrants

432,700

Common Stock [Member] | Prefunded Warrants [Member]

Stockholders’ Equity (Deficit) [Line Items]

Exercise price per share

$ 0.0001

Common Stock [Member] | Warrant [Member]

Stockholders’ Equity (Deficit) [Line Items]

Shares value issued

189,645

Common Stock [Member] | Alexander Capital [Member] | Pre-Funded Warrants [Member]

Stockholders’ Equity (Deficit) [Line Items]

Purchase of warrants

264,246

Common Stock [Member] | Common Stock to Ionic [Member]

Stockholders’ Equity (Deficit) [Line Items]

Shares value issued

189,645

Private Placement [Member]

Stockholders’ Equity (Deficit) [Line Items]

Exercise price per share

$ 0.015

Purchase price

$ 38.76

Gross proceeds of private placement

$ 25,900,000

Private Placement [Member] | Chief Executive Officer [Member]

Stockholders’ Equity (Deficit) [Line Items]

Issued shares

10,000

Private Placement [Member] | Common Stock [Member]

Stockholders’ Equity (Deficit) [Line Items]

Aggregate shares of common stock

184,000

Offering price per share

$ 5.7

[1]

Periods presented have been adjusted to retroactively reflect the 1-for-20 reverse stock split on July 5, 2023, and for the 1-for-15 reverse stock split on October 8, 2024. Additional information regarding the reverse stock splits may be found in Note 1 - Overview, Basis of Presentation, and Significant Accounting Policies, included in the notes to the consolidated financial statements.

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2024

Net Loss Per Share [Abstract]

Schedule of Basic and Diluted Net Loss Per Share

The components of basic and diluted net loss per share were as follows:

	Year Ended December 31,
(In thousands, except share and per share data)	2024			2023
Numerator:
Net loss from continuing operations	$	(23,229	)	$	(11,931	)
Net loss from discontinued operations	$	(18,517	)	$	(6,719	)
Net loss available for common shareholders	$	(41,746	)	$	(18,650	)
Denominator:
Weighted-average common shares outstanding – basic and diluted		1,020,185			99,391
Net loss per share attributable to Common Stockholders – basic and diluted	$	(40.92	)	$	(187.64	)

Schedule of Anti-Dilutive Shares

The Company excluded the following potential Common Stock equivalents presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to Common Stockholders for the periods indicated because including them would have had an anti-dilutive effect:

	Year Ended December 31,
	2024		2023
Shares subject to outstanding stock options		210		664
Shares subject to unvested restricted stock units		102,867		142
Shares subject to outstanding warrants		7,576,573		358,687
		7,679,650		359,493

Stock-Based Compensation and Employee Benefit Plans - Schedule of Option Activity Under the Company’s Stock Option Plans (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Stock-Based Compensation and Employee Benefit Plans [Abstract]
Options outstanding Opening balance	688	896
Weighted- Average Exercise Price Opening balance	$ 23,938.8	$ 22,770.75
Aggregate Intrinsic Value Opening balance
Options outstanding Forfeited	(449)	(14)
Weighted- Average Exercise Price Forfeited	$ 26,095.64	$ 114.14
Options outstanding Expired	(23)	(194)
Weighted- Average Exercise Price Expired	$ 10,710	$ 792.69
Options outstanding Ending balance	216	688
Weighted- Average Exercise Price Ending balance	$ 18,610.56	$ 23,938.8
Aggregate Intrinsic Value Ending balance
Number of Options, Options vested and exercisable as of December 31, 2024	210
Weighted- Average Exercise Price, Options vested and exercisable as of December 31, 2024	$ 18,725.71
Number of Options, Options vested and expected to vest as of December 31, 2024	216
Weighted- Average Exercise Price, Options vested and expected to vest as of December 31, 2024	$ 18,610.56
Options outstanding Granted
Weighted- Average Exercise Price Granted

Business Combinations

12 Months Ended

Dec. 31, 2024

Business Combinations [Abstract]

Business Combinations

Note 7 — Business Combinations

The Company has determined that the below acquisition is a business combination under ASC 805, Business Combinations. It is accounted for by applying the acquisition method, whereby the assets acquired, and the liabilities assumed are recorded at their fair values with any excess of the aggregate consideration over the fair values of the identifiable net assets allocated to goodwill. Operating results have been included in these consolidated financial statements from the date of the acquisition, December 12, 2024. The resulting goodwill recorded primarily includes the expected synergies resulting from combining the operations of the acquired entity with those of the Company. Supplemental pro forma financial information has not been presented as the impact was not material to the Company’s consolidated financial statements.

Acquisition of Señorita

On December 12, 2024, the Company acquired certain assets from Double or Nothing, the owner and creator of the Señorita brand of hemp-derived THC drinks as part of the Company’s strategic plan to reposition itself as a distributor of hemp-derived THC beverages and similar products. The aggregate consideration exchanged for those assets consisted of 97,300 in Common Stock of Agrify as well as 432,700 pre-funded warrants (collectively the “Shares”) for total non-cash consideration of approximately $18.8 million. In addition, Agrify forgave $0.4 million of debt as part of the consideration exchanged. The fair value of the Shares was based upon the closing price of Agrify’s Common Stock as traded on Nasdaq on the date of the transaction.

The Company prepared a preliminary purchase price allocation for the business combination. The preliminary valuation was based on management’s estimates and assumptions which are subject to change within the purchase price allocation period (generally not more than one year from the acquisition date). The primary areas of the purchase price allocation that are not yet finalized relate to the valuation of the intangible assets acquired and the residual goodwill. Due to the acquisition occurring within close proximity to year-end, access to GAAP financial data and future forecasts were not able to be obtained to complete a final valuation analysis. As such, the intangible and goodwill values are subject to change once additional data becomes available as the values were based on preliminary financial information. The following table summarizes the initial accounting estimates:

Allocation of Purchase Price (in thousands)
Tradenames	$	6,100
Customer Relationships		2,800
Deposits		123
Inventory		500
Goodwill		9,713
Total purchase price	$	19,236

As part of the preliminary purchase accounting, the Company recorded intangible assets of $8.9 million. The preliminary estimates for useful lives of the identified intangibles are 7 years for Tradenames and 10 years for Customer Relationships with a weighted average useful life of 7.94 years.

The Company recorded $18,000 of revenue within the Company’s Consolidated Statements of Operations for the period December 12, 2024, the date of acquisition, through December 31, 2024.

Transaction and related costs, consisting primarily of professional fees, related to the acquisition, totaled approximately $0.3 million for the year ended December 31, 2024. All transaction and related costs were expensed as incurred and are included in general and administrative expense.

Income Taxes - Schedule of Net Pre-Tax Book Income and/or Loss from Continuing and Discontinued Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Schedule of Net Pre-Tax Book Income and/or Loss from Continuing and Discontinued Operations [Abstract]
United States	$ (41,746)	$ (18,650)
Foreign
Total	$ (41,746)	$ (18,650)

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Debt

12 Months Ended

Dec. 31, 2024

Debt [Abstract]

Debt

Note 10 — Debt

The Company’s debt consisted of:

	December 31,
(In thousands)	2024			2023
Related party debt:
CP Acquisitions Junior Secured Note	$	—		$	3,799
GIC Acquisition Note		—			645
Green Thumb Note		10,000			—
Total related party debt		10,000			4,444
Less: current portion		(10,000	)		(4,444	)
Related party debt, net of current	$	—		$	—

Short-term debt:
PPP Loan		518			—
Other Notes Payable - Current		4			—
Total short-term debt	$	522		$	—

Long-term debt:
PPP Loan	$	—		$	518
Other notes payable		1			367
Exchange Note		—			6,669
Convertible Note		—			7,840
Unamortized debt premium		—			1,419
Total long-term debt		1			16,813
Less: current portion		—			(766	)
Long-term debt, net of current	$	1		$	16,047

Exchange Note

On August 18, 2022, the Company issued a promissory note with an original principal amount of $35.0 million (the “Exchange Note”) to High Trail Special Situations LLC (the “Original Lender”). The Exchange Note was a senior secured obligation of the Company and ranked senior to all indebtedness of the Company. The Exchange Note had an original maturity date of August 18, 2025 (the “Original Maturity Date”) and contained a 9.0% annualized interest rate, with interest to be paid monthly, in cash, beginning September 1, 2022. The principal amount of the Exchange Note would be payable on the Original Maturity Date, provided that the Original Lender was entitled to a cash sweep of 20% of the proceeds received by the Company in connection with any equity financing, which will reduce the outstanding principal amount under the Exchange Note.

On March 8, 2023, the Company entered into a Securities Exchange Agreement (the “Exchange Agreement”) with the Original Lender. Pursuant to the Exchange Agreement, at closing the Company prepaid approximately $10.3 million in principal amount under the Exchange Note and exchanged $10.0 million of the remaining principal balance of the Exchange Note for a new senior secured convertible note (the “Convertible Note”) with an original principal amount of $10.0 million. After the closing of the Exchange Agreement, the August 18, 2022 Exchange Note had a remaining balance of $11.7 million. Refer to “Consolidated CP Acquisitions Note” below for subsequent activity related to the balance originating from this note. The following amendments have all been included in the sale of the Cultivation Business. Refer to Note 6 - Discontinued Operations below for subsequent activity related to these amendments.

Convertible Note

In connection with the Exchange Agreement the Company issued the Convertible Note, which bore a 9.0% annualized interest rate, with interest to be paid monthly, in cash, beginning April 1, 2023. The principal amount of the Convertible Note would be payable on the Original Maturity Date, provided that the Original Lender was entitled to a cash sweep of 30% of the proceeds of any at-the-market equity offering and 20% of the proceeds received by the Company in connection with any other equity financing, which would reduce the outstanding principal amount under the Exchange Note or the Convertible Note.

At any time, the Company would prepay all of the Convertible Note by redemption at a price equal to 102.5% of the then-outstanding principal amount under the Convertible Note plus accrued but unpaid interest. The Original Lender had the option of requiring the Company to redeem the Convertible Note (i) on August 19, 2023 or August 19, 2024 at a price equal to the then-outstanding principal amount under the Convertible Note plus accrued but unpaid interest, provided that the redemption right on August 19, 2023 would not be exercisable if the Company raised at least $8.0 million in gross proceeds from equity offerings prior to such date, or (ii) if the Company undergoes a fundamental change (as defined below) at a price equal to 102.5% of the then-outstanding principal amount under the Convertible Note plus accrued but unpaid interest.

The Convertible Note imposed certain customary affirmative and negative covenants upon the Company, as well as covenants that would (i) restrict the Company and its subsidiaries from incurring any additional indebtedness or suffering any liens, subject to specified exceptions, (ii) restrict the ability of the Company and its subsidiaries from making certain investments, subject to specified exceptions, and (iii) restrict the declaration of any dividends or other distributions, subject to specified exceptions. If an event of default under the Convertible Note occurred, the Original Lender can elect to redeem the Convertible Note for cash equal to (A) 115% of the then-outstanding principal amount of the Convertible Note (or such lesser principal amount accelerated by the Original Lender), plus accrued and unpaid interest, including default interest, which accrues at a rate per annum equal to 15% from the date of a default or event of default, or, only in connection with certain events of default, (B) the greater of the amount under clause (A) or the sum of (i) 115% of the product of (a) the conversion rate in effect as of the trading day immediately preceding the date that the Original Lender delivers a notice of acceleration; (b) the total then outstanding principal amount under the Convertible Note (in thousands); and (c) the greater of (1) the highest daily volume weighted average price (“VWAP”) per share of Common Stock occurring during the fifteen consecutive trading days ending on, and including, the trading day immediately before the date the Original Lender delivers such notice and (2) the highest daily VWAP per share of Common Stock occurring during the fifteen consecutive trading days ending on, and including, the trading immediately before the date the applicable event of default occurred and (ii) the accrued and unpaid interest on the Convertible Note.

Until the date the Convertible Note was fully repaid, the Original Lender had, subject to certain exceptions, the right to participate for up to 30% of any offering of debt, equity (other than an offering of solely Common Stock), or equity-linked securities, including without limitation any debt, preferred stock or other instrument or security, of the Company or its subsidiaries.

If the Original Lender elected to convert the Convertible Note, the conversion price per share would be $114.60, subject to customary adjustments for certain corporate events. The conversion of the Convertible Note would be subject to certain customary conditions. The Convertible Note could not be converted into shares of Common Stock if such conversion would result in the Original Lender and its affiliates owning an aggregate of in excess of 4.99% of the then-outstanding shares of Common Stock, provided that upon 61 days’ notice, such ownership limitation may be adjusted by the Original Lender, but in any case, no greater than 9.99%.

The Company evaluated the embedded features in accordance with ASC 815 and determined that the embedded features are not required to be bifurcated and separately measured at fair value.

On April 26, 2023, the Original Lender elected to convert $1.6 million of the remaining outstanding principal amount on the Convertible Note for 10,241 shares of Common Stock of the Company.

On May 1, 2023, the Company entered into a letter agreement with the Original Lender, pursuant to which the Company and the Original Lender agreed to exchange or redeem $2.0 million of the remaining outstanding principal amount under the Exchange Note for a total of 29,679 shares of Common Stock of the Company, subject to a Beneficial Ownership Limitation of 4.99% of the Company’s Common Stock. Due to the Beneficial Ownership Limitation of 4.99%, a total of 4,638 shares of Common Stock of the Company were issued to the Original Lender, with the remaining 25,042 shares held in abeyance until the balance (or portion thereof) may be issued in compliance with such limitations. As a result, the Company recognized a loss on the redemption of approximately $12 thousand. Refer to “Consolidated CP Acquisitions Note” below for subsequent activity related to the balance originating from this note.

CP Acquisitions Junior Secured Note

On October 27, 2023, CP, an entity affiliated with and controlled by the Company’s former chairman and Chief Executive Officer and a former member of the Company’s Board, purchased the Exchange Note and the Convertible Note from the Original Lender (the “Note Purchase”). In connection with the Note Purchase, CP agreed to waive any events of default under the acquired notes through December 31, 2023. As part of the same transaction, the Company issued a junior secured promissory note (the “Junior Secured Note”) to CP. Pursuant to the Junior Secured Note, CP would lend up to $3.0 million to the Company. The Junior Secured Note bore interest at a rate of 10% per annum, would mature in full on December 31, 2023, and could be prepaid without any fee or penalty. On December 4, 2023, CP and the Company amended and restated the Junior Secured Note agreement. Pursuant to the terms of the amendment, the maximum principal amount that may be loaned by CP to the Company was increased to $4.0 million and extended the maturity date thereon to December 31, 2024. Refer to “Consolidated CP Acquisitions Note” below for subsequent activity related to the balance originating from this note.

Convertible Note Forgiveness

On November 30, 2023, CP agreed to forgive $1.0 million of the principal amount outstanding on the Convertible Note (the “Principal Forgiveness”). The Principal Forgiveness was accounted for as a troubled debt restructuring under ASC 470, as 1) the Company was determined to be experiencing financial difficulties as defined by the ASC, and 2) the Principal Forgiveness was deemed a concession by CP. Per ASC 470, a debtor in a troubled debt restructuring involving only modification of terms of a payable (i.e., not involving a transfer of assets or grant of an equity interest) shall account for the effects of the restructuring prospectively from the time of restructuring and shall not change the carrying amount of the payable at the time of the restructuring unless the carrying amount exceeds the total future cash payments specified by the new terms. As the future undiscounted cash flows were greater than or equal to the net carrying value of the original debt, the carrying amount of the debt at the time of the restructuring was not changed.

Consolidated CP Acquisitions Note

On January 25, 2024, the Company and CP consolidated the outstanding principal and interest due under the Junior Secured Note and the Exchange Note as well as the interest due under the Convertible Note into the Convertible Note (collectively, with the Junior Secured Note and the Exchange Note, the “Consolidated Notes”), and amended and restated the Convertible Note under a Senior Secured Amended, Restated, and Consolidated Convertible Note agreement (the “Restated Note”) having a total outstanding principal of $18.3 million (the “New Lender Debt Consolidation”). The Restated Note bore interest at a rate of 10% per annum and would mature in full on December 31, 2025. The Company could redeem all or a portion not less than $5.0 million of principal at any time at a price equal to 102.5% of the redeemed principal amount plus accrued but unpaid interest.

The Restated Note imposed certain customary affirmative and negative covenants upon the Company, as well as covenants that (i) restricted the Company and its subsidiaries from incurring any additional indebtedness or suffering any liens, subject to specified exceptions, (ii) restricted the ability of the Company and its subsidiaries from making certain investments, subject to specified exceptions, and (iii) restricted the declaration of any dividends or other distributions, subject to specified exceptions. If an event of default under the Restricted Note had occurred, then the then outstanding principal and all accrued and unpaid interest on the Restated Note would immediately become due and payable.

If CP elected to convert the Restated Note, the conversion price per share would be $21.90, subject to customary adjustments for certain corporate events. The conversion of the Restated Note would be subject to certain customary conditions. The Restated Note could not be converted into shares of Common Stock if such conversion would result in CP and its affiliates owning an aggregate of in excess of 49.99% of the then-outstanding shares of Common Stock.

Immediately following the execution of the Restated Note, CP elected to convert approximately $3.9 million of outstanding principal into an aggregate of 178,108 shares of Common Stock (the “January Conversion”) having a fair value of approximately $1.7 million. As the January Conversion was exercised by the CP in conjunction and in connection with the New Lender Debt Consolidation, the two transactions combined were considered a modification of the total debt outstanding with CP (the “CP Debt Restructuring”).

The CP Debt Restructuring was accounted for as a troubled debt restructuring under ASC 470, as 1) the Company was determined to be experiencing financial difficulties as defined by the ASC, and 2) the CP Debt Restructuring was deemed to result in a concession by CP. The Company performed a comparison of the undiscounted cash flows associated with the Restated Note subsequent to the CP Debt Restructuring to the carrying value of the Consolidated Notes as of the CP Debt Restructuring date. The net carrying value of the Consolidated Notes was determined to exceed the undiscounted future cash flows of the Restated Note after consideration of the January Conversion by approximately $0.7 million (the “CP Debt Restructuring Excess Carrying Value”). The Restated Note was thus written down to the amount of the undiscounted future cash flows on the Restated Note from the CP Restructuring date to maturity. Further, as CP was a related party of the Company, the CP Debt Restructuring Excess Carrying Value was accounted for as a capital transaction and no gain or loss was recognized related to the restructuring.

Aggregate interest expense related to the CP Acquisitions Note described above was $.1 million for the year ended December 31, 2024. Refer to Note 6 - Discontinued Operations below for subsequent activity as this Note relates to the sale of the Cultivation Business.

GIC Acquisition Note

On July 12, 2023, the Board of Directors of the Company approved the issuance of an unsecured promissory note (the “GIC Note”, and, collectively with the Consolidated Note, the “Related Party Notes”) to GIC Acquisition, LLC (“GIC”), an entity that is owned and managed by the Company’s former Chairman and Chief Executive Officer. Pursuant to the GIC Note, GIC was obligated to lend up to $0.5 million to the Company, $0.3 million of which was delivered at issuance and the remaining $0.2 million delivered on July 31, 2023. The GIC Note bore interest at a rate of 10% per annum, would mature in full on August 6, 2023, and could be prepaid without any fee or penalty. The GIC Note ranked junior to all existing secured indebtedness of the Company. On October 27, 2023, the maturity date of the GIC Note was subsequently amended to December 31, 2024 at which point principal and accrued interest will be repaid in full. Interest expense incurred on the GIC Note amounted to $47.7 thousand for the year ended December 31, 2024. Refer to “Amendment of Related Party Notes” below for subsequent activity related to the balance originating from this note.

Amendment of Related Party Notes

On May 21, 2024, the Company and CP entered into an amendment to the Restated Note (the “Consolidated Note Amendment”), pursuant to which CP Acquisitions could elect, in lieu of shares of Common Stock issuable upon conversion of the Restated Note, to instead receive Pre-Funded Warrants (“Pre-Funded Warrants”). The conversion price applicable to the Pre-Funded Warrants remained unchanged at $21.90.

Immediately following the execution of the Consolidated Note Amendment, CP elected to convert $11.5 million of outstanding principal into a Pre-Funded Warrant exercisable at issuance for up to 525,114 shares of Common Stock having a fair value of approximately $2.9 million (the “CP Warrant Conversion”).

On May 21, 2024, GIC and the Company amended and restated the GIC Note (the “Restated GIC Note”, and, collectively with the Consolidated Note Amendment, the “Related Party Debt Amendments”) to increase the aggregate principal amount to approximately $2.3 million, extend the maturity date to December 31, 2025, and provide that the Restated Junior Note could be converted into Common Stock of the Company or, at GIC’s election, Pre-Funded Warrants, in each case at a conversion price of $4.65.

Immediately following the execution of the Restated GIC Note, GIC elected to convert all of the outstanding principal under the Restated GIC Note into a Pre-Funded Warrant exercisable at issuance for up to 492,204 shares of Common Stock having a fair value of approximately $2.7 million (the “GIC Warrant Conversion”, and, collectively with the CP Warrant Conversion, the “Related Party Warrant Conversions”).

As the Related Party Warrant Conversions were exercised in connection with the Related Party Debt Amendments by CP and GIC, related party lenders under common control (the “Related Party Lenders”), the transactions combined were considered a modification of the total debt outstanding with the related parties (the “Related Party Debt Restructuring”).

The Related Party Debt Restructuring was accounted for as a troubled debt restructuring under ASC 470, as i) the Company was determined to be experiencing financial difficulties as defined by the ASC, and ii) the Related Party Debt Restructuring was deemed to result in a concession by the Related Party Lenders. The Company performed a comparison of the aggregated undiscounted cash flows associated with the Related Party Notes subsequent to the Related Party Debt Restructuring to the aggregate carrying value of the Related Party Notes as of the Related Party Debt Restructuring date. The net carrying value of the Related Party Notes of $10 million was determined to exceed the undiscounted future cash flows of the Related Party Notes as modified by the Related Party Debt Restructuring by approximately $10 million (the “Related Party Debt Restructuring Excess Carrying Value”). The aggregate carrying value of the Related Party Notes was thus written down to the amount of the undiscounted future cash flows on the Related Party Notes from the Related Party Debt Restructuring date to maturity (the “Restructured Related Party Debt”). Further, as the Related Party Lenders are related parties of the Company, the Related Party Debt Restructuring Excess Carrying Value was accounted for as a capital transaction and no gain or loss was recognized related to the restructuring.

The consideration for the sale of the Cultivation Business included the assumption by CP of the Company’s secured indebtedness currently held by CP and included the Consolidated CP Acquisitions Note. The carrying value of the Consolidated CP Acquisitions Note was $0 at December 31, 2024.

CP Acquisitions Promissory Note

On August 14, 2024, the Company issued a junior secured promissory note (the “2024 CP Note”) to CP. Pursuant to the 2024 CP Note, CP Acquisitions would lend up to $1.5 million to the Company. The 2024 CP Note bore interest at a rate of 10% per annum, would mature in full on July 1, 2025, and could be prepaid without any fee or penalty. The note was subsequently amended to lend up to $3.0 million to the Company. The 2024 CP Note was secured by the Company’s assets and ranked junior to existing secured indebtedness of the Company. The 2024 CP Note could be converted into Common Stock of the Company or, at CP Acquisitions’ election, Pre-Funded Warrants with an exercise price of $0.001 per share, in each case at a conversion price of $3.9495.

The consideration for the sale of the Cultivation Business included the assumption by CP of the Company’s secured indebtedness currently held by CP and included the 2024 CP Note. The carrying value of the 2024 CP Note was $0 at December 31, 2024.

Green Thumb Convertible Note

On November 5, 2024, the Company issued a Secured Convertible Note (the “Green Thumb Note”) to RSLGH, LLC (the “Investor”), a subsidiary of Green Thumb Industries Inc. (“Green Thumb”). The Green Thumb Note is a secured obligation of the Company and ranks senior to all indebtedness of the Company except for indebtedness held by CP Acquisitions and Mack. The Green Thumb Note will mature on November 5, 2025 and has a 10.0% annualized interest rate, with interest to be paid on the first calendar day of each September and March while the Green Thumb Note is outstanding, in cash, beginning January 1, 2025. The principal amount of the Green Thumb Note will be payable on the maturity date. The Green Thumb Note provides for advances of up to $20 million in the aggregate, of which $10 million was advanced upon issuance.

The Green Thumb Note imposes certain customary affirmative and negative covenants upon the Company, including covenants relating to corporate existence, indebtedness, liens, distributions, affiliate transactions, and issuance of other notes. If an event of default under the Green Thumb Note occurs, the Investor can elect to redeem the Green Thumb Note for cash equal to the then-outstanding principal amount of the Green Thumb Note (or such lesser principal amount accelerated by the Investor), plus accrued and unpaid interest, including default interest, which accrues at a rate per annum equal to 14% from the date of a default or event of default, or, only in connection with certain events of default.

If the Investor elects to convert the Green Thumb Note, the conversion price per share will be $3.158, subject to customary adjustments for certain corporate events. The conversion of the Green Thumb Note will be subject to certain customary conditions and the receipt of stockholder approval to the extent necessary under Nasdaq listing rules.

Borrowings under the Green Thumb Note during the year ended December 31, 2024 totaled $10 million which are recorded on the Company’s consolidated balance sheets in related party debt. Interest expense incurred on the Green Thumb Note amounted to approximately $156 thousand for the year ended December 31, 2024.

As of December 31, 2024, future minimum principal payments on all debt positions, excluding accrued interest amounts, were as follows:

Years ending December 31 (In thousands)
2025	$	10,522
Total future payments	$	10,522

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
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-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
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-Section 50
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

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

Fair Value Measures

12 Months Ended

Dec. 31, 2024

Fair Value Measures [Abstract]

Fair Value Measures

Note 4 — Fair Value Measures

Fair Values of Assets and Liabilities

In accordance with ASC Topic 820, Fair Value Measurement, the Company measures fair value at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the assumptions that market participants would use in pricing an asset or liability (the inputs) are based on a tiered fair value hierarchy consisting of three levels, as follows:

Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets.

Level 2: Other inputs that are observable directly or indirectly, such as quoted prices for similar instruments in active markets or for similar markets that are not active.

Level 3: Unobservable inputs for which there is little or no market data which require the Company to develop its own assumptions about how market participants would price the asset or liability.

Valuation techniques for assets and liabilities include methodologies such as the market approach, the income approach or the cost approach, and may use unobservable inputs such as projections, estimates and management’s interpretation of current market data. These unobservable inputs are only utilized to the extent that observable inputs are not available or cost-effective to obtain.

At December 31, 2024 and December 31, 2023, the Company’s assets and liabilities measured at fair value on a recurring basis were as follows:

	December 31, 2024								December 31, 2023
	Fair Value Measurements Using Input Types								Fair Value Measurements Using Input Types
(In thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	—		—		—	$	—	$	—		—		—	$	—
Total assets	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Liabilities:
Warrant liabilities - January 2022 warrants	$	—	$	—	$	1	$	1	$	—	$	—	$	1	$	1
Warrant liabilities - March 2022 warrants		—		—		15		15		—		—		7		7
Warrant liabilities - August 2022 warrants		—		—		46		46		—		—		18		18
Warrant liabilities - December 2022 warrants		—		—		934		934		—		—		1,264		1,264
Total liabilities	$	—	$	—	$	996	$	996	$	—	$	—	$	1,290	$	1,290

Fair Value of Financial Instruments

The Company has certain financial instruments which consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, contingent consideration, operating lease liabilities, long-term debt, related party debt, and warrant liabilities. Fair value information for each of these instruments as well as other balances of the Company are as follows:

●

Cash and cash equivalents, accounts payable, and accrued expenses approximate their fair value based on the short-term nature of these instruments.

●

Accounts receivable are presented net of an allowance for estimated credit losses, which approximates fair value.

●

The carrying value of lease liabilities approximates fair value due to the implicit discount rates used in the determination of the lease liabilities being consistent with the Company’s incremental borrowing rates at the time of lease inception and accounting for the duration of the leases.

●

Long-term debt and related party debt, including the debt that has undergone troubled debt restructuring, is carried at amortized cost, dictated by the prevailing market interest rates at the time of each transaction in accordance with ASC Topic 470, Debt (“ASC 470”).

●

The Company’s warrant liabilities are marked-to-market each reporting period with the changes in fair value of warrant liabilities recorded in other income (expense), net in the accompanying consolidated statements of operations until the warrants are exercised. The fair value of the warrant liabilities are estimated using a Black-Scholes option-pricing model.

●

As detailed in Note 12 - Stockholders’ Equity (Deficit), during the year ended December 31, 2024, the Company amended Pre-Funded Warrants that had been issued to a related party such that they again became liability classified. These warrants were marked to fair value upon the execution of this amendment in August 2024. Through an additional amendment executed as of December 31, 2024, the warrants again met the requirements for equity classification and were marked to fair value at the moment of the amendment and then reclassified from liability to equity. The warrants will not be marked to fair value on a recurring basis.

Warrant Liabilities

The estimated fair value of the warrant liabilities as of December 31, 2024 and 2023 is determined using Level 3 inputs. Inherent in a Black-Scholes option-pricing model are assumptions used in calculating the estimated fair values that represent the Company’s best estimate. The volatility rate is determined utilizing the Company’s own share price and the share price of competitors over time.

However, inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different.

The following table summarizes the Company’s assumptions used in the valuations as of December 31, 2024 and 2023:

	January 2022 Warrants			March 2022 Warrants			August 2022 Warrants			December 2022 Warrants
	December 31, 2024
Stock price	$	28.99		$	28.99		$	28.99		$	28.99
Exercise price	$	22,440.00		$	6,450.00		$	3,690.00		$	0.14
Expected term (in Years)		2.08			2.73			3.14			2.97
Volatility		171.00	%		171.00	%		171.00	%		171.00	%
Discount rate - treasury yield		4.27	%		4.27	%		4.27	%		4.27	%

	January 2022 Warrants			March 2022 Warrants			August 2022 Warrants			December 2022 Warrants
	December 31, 2023
Stock price	$	1.26		$	1.26		$	1.26		$	1.26
Exercise price	$	1,496.00		$	430.00		$	246.00		$	3.45
Expected term (in Years)		3.57			4.13			4.13			4.13
Volatility		138.00	%		136.00	%		136.00	%		136.00	%
Discount rate - treasury yield		3.96	%		3.91	%		3.91	%		3.91	%

The following table sets forth a summary of the changes in the fair value of the Level 3 warrant liabilities for the years ended December 31, 2024 and 2023:

	2024			2023
Warrant liabilities - beginning of period	$	1,290		$	5,985
Initial fair value of warrant liabilities		5,601			—
Exercise of warrants		(3,026	)		—
Reclassification of warrant liabilities to equity		(20,771	)		—
Change in estimated fair value		17,902			(4,695	)
Warrant liabilities end of period	$	996		$	1,290

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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+ Details

Segment Reporting

12 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

Segment Reporting

Note 17 — Segment Reporting

The Company operates in one consolidated segment. The Company’s Chief Operating Decision Maker, Benjamin Kovler, Chairman and Interim Chief Executive Officer of the Company reviews net income (loss) of the Company when making resource allocation decisions. Such information is presented in the consolidated statements of operations.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

Discontinued Operations - Schedule of Discontinued Operations (Details) - Cultivation Business [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Current assets:
Accounts receivable, net	$ 318	$ 1,149
Inventory, net	1,079	18,170
Prepaid expenses and other current assets	1,199	3,749
Current assets of discontinued operations	2,596	23,068
Loan receivable, net		11,583
Property and equipment, net	186	7,734
Operating lease right-of-use assets	504	1,803
Other non-current assets	25	141
Non-current assets of discontinued operations	715	21,261
Total assets of discontinued operations	3,311	44,329
Current liabilities:
Accounts payable	1,249	18,699
Accrued expenses and other current liabilities	5,207	9,986
Operating lease liabilities, current	261	599
Related party debt, current
Customer deposits	2,525	4,019
Current liabilities of discontinued operations	9,242	33,303
Operating lease liabilities, net of current	257	1,394
Long-term debt, net of current
Non-current liabilities of discontinued operations	257	1,394
Total liabilities	9,499	34,697
Revenue	10,212	16,868
Cost of goods sold	13,487	11,590
Gross (loss) profit	(3,275)	5,278
Selling, general and administrative	8,748	11,655
Research and development	743	2,295
Gain on settlement of contingent liabilities	(5,935)
(Gain) loss on disposal on property and equipment	(38)	144
Total operating expenses	3,518	14,094
Operating loss from discontinued operations	(6,793)	(8,816)
Other Income (Expense)
Interest expense, net		295
Loss on disposal of Cultivation business	(11,893)
Other income, net	169	1,802
Total other expense	(11,724)	2,097
Net loss from discontinued operations	(18,517)	(6,719)
Income tax effect on discontinued operations
Loss from discontinued operations, net of income taxes	(18,517)	(6,719)
Depreciation and amortization	1,421	1,896
Recovery of credit losses	(336)	(15,261)
Recovery of slow-moving inventory	(747)	(14,823)
Purchases of property and equipment	(4)	(59)
Proceeds from disposal of property and equipment	$ 20	$ 311

Stock Warrants (Tables)

12 Months Ended

Dec. 31, 2024

Stock Warrants [Abstract]

Schedule of Warrant Activity

The following tables present all warrant activity of the Company for the year ended December 31, 2024 and December 31, 2023:

	Number of Warrants			Weighted- Average Exercise Price
Warrants outstanding at January 1, 2023		102,000		$	571.05
Issued		262,353			0.15
Exercised		(5,664	)		—
Canceled		(2	)		—
Warrants outstanding at December 31, 2023		358,687		$	162.45
Issued		8,188,353			0.02
Exercised		(913,350	)		0.12
Canceled		(57,117	)		52.59
Warrants outstanding at December 31, 2024		7,576,573		$	7.30

Debt - Schedule of Future Minimum Principal Payments (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Schedule of Future Minimum Principal Payments [Abstract]
2025	$ 10,522
Total future payments	$ 10,522

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Consolidated Statements of Stockholders’ Equity (Deficit) - USD ($) $ in Thousands	Common Stock	Additional Paid-In- Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2022		$ 237,876	$ (246,917)	$ (9,041)
Balance (in Shares) at Dec. 31, 2022	69,220
Stock-based compensation		2,662		2,662
Issuance of Common Stock and Pre-Funded Warrants through public offering		1,545		1,545
Issuance of Common Stock and Pre-Funded Warrants through public offering (in Shares)	21,539
Issuance of held-back shares to Lab Society
Issuance of held-back shares to Lab Society (in Shares)	33
Issuance of Common Stock to Pure Pressure
Issuance of Common Stock to Pure Pressure (in Shares)	24
Issuance of vested RSUs
Issuance of vested RSUs (in Shares)	1
Exercise of Pre-Funded Warrants
Exercise of Pre-Funded Warrants (in Shares)	5,664
Issuance of equity classified warrants		1,554		1,554
Exchange of private placement debt into equity classified warrants		3,877		3,877
Conversion of Exchange Note		2,146		2,146
Conversion of Exchange Note (in Shares)	4,638
Conversion of Convertible Note		1,172		1,172
Conversion of Convertible Note (in Shares)	10,241
Proceeds from Employee Stock Purchase Plan Shares		25		25
Proceeds from Employee Stock Purchase Plan Shares (in Shares)	167
Reverse stock split fractional share settlement
Reverse stock split fractional share settlement (in Shares)	1,889
Net loss			(18,650)	(18,650)
Balance at Dec. 31, 2023		250,857	(265,567)	(14,710)
Balance (in Shares) at Dec. 31, 2023	113,416
Stock-based compensation		1,165		1,165
Issuance of Common Stock and Pre-Funded Warrants through public offering		2,123		2,123
Issuance of Common Stock and Pre-Funded Warrants through public offering (in Shares)	184,000
Issuance of held-back shares from Sinclair acquisition
Issuance of held-back shares from Sinclair acquisition (in Shares)	39
Cashless exercise of High Trail Warrants
Cashless exercise of High Trail Warrants (in Shares)	208,814
Issuance of vested RSUs, net of shares held back to offset tax
Issuance of vested RSUs, net of shares held back to offset tax (in Shares)	71
Issuance of vested RSUs
Issuance of vested RSUs (in Shares)	72,397
Stock split share adjustment	$ 1	(1)
Stock split share adjustment (in Shares)	(283)
Deemed Contribution from troubled debt restructuring with related party		676		676
Issuance of equity classified Pre-Funded Warrants		6,791		6,791
Excess of related party debt and Pre-Funded Warrants conversion		10,044		10,044
Conversion of related party debt into Pre-Funded Warrants		13,980		13,980
Exercise of Pre-Funded Warrants		1,355		1,355
Exercise of Pre-Funded Warrants (in Shares)	647,373
Issuance of common shares (IONIC Stock Subscription Payable)		345		345
Issuance of common shares (IONIC Stock Subscription Payable) (in Shares)	189,645
Exercise of liability classified warrants, net of forfeitures		1,680		1,680
Exercise of liability classified warrants, net of forfeitures (in Shares)	52,681
Exercise of Placement Agent Warrants		26		26
Exercise of Placement Agent Warrants (in Shares)	4,482
Issuance of Common Stock in connection with private placement, net	$ 1	25,792		25,793
Issuance of Common Stock in connection with private placement, net (in Shares)	203,988
Senorita Acquisition		18,836		18,836
Senorita Acquisition (in Shares)	97,300
Conversion of Convertible Note		1,731		1,731
Conversion of Convertible Note (in Shares)	178,109
Net loss			(41,746)	(41,746)
Balance at Dec. 31, 2024	$ 2	$ 335,400	$ (307,313)	$ 28,089
Balance (in Shares) at Dec. 31, 2024	1,952,032

Inventory (Tables)

12 Months Ended

Dec. 31, 2024

Inventory [Abstract]

Schedule of Inventory

Inventory consisted of the following as of December 31, 2024 and December 31, 2023:

	Year Ended December 31,
(In thousands)	2024		2023
Finished goods	$	500	$	—
Inventory, gross		500		—
Inventory reserves		—		—
Total inventory, net	$	500	$	—

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2024

Income Taxes [Abstract]

Schedule of Net Pre-Tax Book Income and/or Loss from Continuing and Discontinued Operations

For financial reporting purposes, the net pre-tax book income and/or loss from continuing and discontinued operations for the U.S. and foreign entities, in the aggregate, was:

(In thousands)	December 31, 2024			December 31, 2023
United States	$	(41,746	)	$	(18,650	)
Foreign		—			—
Total	$	(41,746	)	$	(18,650	)

Schedule of Income Tax Expense

Income tax expense (benefit) from continuing and discontinued operations consisted of the following for the years ended December 31, 2024 and December 31, 2023:

(In thousands)	December 31, 2024			December 31, 2023
Current:
Federal	$	—		$	—
State		(2	)		2
Foreign		—			—
Subtotal		(2	)		2

Deferred:
Federal		—			—
State		—			—
Foreign		—			—
Subtotal		—			—
Total	$	(2	)	$	2

Schedule of Reconciliation of Effective Tax Rate on Income from Continuing Operations and the Statutory Tax Rate

The reconciliation between the Company’s effective tax rate on income from continuing operations discontinued operations and the statutory tax rate for the years ended December 31, 2024 and December 31, 2023 is as follows:

(In thousands)	December 31, 2024			December 31, 2023
Current tax at U.S. statutory rate	$	(8,767	)	$	(3,925	)
Nondeductible/nontaxable items		3,336			(336	)
State taxes		(872	)		(458	)
Rate change		(717	)		1,613
True-up and other		1,383			2,621
Valuation allowance		5,635			487
Income tax expense (benefit)	$	(2	)	$	2

Schedule of Deferred Tax Assets and Liabilities

The following items comprise the Company’s net deferred tax assets and liabilities as of December 31, 2024 and December 31, 2023:

(In thousands)	December 31, 2024			December 31, 2023
Deferred tax assets:
Net operating loss carryforward	$	48,662		$	35,491
Accruals, reserves, and other		4,422			11,559
Stock-based compensation		442			706
Research and development tax credit carryforward		—			—
Lease liability		126			464
Fixed assets		116			246
Intangible assets		3,475			3,104
Capitalized sec. 174 R&E		1,731			2,068
Credits		1,221			—
Uncertain tax positions		(1,221	)		—
Total Deferred Tax Asset		58,974			53,638

Valuation allowance		(58,852	)		(53,219	)
Deferred income tax assets, net of Valuation Allowance		122			419

Deferred tax liabilities:
Right-of-Use Asset		(122	)		(419	)
Total Deferred Tax Liability		(122	)		(419	)

Net Deferred Tax Asset/(Liability)	$	—		$	—

Schedule of Net Operating Loss Carryforwards

Such limitations may result in a reduction of the amount of net operating loss carryforwards in future years and possibly the expiration of certain net operating loss carryforwards before their utilization.

(In thousands)	December 31, 2024		December 31, 2023
Jurisdiction	NOL Available		NOL Available
Federal	$	675	$	675
Federal - Indefinite		196,903		143,552
Subtotal - Federal		197,578		144,227

State		115,846		85,245
State - Indefinite		12,814		8,038
Subtotal - State		128,660		93,283

Foreign		—		—
Foreign - Indefinite		—		—
Subtotal - Foreign	$	—	$	—

Schedule of Our Unrecognized Tax Benefits

The following table summarizes the activity related to our unrecognized tax benefits (in thousands):

(In thousands)	Year ended December 31, 2024
Unrecognized benefit – beginning of period	$	—
Prior period tax position increases		1,100
Current period tax position increases		91
Unrecognized benefit – end of period	$	1,191

Income Taxes - Schedule of Net Operating Loss Carryforwards (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Federal [Member]
Schedule of Net Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards, Federal	$ 675	$ 675
Federal - Indefinite [Member]
Schedule of Net Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards, Federal	196,903	143,552
Subtotal - Federal [Member]
Schedule of Net Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards, Federal	197,578	144,227
State [Member]
Schedule of Net Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards, State	115,846	85,245
State - Indefinite [Member]
Schedule of Net Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards, State	12,814	8,038
Subtotal - State [Member]
Schedule of Net Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards, State	128,660	93,283
Foreign [Member]
Schedule of Net Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards, Foreign
Foreign - Indefinite [Member]
Schedule of Net Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards, Foreign
Subtotal - Foreign [Member]
Schedule of Net Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards, Foreign

Supplemental Consolidated Balance Sheet Information - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Schedule of Prepaid Expenses and Other Current Assets [Abstract]
Other receivables	$ 170	$ 34
Prepaid insurance	86	454
Prepaid expenses, other	142	19
Total prepaid expenses and other current assets	$ 398	$ 507

Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Income Taxes [Line Items]
Federal operating loss carryforwards	$ 197,600
State operating loss carryforwards	$ 128,700
Percentage of limitation on taxable income	80.00%
Unrecognized tax benefits	$ 1,191
Federal [Member]
Income Taxes [Line Items]
Federal operating loss carryforwards	675	675
Federal net operating loss carryforwards begin expiring	700
Federal net operating loss carryforwards indefinite life	196,900
State [Member]
Income Taxes [Line Items]
State operating loss carryforwards	115,846	$ 85,245
Federal net operating loss carryforwards begin expiring	115,800
Federal net operating loss carryforwards indefinite life	$ 12,800

Revenue

12 Months Ended

Dec. 31, 2024

Revenue [Abstract]

Revenue

Note 2 — Revenue

Revenue

We generate revenue from hemp-derived beverage sales.

The following table provides the Company’s revenue from continuing operations disaggregated by the timing of revenue recognition:

	Year Ended December 31,
(In thousands)	2024		2023
Transferred at a point-in-time	$	18	$	—
Total revenue	$	18	$	—

The following table provides the Company’s revenue from continuing operations disaggregated by revenue type:

	Year Ended December 31,
(In thousands)	2024		2023
Hemp-derived beverages	$	18	$	—
Total revenue	$	18	$	—

In accordance with ASC 606, the Company is required to include disclosure on its remaining performance obligations as of the end of the current reporting period. Due to the nature of the Company’s contracts, these reporting requirements are not applicable because the majority of the Company’s remaining contracts meet certain exemptions as defined in ASC 606 through 606, including (i) performance obligation is part of a contract that has an original expected duration of one year or less and (ii) the right to invoice practical expedient.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
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-Paragraph 15
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org/606/tableOfContent

+ Details

Discontinued Operations (Details) - USD ($) $ in Millions	12 Months Ended
Discontinued Operations (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Cultivation Business Discontinued Operations [Member]
Discontinued Operations [Line Items]
Accrued interest	$ 7.0
Net loss from discontinued operations		$ 6.7
Discontinued Operations, Disposed of by Sale [Member]
Discontinued Operations [Line Items]
Loss on Disposal	11.9
Net loss from discontinued operations	$ 6.6

- Definition

Amount after tax of income (loss) from a discontinued operation including the portion attributable to the noncontrolling interest. Includes, but is not limited to, the income (loss) from operations during the phase-out period, gain (loss) on disposal, gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and adjustments to a prior period gain (loss) on disposal.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(12))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477349/740-270-45-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Stockholders’ Equity (Deficit)

12 Months Ended

Dec. 31, 2024

Stockholders’ Equity (Deficit) [Abstract]

Stockholders’ Equity (Deficit)

Note 12 — Stockholders’ Equity (Deficit)

Public Offerings

On February 27, 2024, the Company entered into a placement agency agreement (the “Agency Agreement”) with Alexander Capital, LP (“Alexander Capital”) as placement agent (the “Placement Agent”), pursuant to which the Company agreed to issue and sell an aggregate of 184,000 shares of its Common Stock, and, in lieu of Common Stock to certain investors that so chose, Pre-Funded Warrants to purchase 264,246 shares of its Common Stock (the “S-1 Offering”). The public offering price for each share of Common Stock was $5.70, and the offering price for each Pre-Funded Warrant is $5.685, which equals the public offering price per share of the Common Stock, less the $0.015 per share exercise price of each Pre-Funded Warrant.

The Company issued 4,482 warrants to purchase Common Stock to Alexander Capital (the “Placement Agents Warrants”). The Placement Agents Warrants were classified as equity and recorded under additional paid-in capital in the consolidated balance sheets. The Placement Agents Warrants have a five-year term and exercise price of 100% of the offering price, and are subject to adjustment for stock splits, reverse stock splits, stock dividends, and similar transactions. The Placement Agents Warrants will be exercisable on a cash basis, unless there is not an effective registration statement covering the issuance of the shares issuable upon exercise of the Placement Agents Warrants or if shareholder approval for the full exercise of the Placement Agents Warrants are not received, in which case the Placement Agents Warrants will also be exercisable on a cashless exercise basis at Alexander Capital’s election.

The measurement of fair value of the Placement Agents Warrants were determined utilizing a Black-Scholes model considering all relevant assumptions as of the date of issuance (i.e., share price of $7.80, exercise price of $5.70, term of five years, volatility of 128%, risk-free rate of 4.32%, and expected dividend rate of 0%). The grant date fair value of these Placement Agents Warrants was estimated to be $31 thousand on February 27, 2024, and is reflected within additional paid-in capital as of December 31, 2024.

Equity Line of Credit Facility

On August 28, 2024, the Company entered into a purchase agreement (the “Ionic Agreement”) and a registration rights agreement with Ionic Ventures, LLC (“Ionic”), pursuant to which Ionic committed to purchase up to an aggregate of $15.0 million of the Company’s Common Stock, subject to certain limitations, from time to time and at our sole discretion over the 36-month term of the Ionic Agreement.

From and after the date the registration statement relating to the resale of the shares sold to Ionic was declared effective, November 5, 2024, the Company may from time to time on any business day, by written notice delivered by the Company to Ionic, direct Ionic to purchase between $250,000 and $750,000 of shares of Common Stock on such business day, at a purchase price per share that will be equal to 93% (or 80% if the Common Stock is not then trading on the Nasdaq Capital Market) of the lowest daily VWAP over a specified measurement period beginning after the delivery of the purchase notice, as described further in the Purchase Agreement (each, a “Regular Purchase”). The Ionic Agreement also permitted the Company to deliver an exemption purchase notice for $400,000 on the date of signing, with the shares so purchased to be delivered following the Commencement Date, and the Company delivered an exemption purchase notice for $400,000 for the purchase by Ionic of 189,645 shares of Common Stock. On November 5, 2024, the Company issued 189,645 shares of Common Stock to Ionic. The Company will control the timing and amount of any sales of Common Stock to Ionic pursuant to the Ionic Agreement. Ionic has no right to require the Company to sell any shares of Common Stock to Ionic, but Ionic is obligated to make purchases as the Company directs, subject to certain conditions.

Related Party Warrant Issuance

On May 21, 2024, in connection with the Consolidated Note Amendment, the Company issued 492,204 and 525,114 Pre-Funded Warrants to GIC Acquisitions and CP (the “Related Party Pre-Funded Warrants”), respectively, in exchange of notes payable amounting approximately to $2.29 million and $11.5 million, respectively. The Related Party Pre-Funded Warrants can be used to purchase Company’s Common Stock with par value of $0.001 at an exercise price of $0.015. The Related Party Pre-Funded Warrants have been identified as freestanding financial instruments and were determined not to be indexed to the Company’s own stock. Accordingly, the Warrants are precluded from being classified within equity and classified as a liability with subsequent changes in fair value recognized each reporting period in earnings. The fair value of the Related Party Pre-Funded Warrants on the issuance date was $5,600,334 determined as the intrinsic value.

On June 30, 2024, the Company executed an amendment to the Related Party Pre-Funded Warrants, pursuant to which the Company revised certain provisions of the Related Party Pre-Funded Warrants to (i) remove the adjustment to the exercise price of the Related Party Pre-Funded Warrants when there is a bona fide equity financing with the primary purpose of raising capital (the “Adjustment Provisions”) and (ii) increase the threshold for a change of control from 50% to greater than 50%. The classification of the Related Party Pre-Funded Warrants was reassessed upon the modification and the Related Party Pre-Funded Warrants were determined to meet all of the additional requirements for equity classification. Accordingly, as of June 30, 2024, the Company remeasured the Related Party Pre-Funded Warrants to its fair value immediately prior to the modification and recognized the change in fair value of approximately $1.2 million in earnings. The Company then reclassified the Pre-Funded Warrant liability to stockholders’ equity at its post-modification fair value of $6.8 million.

On August 12, 2024, the stockholders of the Company approved a proposal to amend the Related Party Pre-Funded Warrants to add the Adjustment Provisions at a future date. Pursuant to that approval, on August 28, 2024, the Company entered into amendments to the Related Party Pre-Funded Warrants to insert the Adjustment Provisions. This resulted in a reassessment of the Related Party Pre-Funded Warrants such that they no longer met the requirements for equity classification and became classified as liabilities. They were remeasured to their fair value upon modification, resulting in a reduction in value of approximately $3.1 million. The fair value, as of August 28, 2024, of $3,723,383 was reclassified to a warrant liability. As a result of the warrant amendments and the subsequent issuance of 189,645 shares of Common Stock to Ionic at an effective purchase price of $2.109 per share of Common Stock, the number of shares of Common Stock underlying the Related Party Pre-Funded Warrant held by CP was adjusted to 5,452,288 and the number of shares of Common Stock underlying the Related Party Pre-Funded Warrant held by GIC Acquisition was adjusted to 1,085,122. On August 30, 2024, CP partially exercised its Pre-Funded Warrant and entities affiliated with Raymond Chang and I-Tseng Jenny Chan received an aggregate of 383,127 shares of Common Stock upon the exercise.

On September 27, 2024, the Company executed an amendment to the Related Party Pre-Funded Warrants to remove the Adjustment Provisions. Accordingly, the Related Party Pre-Funded Warrants met the requirements for equity classification. The amendment also included a provision preventing the holders from any additional exercise of either of the Related Party Pre-Funded Warrants at any time between September 27, 2024 and October 9, 2024. They were remeasured to their fair value upon modification resulting in an increase to the fair value of $18,392,143. The fair value as of September 27, 2024 of $20,770,707 was reclassified to equity.

PIPE

On November 20, 2024, the Company entered into Securities Purchase Agreements with institutional investors and other accredited investors for the sale by the Company of 203,988 shares (the “Shares”) of Common Stock, and pre-funded warrants (the “November 2024 Warrants”) to purchase up to an aggregate of 949,515 shares of Common Stock, in a private placement offering. The purchase price for one share of Common Stock is $22.30 and the purchase price for one November 2024 Warrant is $22.2999.

Each Pre-Funded Warrant is exercisable into one share of Common Stock at a price per share of $0.0001 (as adjusted from time to time in accordance with the terms thereof) and will expire when such November 2024 Warrant is fully exercised.

Benjamin Kovler, Chairman and Interim Chief Executive Officer of the Company, participated in the private placement to purchase 10,000 shares of Common Stock on the same terms as other investors except for a purchase price of $38.76.

The gross proceeds to the Company from the private placement were approximately $25.9 million, before deducting the placement agent’s fees and other offering expenses of approximately $0.1 million.

The November 2024 Warrants were classified as a component of stockholders’ equity. They are immediately exercisable and permit the holders to receive a fixed number of shares of Common Stock upon exercise. In addition, such warrants do not provide any guarantee of value or return.

Mack Warrants

In October 2023, the Company issued 50,000 warrants to Mack Molding Co. in conjunction with the Modification and Settlement Agreement (the “Mack Warrants”). The warrants have a three-year term and an exercise price of $60.00 per share, and are subject to adjustment for stock splits, reverse stock splits, stock dividends, and similar transactions. The Mack Warrants will be exercisable on a cash basis, unless there is not an effective registration statement covering the resale of the shares issuable upon exercise of the warrants or if shareholder approval for the full exercise of the warrants are not received, in which case the Mack Warrant will also be exercisable on a cashless exercise basis at the Investor’s election.

The measurement of fair value of the Mack Warrants were determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance. The grant date fair value of these Investor Warrants was estimated to be $1.6 million on October 18, 2023 and is reflected within additional paid-in capital as of December 31, 2023. These warrants were terminated a part of the December 16, 2024 settlement.

- Definition

The entire disclosure for equity.

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 505
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-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

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

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

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

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

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

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

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

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

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

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

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

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

+ Details

Consolidated Statements of Operations - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2024

Dec. 31, 2023

Income Statement [Abstract]

Revenue

$ 18

Cost of goods sold

Gross loss

(71)

Selling, general and administrative

7,182

11,485

Change in contingent consideration

(2,180)

(1,322)

Total operating expenses

5,002

10,163

Operating loss from continuing operations

(5,073)

(10,163)

Interest expense, net

(256)

(2,148)

Change in fair value of warrant liabilities

(17,902)

4,695

Loss on extinguishment of long-term debt, net

(4,311)

Other expense, net

(2)

Total other (expense) income, net

(18,158)

(1,766)

Loss from continuing operations before income taxes

(23,231)

(11,929)

Income tax benefit (expense)

(2)

Loss from continuing operations, net of income taxes

(23,229)

(11,931)

Loss from discontinued operations

(6,624)

(6,719)

Loss on disposal of Cultivation business

(11,893)

Income tax effect on discontinued operations

Loss from discontinued operations, net of income taxes

(18,517)

(6,719)

Net loss

$ (41,746)

$ (18,650)

Net loss per share:

Continuing operations (in Dollars per share)

$ (22.77)

$ (120.04)

Continuing operations diluted (in Dollars per share)

(22.77)

(120.04)

Discontinued operations (in Dollars per share)

(18.15)

(67.6)

Discontinued operations diluted (in Dollars per share)

(18.15)

(67.6)

Net loss per share attributable to Common Stockholders – basic (in Dollars per share)

^[1]

(40.92)

(187.64)

Net loss per share attributable to Common Stockholders – diluted (in Dollars per share)

^[1]

$ (40.92)

$ (187.64)

Weighted average common shares outstanding - basic (in Shares)

^[1]

1,020,185

99,391

Weighted average common shares outstanding - diluted (in Shares)

^[1]

1,020,185

99,391

[1]

Periods presented have been adjusted to retroactively reflect the 1-for-20 reverse stock split on July 5, 2023, and for the 1-for-15 reverse stock split on October 8, 2024. Additional information regarding reverse stock splits may be found in Note 1 - Overview, Basis of Presentation, and Significant Accounting Policies, included elsewhere in the notes to the consolidated financial statements.

Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2024

Intangible Assets [Abstract]

Schedule of Intangible Assets

As of December 31, 2024, intangible assets were comprised of the following:

(In thousands)	Estimated Useful Life in Years		Net Book Value at December 31, 2024
Customer Relationships		10	$	2,800
Tradenames		7		6,100
			$	8,900

Schedule of Estimated Future Amortization Expense

The estimated future amortization expense for the next five years and thereafter based on the preliminary purchase price allocation is as follows:

Years ending December 31 (In thousands)	Future Amortization Expense
2025	$	1,151
2026		1,151
2027		1,151
2028		1,151
2029		1,151
Thereafter		3,145
Total	$	8,900

Intangible Assets

12 Months Ended

Dec. 31, 2024

Intangible Assets [Abstract]

Intangible Assets

Note 8 — Intangible Assets

As of December 31, 2024, intangible assets were comprised of the following:

(In thousands)	Estimated Useful Life in Years		Net Book Value at December 31, 2024
Customer Relationships		10	$	2,800
Tradenames		7		6,100
			$	8,900

As of December 31, 2023, the Company did not have any intangible assets.

The estimated future amortization expense for the next five years and thereafter based on the preliminary purchase price allocation is as follows:

Years ending December 31 (In thousands)	Future Amortization Expense
2025	$	1,151
2026		1,151
2027		1,151
2028		1,151
2029		1,151
Thereafter		3,145
Total	$	8,900

Amortization expense recorded in general and administrative expense in the consolidated statements of operations was immaterial for the years ended December 31, 2024, and 2023.

Leases

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

Leases

Note 11 — Leases

The determination if any arrangement contained a lease at its inception was done based on whether or not the Company has the right to control the asset during the contract period. The lease term was determined assuming the exercise of options that were reasonably certain to occur. Leases with an original lease term of 12 months or less at inception were not reflected in the Company’s consolidated balance sheet and those lease costs are expensed on a straight-line basis over the respective term. Leases with a term greater than 12 months were reflected as non-current right-of-use assets and current and non-current lease liabilities in the Company’s consolidated balance sheets.

As the implicit interest rate in its leases was generally not known, the Company used its incremental borrowing rate as the discount rate for purposes of determining the present value of its lease liabilities. The Company’s incremental borrowing rate was determined using the interest rate on a long-term debt position entered into at approximately the same time and for the same duration as the lease.

The Company had several non-cancelable finance leases for machinery and equipment, all of which ended or were terminated during 2023. As of December 31, 2024, the Company had no active finance leases.

When a contract contained lease and non-lease elements, both were accounted for as a single lease component.

The Company has several non-cancellable operating leases for corporate offices, warehouses, showrooms, research and development facilities and vehicles. The Company’s leases have remaining lease terms of one year to four years, some of which include options to extend. Some leases include payment for communal area maintenance associated with the property. Cash paid for operating leases during the years ended December 31, 2024 and 2023 were $0.5 million and $1.0 million, respectively.

During the year ended December 31, 2024, one of the Company’s leased assets was sold by the lessor to another counterparty, effectively cancelling the remainder of the lease with the Company. There were no penalties arising from the cancellation. The Company recognized a gain on early termination in the amount of $50 thousand within loss from discontinued operations in the period, calculated as the difference between the remaining right-of-use asset and lease liability at the time of termination.

As of December 31, 2024 and 2023, the Company did not have any operating leases related to continuing operations. As such, no operating lease costs, weighted average remaining lease term, weighted average discount rate, or cash paid for operating leases are presented for continuing operations for the year ended December 31, 2024 and 2023. As of December 31, 2024, there is no future lease payment related to continuing operations.

Supplemental Consolidated Balance Sheet Information (Tables)

12 Months Ended

Dec. 31, 2024

Supplemental Consolidated Balance Sheet Information [Abstract]

Schedule of Accounts Receivable

Accounts receivable consisted of the following as of December 31, 2024 and December 31, 2023:

	Year Ended December 31,
(In thousands)	2024		2023
Accounts receivable, gross	$	30	$	—
Less allowance for credit losses		—		—
Accounts receivable, net	$	30	$	—

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following as of December 31, 2024 and December 31, 2023:

	Year Ended December 31,
(In thousands)	2024		2023
Other receivables	$	170	$	34
Prepaid insurance		86		454
Prepaid expenses, other		142		19
Total prepaid expenses and other current assets	$	398	$	507

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following as of December 31, 2024 and December 31, 2023:

	Year Ended December 31,
(In thousands)	2024		2023
Litigation reserve	$	1,628	$	8
Compensation related fees		1,112		130
Accrued professional fees		802		202
Accrued consulting fees		383		6
Accrued interest expense		161		321
Sales tax payable		4		2
Total accrued expenses and other current liabilities	$	4,090	$	669

Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands

12 Months Ended

Dec. 31, 2024

Dec. 31, 2023

Numerator:

Net loss from continuing operations

$ (23,229)

$ (11,931)

Net loss from discontinued operations

(18,517)

(6,719)

Net loss available for common shareholders

$ (41,746)

$ (18,650)

Denominator:

Weighted-average common shares outstanding – basic (in Shares)

^[1]

1,020,185

99,391

Weighted-average common shares outstanding – diluted (in Shares)

^[1]

1,020,185

99,391

Net loss per share attributable to Common Stockholders – basic (in Dollars per share)

^[1]

$ (40.92)

$ (187.64)

Net loss per share attributable to Common Stockholders – diluted (in Dollars per share)

^[1]

$ (40.92)

$ (187.64)

[1]

Periods presented have been adjusted to retroactively reflect the 1-for-20 reverse stock split on July 5, 2023, and for the 1-for-15 reverse stock split on October 8, 2024. Additional information regarding reverse stock splits may be found in Note 1 - Overview, Basis of Presentation, and Significant Accounting Policies, included elsewhere in the notes to the consolidated financial statements.

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-4

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 5
-Subparagraph (SAB Topic 6.B)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-5

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147482662/260-10-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-10

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-11

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
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-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B

+ Details

Related Parties

12 Months Ended

Dec. 31, 2024

Related Parties [Abstract]

Related Parties

Note 19 — Related Parties

Some of the officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available.

The following table describes the net purchasing (sales) activity with entities identified as related parties to the Company:

	Year Ended December 31,
(In thousands)	2024		2023
Green Thumb Industries	$	1	$	—

The following table summarizes net related party payable as of December 31, 2024 and 2023:

	Year Ended December 31,
(In thousands)	2024			2023
Green Thumb Industries	$	(10,487	)	$	—

On July 12, 2023, the Company issued an unsecured promissory note in favor of GIC, an entity that is owned and managed by the Company’s former Chairman and Chief Executive Officer.

On October 27, 2023, CP, an entity affiliated with and controlled by former Company’s Chairman and Chief Executive Officer, purchased the Exchange Note and the Convertible Note. In addition, the Company issued to CP a Junior Secured Note. Refer to Note 10 - Debt for further disclosure related to this Related Party Note including related transactions occurring during the years ended December 31, 2024 and 2023.

Green Thumb Convertible Note

On November 5, 2024, the Company issued the Green Thumb Note to Investor. For further discussion on the note, refer to Note 10.

In addition to the Note, the related party shared services agreement charges are included in the $10,487 balance.

- Definition

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

+ References

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

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

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

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
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-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

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

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

Fair Value Measures - Schedule of Changes in the Fair Value of the Level 3 Warrant Liabilities (Details) - January 2022 Warrants [Member] - Level 3 [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Schedule of Changes in the Fair Value of the Level 3 Warrant Liabilities [Line Items]
Warrant liabilities - beginning of period	$ 1,290	$ 5,985
Initial fair value of warrant liabilities	5,601
Exercise of warrants	(3,026)
Reclassification of warrant liabilities to equity	(20,771)
Change in estimated fair value	17,902	(4,695)
Warrant liabilities end of period	$ 996	$ 1,290

Overview, Basis of Presentation and Significant Accounting Policies (Details)

12 Months Ended

Oct. 08, 2024

Dec. 01, 2023

USD ($)

Jul. 05, 2023

Mar. 30, 2023

USD ($)

Jan. 19, 2023

Days

$ / shares

Jan. 19, 2023

$ / shares

Dec. 31, 2024

USD ($)

$ / shares

Dec. 31, 2023

USD ($)

$ / shares

Aug. 28, 2024

$ / shares

Mar. 05, 2024

$ / shares

Overview, Basis of Presentation and Significant Accounting Policies [Line Items]

Reverse stock split

1-for-15

1-for-20

Number of business days

Bid price of common stock

$ 1

Stockholders’ deficit | $

$ 2,500,000

$ 17,170,000

Bid price per share

$ 2.109

Common stock, par value

^[1]

$ 0.001

Product warranties | $

$ 47,000

Product warranties | $

$ 100,000

Customer Concentration Risk [Member] | One Customer [Member] | Revenue Benchmark [Member]

Overview, Basis of Presentation and Significant Accounting Policies [Line Items]

Concentration risk percentage

100.00%

Customer Concentration Risk [Member] | One Customer [Member] | Accounts Receivable [Member]

Overview, Basis of Presentation and Significant Accounting Policies [Line Items]

Concentration risk percentage

100.00%

Common Stock [Member]

Overview, Basis of Presentation and Significant Accounting Policies [Line Items]

Bid price of common stock

$ 1

Bid price per share

$ 1

[1]

Debt (Tables)

12 Months Ended

Dec. 31, 2024

Debt [Abstract]

Schedule of Debt

The Company’s debt consisted of:

	December 31,
(In thousands)	2024			2023
Related party debt:
CP Acquisitions Junior Secured Note	$	—		$	3,799
GIC Acquisition Note		—			645
Green Thumb Note		10,000			—
Total related party debt		10,000			4,444
Less: current portion		(10,000	)		(4,444	)
Related party debt, net of current	$	—		$	—

Short-term debt:
PPP Loan		518			—
Other Notes Payable - Current		4			—
Total short-term debt	$	522		$	—

Long-term debt:
PPP Loan	$	—		$	518
Other notes payable		1			367
Exchange Note		—			6,669
Convertible Note		—			7,840
Unamortized debt premium		—			1,419
Total long-term debt		1			16,813
Less: current portion		—			(766	)
Long-term debt, net of current	$	1		$	16,047

Schedule of Future Minimum Principal Payments

As of December 31, 2024, future minimum principal payments on all debt positions, excluding accrued interest amounts, were as follows:

Years ending December 31 (In thousands)
2025	$	10,522
Total future payments	$	10,522

Fair Value Measures - Schedule of Company’s Assumptions Used in the Valuations (Details)	Dec. 31, 2024	Dec. 31, 2023
Stock price [Member] \| January 2022 Warrants [Member]
Class of Warrant or Right [Line Items]
Measurement input type	28.99	1.26
Stock price [Member] \| March 2022 Warrants [Member]
Class of Warrant or Right [Line Items]
Measurement input type	28.99	1.26
Stock price [Member] \| August 2022 Warrants [Member]
Class of Warrant or Right [Line Items]
Measurement input type	28.99	1.26
Stock price [Member] \| December 2022 Warrants [Member]
Class of Warrant or Right [Line Items]
Measurement input type	28.99	1.26
Exercise price [Member] \| January 2022 Warrants [Member]
Class of Warrant or Right [Line Items]
Measurement input type	22,440	1,496
Exercise price [Member] \| March 2022 Warrants [Member]
Class of Warrant or Right [Line Items]
Measurement input type	6,450	430
Exercise price [Member] \| August 2022 Warrants [Member]
Class of Warrant or Right [Line Items]
Measurement input type	3,690	246
Exercise price [Member] \| December 2022 Warrants [Member]
Class of Warrant or Right [Line Items]
Measurement input type	0.14	3.45
Expected term (in Years) [Member] \| January 2022 Warrants [Member]
Class of Warrant or Right [Line Items]
Measurement input type	2.08	3.57
Expected term (in Years) [Member] \| March 2022 Warrants [Member]
Class of Warrant or Right [Line Items]
Measurement input type	2.73	4.13
Expected term (in Years) [Member] \| August 2022 Warrants [Member]
Class of Warrant or Right [Line Items]
Measurement input type	3.14	4.13
Expected term (in Years) [Member] \| December 2022 Warrants [Member]
Class of Warrant or Right [Line Items]
Measurement input type	2.97	4.13
Volatility [Member] \| January 2022 Warrants [Member]
Class of Warrant or Right [Line Items]
Measurement input type	171	138
Volatility [Member] \| March 2022 Warrants [Member]
Class of Warrant or Right [Line Items]
Measurement input type	171	136
Volatility [Member] \| August 2022 Warrants [Member]
Class of Warrant or Right [Line Items]
Measurement input type	171	136
Volatility [Member] \| December 2022 Warrants [Member]
Class of Warrant or Right [Line Items]
Measurement input type	171	136
Discount rate - treasury yield [Member] \| January 2022 Warrants [Member]
Class of Warrant or Right [Line Items]
Measurement input type	4.27	3.96
Discount rate - treasury yield [Member] \| March 2022 Warrants [Member]
Class of Warrant or Right [Line Items]
Measurement input type	4.27	3.91
Discount rate - treasury yield [Member] \| August 2022 Warrants [Member]
Class of Warrant or Right [Line Items]
Measurement input type	4.27	3.91
Discount rate - treasury yield [Member] \| December 2022 Warrants [Member]
Class of Warrant or Right [Line Items]
Measurement input type	4.27	3.91

Subsequent Events — Unaudited

12 Months Ended

Dec. 31, 2024

Subsequent Events — Unaudited [Abstract]

Subsequent Events — Unaudited

Note 20 — Subsequent Events — Unaudited

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued.

On August 27, 2025, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada to change its corporate name from Agrify Corporation to RYTHM, Inc., effective September 2, 2025. In connection with the name change, the Company’s trading symbol on The Nasdaq Capital Market will change from “AGFY” to “RYM” at the open of trading on September 2, 2025.

Net Loss Per Share - Schedule of Anti-Dilutive Shares (Details) - shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Schedule of Anti-Dilutive Shares [Line Items]
Anti-dilutive effect shares	7,679,650	359,493
Shares subject to outstanding stock options [Member]
Schedule of Anti-Dilutive Shares [Line Items]
Anti-dilutive effect shares	210	664
Shares subject to unvested restricted stock units [Member]
Schedule of Anti-Dilutive Shares [Line Items]
Anti-dilutive effect shares	102,867	142
Shares subject to outstanding warrants [Member]
Schedule of Anti-Dilutive Shares [Line Items]
Anti-dilutive effect shares	7,576,573	358,687

Supplemental Consolidated Balance Sheet Information - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Schedule of Accrued Expenses and Other Current Liabilities [Abstract]
Litigation reserve	$ 1,628	$ 8
Compensation related fees	1,112	130
Accrued professional fees	802	202
Accrued consulting fees	383	6
Accrued interest expense	161	321
Sales tax payable	4	2
Total accrued expenses and other current liabilities	$ 4,090	$ 669

Income Taxes - Schedule of Our Unrecognized Tax Benefits (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($)
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense [Abstract]
Unrecognized benefit – beginning of period
Prior period tax position increases	1,100
Current period tax position increases	91
Unrecognized benefit – end of period	$ 1,191

Revenue (Tables)

12 Months Ended

Dec. 31, 2024

Revenue [Abstract]

Schedule of Revenue from Continuing Operations

The following table provides the Company’s revenue from continuing operations disaggregated by the timing of revenue recognition:

	Year Ended December 31,
(In thousands)	2024		2023
Transferred at a point-in-time	$	18	$	—
Total revenue	$	18	$	—

The following table provides the Company’s revenue from continuing operations disaggregated by revenue type:

	Year Ended December 31,
(In thousands)	2024		2023
Hemp-derived beverages	$	18	$	—
Total revenue	$	18	$	—

Debt - Schedule of Debt (Details) - Debt [Member] - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Long-Term Debt [Member]
Related party debt:
Total related party debt	$ 1	$ 367
Long-term debt:
PPP Loan		518
Other notes payable	1	367
Exchange Note		6,669
Convertible Note		7,840
Unamortized debt premium		1,419
Total long-term debt	1	16,813
Less: current portion		(766)
Long-term debt, net of current	1	16,047
Related Party [Member]
Related party debt:
CP Acquisitions Junior Secured Note		3,799
GIC Acquisition Note		645
Green Thumb Note	10,000
Total related party debt	10,000	4,444
Less: current portion	(10,000)	(4,444)
Related party debt, net of current
Short-term debt:
Other Notes Payable - Current	10,000	4,444
Long-term debt:
Other notes payable	10,000	4,444
Short-Term Debt [Member]
Related party debt:
Less: current portion	(4)
Short-term debt:
PPP Loan	518
Other Notes Payable - Current	4
Total short-term debt	$ 522

Related Parties (Details)	12 Months Ended
Related Parties (Details)	Dec. 31, 2024 USD ($)
Related Party [Member]
Related Parties [Line Items]
Services agreement charges	$ 10,487

Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2024

Discontinued Operations [Abstract]

Schedule of Discontinued Operations

The assets and liabilities associated with the Discontinued Operations consisted of the following as of December 31, 2024 and 2023, respectively:

(In thousands)	December 31, 2024		December 31, 2023
Assets
Current assets:
Accounts receivable, net	$	318	$	1,149
Inventory, net		1,079		18,170
Prepaid expenses and other current assets		1,199		3,749
Current assets of discontinued operations		2,596		23,068
Loan receivable, net		—		11,583
Property and equipment, net		186		7,734
Operating lease right-of-use assets		504		1,803
Other non-current assets		25		141
Non-current assets of discontinued operations		715		21,261
Total assets of discontinued operations	$	3,311	$	44,329

Current liabilities:
Accounts payable	$	1,249	$	18,699
Accrued expenses and other current liabilities		5,207		9,986
Operating lease liabilities, current		261		599
Related party debt, current		—		—
Customer deposits		2,525		4,019
Current liabilities of discontinued operations		9,242		33,303
Operating lease liabilities, net of current		257		1,394
Long-term debt, net of current		—		—
Non-current liabilities of discontinued operations		257		1,394
Total liabilities	$	9,499	$	34,697

The following table summarizes the Company’s loss from the Discontinued Operations for the years ended December 31, 2024 and 2023, respectively:

	For the year ended December 31,
(In thousands)	2024			2023
Revenue	$	10,212		$	16,868
Cost of goods sold		13,487			11,590
Gross (loss) profit		(3,275	)		5,278

Selling, general and administrative		8,748			11,655
Research and development		743			2,295
Gain on settlement of contingent liabilities		(5,935	)		—
(Gain) loss on disposal on property and equipment		(38	)		144
Total operating expenses		3,518			14,094

Operating loss from discontinued operations		(6,793	)		(8,816	)

Other Income (Expense)
Interest expense, net		—			295
Loss on disposal of Cultivation business		(11,893	)		—
Other income, net		169			1,802
Total other expense		(11,724	)		2,097

Net loss from discontinued operations		(18,517	)		(6,719	)
Income tax effect on discontinued operations		—			—
Loss from discontinued operations, net of income taxes		(18,517	)		(6,719	)

The following table summarizes the depreciation and amortization of long-lived assets, provisions for credit losses, adjustments to the net realizable value of inventories, and capital expenditures and disposals related to the Discontinued Operations for the years ended December 31:

	2024			2023
Depreciation and amortization	$	1,421		$	1,896
Recovery of credit losses		(336	)		(15,261	)
Recovery of slow-moving inventory		(747	)		(14,823	)
Purchases of property and equipment		(4	)		(59	)
Proceeds from disposal of property and equipment		20			311

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

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+ Details

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2024

Overview, Basis of Presentation and Significant Accounting Policies [Abstract]

Description of Business

Description of Business

Agrify is a developer of branded innovative solutions for the cannabis and hemp industries. Our Señorita brand offers consumers hemp-derived tetrahydrocannabinol (“THC”) beverages that mirror well-known cocktails like a margarita – in three flavors – classic Lime Jalapeño Margarita, Mango Margarita, and Paloma. Known for its clean, fresh taste and commitment to high-quality, natural ingredients, Señorita offers a low-sugar, low-calorie alternative to alcoholic beverages and is available at top retailers including Total Wine, ABC Fine Wine & Spirits, and Binny’s in nine U.S. states and Canada, with plans for expansion and future availability in premier on-premises destinations.

In addition to beverages, Agrify has also historically been a leading provider of innovative cultivation and extraction solutions for the cannabis industry. Prior to the exit of the extraction business on March 30, 2025, the Company’s comprehensive extraction product line (“the Extraction Business”), the Company’s comprehensive extraction product line, which includes hydrocarbon, alcohol, solventless, post-processing, and lab equipment, empowers producers to maximize the quantity and quality of extract required for premium concentrates. Additionally, prior to its sale on December 31, 2024, our proprietary micro-environment-controlled Agrify Vertical Farming Units (“VFUs”) enabled cultivators to produce high quality products for the cannabis industry.

The Company was formed in the State of Nevada on June 6, 2016 as Agrinamics, Inc., and subsequently changed its name to Agrify Corporation. The Company is sometimes referred to herein by the words “we,” “us,” “our,” and similar terminology.

The Company has ten wholly-owned consolidated subsidiaries, which are collectively referred to as the “Subsidiaries” and the Company also has ownership interests in certain companies.

On December 12, 2024, the Company acquired certain assets from Double or Nothing, LLC (“Double or Nothing”), the owner and creator of the Señorita brand of hemp-derived drinks as part of the Company’s strategic plan to reposition itself as a distributor of hemp-derived beverages (and similar products).

On December 31, 2024, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with CP Acquisitions, LLC (“CP”), an entity affiliated with Raymond Chang, the Company’s former Chairman and Chief Executive Officer. Under the Purchase Agreement, CP acquired assets from the Company relating to the Company’s Vertical Farming Units (“VFUs”), including the related Agrify total-turnkey (“TTK”) solution assets and Agrify Insights^TM software solutions (collectively the “Cultivation Business”). The sale of the Cultivation Business occurred following signing on December 31, 2024. The results of the Cultivation Business is presented as discontinued operations in the Consolidated Statements of Operations and, as such, have been excluded from continuing operations. Further, the Company reclassified the assets and liabilities of the Cultivation Business to discontinued operations in the Consolidated Balance Sheet as of December 31, 2023. For further discussion on the discontinued operations, refer to Note 6.

On March 30, 2025, the Company approved the winding down of the Extraction Business by March 31, 2025, including but not limited to, the sale or other disposal of all remaining assets constituting the Extraction Business, the cessation of all business operations related to the Extraction Business, the termination of any outstanding contracts related to the Extraction Business, and termination of any employees primarily involved in the Extraction Business. The results of the Extraction Business are presented as discontinued operations in the Consolidated Statements of Operations and, as such, have been excluded from continuing operations. Further, the Company reclassified the assets and liabilities of the Extraction Business associated with discontinued operations in the Consolidated Balance Sheet as of December 31, 2024 and 2023. The balances as of December 31, 2024 and 2023 reflect historical carrying values, without remeasurement. For further discussion on the discontinued operations, refer to Note 6 included elsewhere in the notes to the consolidated financial statements.

Reverse Stock Splits

Reverse Stock Splits

On July 5, 2023, the Company effected a 1-for-20 reverse stock split of its Common Stock. All share and per share information has been retroactively adjusted to give effect to the reverse stock split for all periods presented unless otherwise indicated.

On October 8, 2024, the Company effected a 1-for-15 reverse stock split of its Common Stock. All share and per share information has been retroactively adjusted to give effect to the reverse stock splits for all periods presented unless otherwise indicated.

No fractional shares of Common Stock were issued as a result of these reverse stock splits. Any fractional shares in connection with these reverse stock splits were rounded up to the nearest whole share and no stockholders received cash in lieu of fractional shares. The reverse stock splits had no impact on the number of shares of Common Stock that the Company is authorized to issue pursuant to its articles of incorporation or on the par value per share of the Common Stock. Proportional adjustments were made to the number of shares of Common Stock issuable upon exercise or conversion of the Company’s outstanding stock options and warrants, the exercise price or conversion price (as applicable) of the Company’s outstanding stock options and warrants, and the number of shares reserved for issuance under the Company’s equity incentive plan. All share and per share information included in this Annual Report on Form 10-K has been retroactively adjusted to reflect the impact of these reverse stock splits.

Nasdaq Deficiency Notice

Nasdaq Deficiency Notice

On January 19, 2023, the Company received a deficiency letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market, LLC (“Nasdaq”) notifying the Company that, for the previous 30 consecutive business days, the bid price for its Common Stock had closed below $1.00 per share, which is the minimum closing price required to maintain a continued listing on The Nasdaq Capital Market under the Minimum Bid Requirement. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company had 180 calendar days to regain compliance with the Minimum Bid Requirement. To regain compliance with the Minimum Bid Requirement, the closing bid price of the Company’s Common Stock must be at least $1.00 per share for a minimum of 10 consecutive trading days during this 180-day compliance period, unless the Staff exercises its discretion to extend the minimum trading day period pursuant to Nasdaq Listing Rule 5810(c)(3)(G). On July 19, 2023, the Company received a notice from Nasdaq confirming its compliance with the minimum bid price rule.

As disclosed in the Current Report on Form 8-K filed on April 17, 2023, the audit committee (the “Audit Committee”) of the Company’s Board of Directors (the “Board”) concluded that, as a result of inadvertent errors in the accounting for warrants previously issued by the Company, it was appropriate to restate the Company’s previously issued unaudited consolidated interim financial statements as of and for the quarterly periods ended March 31, 2022, June 30, 2022 and September 30, 2022 included in the Company’s Quarterly Reports on Form 10-Q for such periods in amended quarterly reports for the affected periods. As a result of such restatements, the Company was unable to timely file the 2022 Form 10-K, the First Quarter 2023 Form 10-Q and the Second Quarter 2023 Form 10-Q without unreasonable effort or expense.

On April 18, 2023, the Company received a notice from Nasdaq (the “April Nasdaq Notice”) that it was noncompliant with Nasdaq Listing Rule 5250(c)(1) as a result of its failure to file its Annual Report on Form 10-K (the “Form 10-K”) with the SEC by the required due date.

On May 17, 2023, the Company received a second notice from Nasdaq (the “May Nasdaq Notice”) that it remained noncompliant with Nasdaq Listing Rule 5250(c)(1) as a result of its failure to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “First Quarter Form 10-Q”) with the SEC by the required due date.

On August 16, 2023, the Company received a third notice from Nasdaq that it remain noncompliant with Nasdaq Listing Rule 5250(c)(1) as a result of its failure to file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023 (the “Second Quarter Form 10-Q”) with the SEC by the required filing date (the “August Nasdaq Notice” and, together with the April Nasdaq Notice and the May Nasdaq Notice, the “Nasdaq Notices”).

The Nasdaq granted the Company an exception until October 16, 2023, to file its 2022 Form 10-K and First and Second Quarter 2023 Forms 10-Q. The Nasdaq Notice had no immediate effect on the listing of the Company’s Common Stock on The Nasdaq Stock Market LLC.

On October 17, 2023, the Company received a Staff Delisting Determination (the “Staff Determination”) from the Listing Qualifications Department of Nasdaq notifying the Company that it was not in compliance with Nasdaq’s continued listing requirements under the Listing Rule as a result of its failure to file the First Quarter Form 10-Q, the Second Quarter Form 10-Q and the Form 10-K for 2023 (collectively, the “Delinquent Reports”) in a timely manner.

On November 16, 2023, the Company received a notice from Nasdaq that the Company remains noncompliant with the Listing Rule as a result of its failure to file its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023 with the SEC by the required filing date (the “November Nasdaq Notice” and, together with the April Nasdaq Notice, the May Nasdaq Notice, and the August Nasdaq Notice, the “Nasdaq Notices”).

On December 1, 2023, the Company received a notice from Nasdaq stating that because the Company reported stockholders’ equity of $(17.17) million in its Form 10-Q for the quarter ended March 30, 2023, the Company was no longer in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Primary Equity Listing Rule”), which requires that listed companies maintain a minimum of $2.5 million in stockholders’ equity. In response, the Company timely requested a hearing before a Nasdaq Hearings Panel (the “Panel”), which stayed any further action by the Listing Qualifications Staff. The hearing was held on January 11, 2024. The Company arrived at the hearing having previously cured any additional grounds for delisting as a result of delinquent periodic filings during 2023 that were filed prior to the hearing.

On January 30, 2024, the Company received formal notice that the Panel had granted the Company’s request for an exception through April 15, 2024 to evidence compliance with the Listing Rule. The compliance date of April 15, 2024 represents the full extent of the Panel’s discretion to grant continued listing while the Company is non-compliant with Nasdaq Listing Rules. Accordingly, there can be no assurance that the Company will be able to regain compliance with the Nasdaq listing rules or maintain its listing on the Nasdaq Capital Market. If the Company’s Common Stock is delisted, it could be more difficult to buy or sell the Company’s Common Stock or to obtain accurate quotations, and the price of the Company’s Common Stock could suffer a material decline. Delisting could also impair the Company’s ability to raise capital.

On March 5, 2024, the Company received a deficiency letter from the Staff notifying the Company that, for the last 30 consecutive business days, the bid price for the Company’s Common Stock had closed below $1.00 per share, which is the minimum closing price required to maintain continued listing on the Nasdaq Stock Market under Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”). The Notice had no immediate effect on the listing of the Company’s Common Stock on Nasdaq. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days to regain compliance with the Minimum Bid Requirement. The compliance period for the Company expired on September 3, 2024. On September 4, 2024, the Staff notified the company in writing that it was eligible for an additional 180-day compliance period, or until March 3, 2025, to regain compliance with the Minimum Bid Requirement. On October 8, 2024, the Company completed a 1-for-15 reverse stock split of our Common Stock, in which each fifteen shares of Common Stock issued and outstanding was combined and converted into one share of Common Stock to regain compliance with the Minimum Bid Requirement. On October 22, 2024, the Staff notified the Company that it had regained compliance with the Minimum Bid Requirement.

Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

Accounting for Wholly-Owned Subsidiaries

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of Agrify Corporation and its wholly-owned subsidiaries, as described above, in accordance with the provisions required by the Consolidation Topic 810 (“ASC 810”) of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). The Company includes results of operations of acquired companies from the date of acquisition. All significant intercompany transactions and balances are eliminated.

Use of Estimates

Use of Estimates

The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting period. On an ongoing basis, the Company evaluates estimates, which include estimates related to accruals, stock-based compensation expense, reported amounts of revenues during the reported period, fair value of warrant liabilities, sales tax liabilities, valuation of deferred tax assets, net realizable value of inventory and collectability of trade accounts, intangible assets, goodwill, and litigation. The Company bases their estimates on historical experience and other market-specific or other relevant assumptions that they believe to be reasonable under the circumstances. Actual results may differ materially from those estimates or assumptions.

The Company regularly evaluates its assets, including asset groups or reporting units, for impairment in accordance with GAAP. The Company is aware of the impact that prolonged net losses can have on the fair value of underlying assets and the overall company. The Company is committed to ensuring that the carrying amounts of its assets are appropriately assessed and adjusted for any impairment, reflecting a true and fair view of its financial position.

Reclassifications

Reclassifications

The Company effected a 1-for-20 reverse stock split of its Common Stock on July 5, 2023 and a 1-for-15 reverse stock split of its Common Stock on October 8, 2024. All share and per share information has been retroactively adjusted to give effect to the reverse stock split for all periods presented unless otherwise indicated. The shares of Common Stock retained a par value of $0.001 per share. Accordingly, the Stockholders’ equity (deficit) section of the consolidated balance sheets reflects the reverse stock split by reclassifying from “Common Stock” to “Additional paid-in capital” an amount equal to the par value of the decreased shares resulting from the reverse stock split.

Certain amounts in the consolidated financial statements related to the prior years have been reclassified to conform to the current year’s presentation.

Discontinued operations

Discontinued Operations

On December 31, 2024, the Company entered into and closed a Purchase Agreement with CP. Under the Purchase Agreement, CP acquired assets from the Company relating to the Cultivation Business. On March 30, 2025, the Company discontinued the Extraction Business.

As the sale of the Cultivation Business and Extraction Business represented a strategic shift that will have a major effect on the Company’s operations and financial results, they have been presented in discontinued operations in accordance with ASC 205, Presentation of Financial Statements, separate from continuing operations for the years ended December 31, 2024 and 2023, as applicable. For further discussion, refer to Note 6.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents consist principally of cash and deposits with maturities of three months or less as of December 31, 2024 and December 31, 2023. All cash equivalents are carried at cost, which approximates fair value.

Marketable Securities

Marketable Securities

The Company’s marketable security investments primarily include investments held in mutual funds, municipal bonds, and corporate bonds. The mutual funds are recorded at fair value in the accompanying consolidated balance sheets as part of cash and cash equivalents. The municipal and corporate bonds are considered to be held-to-maturity securities and are recorded at amortized cost in the accompanying consolidated balance sheets. The fair value of these investments was estimated using recently executed transactions and market price quotations. The Company considers current assets to be those investments that will mature within the next 12 months, including interest receivable on long-term bonds.

Accounts Receivable, Net

Accounts Receivable, Net

Accounts receivable, net, primarily consists of amounts for goods and services that are billed and currently due from customers. In accordance with the current expect credited loss (“CECL”) impairment model under ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), accounts receivable balances are presented net of an allowance for credit losses, which are an estimate of billed or borrowed amounts that may not be collectible. In determining the amount of the allowance at each reporting date, management makes judgments about general economic conditions, historical write-off experience, and any specific risks identified in customer or borrower collection matters, including the aging of unpaid accounts receivable and changes in customer or borrower financial conditions. Accounts receivable balances are written off after all means of collection are exhausted and the potential for non-recovery is determined to be probable. Adjustments to the allowance for credit losses are recorded as general and administrative expenses in the consolidated statements of operations.

Concentration of Credit Risk and Significant Customer

Concentration of Credit Risk and Significant Customer

Financial instruments that potentially subject the Company to a concentration of credit risk primarily consist of cash, cash equivalents, marketable securities, and accounts receivable. Cash equivalents primarily consist of money market funds with original maturities of three months or less, which are invested primarily with U.S. financial institutions. Cash deposits with financial institutions generally exceed federally insured limits. Management believes minimal credit risk exists with respect to these financial institutions and the Company has not experienced any losses on such amounts.

For the year ended December 31, 2024, one customer accounted for 100% of revenue. For the year ended December 31, 2023, the Company did not have revenue from continuing operations.

As of December 31, 2024 and 2023, one customer accounted for 100% of accounts receivable. As of December 31, 2023, the Company did not have accounts receivable associated with continuing operations.

Inventories

Inventories

The Company values all its inventories, which consist primarily of significant raw material hardware components, at the lower of cost or net realizable value, with cost principally determined by the weighted-average cost method on a first-in, first-out basis. Write-offs of potentially slow-moving or damaged inventory are recorded through specific identification of obsolete or damaged material.

Property and Equipment

Property and Equipment

	Estimated Useful Life (Years)
Computer and office equipment		2 to 3
Furniture and fixtures		2
Software		3
Vehicles		5
Research and development of laboratory equipment		5
Machinery and equipment		3 to 5
Trade show assets		3 to 5
Leasehold improvements		Lower of estimated useful life or remaining lease term

The estimated useful lives of the Company’s property and equipment are periodically assessed to determine if changes are appropriate. The Company charges maintenance and repairs to expense as incurred. When the Company retires or disposes of assets, the carrying cost of these assets and related accumulated depreciation or amortization are eliminated from the consolidated balance sheets and any resulting gain or loss is included in the consolidated statements of operations in the period of retirement or disposal.

Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated once placed into service. During construction, costs are accumulated in a construction-in-progress account, with no depreciation. Upon completion, costs are transferred to the appropriate asset account, and depreciation begins when the asset is placed into service.

Goodwill

Goodwill

Goodwill is defined as the excess of cost over the fair value of assets acquired and liabilities assumed in a business combination. Goodwill is tested for impairment annually, and more frequently if events and circumstances indicate that the asset might be impaired. A goodwill impairment charge is recorded if the amount by which the Company’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. Factors that could lead to a future impairment include material uncertainties such as a significant reduction in projected revenues, a deterioration of projected financial performance, future acquisitions and/or mergers, and/or a decline in the Company’s market value as a result of a significant sustained decline in the Company’s stock price.

Goodwill is not subject to amortization and is tested annually for impairment, or more frequently if events or changes in circumstances indicate there might be an impairment. An impaired asset is written down to its estimated fair value based upon the most recent information.

During the year ended December 31, 2024, the Company performed a qualitative analysis for its goodwill impairment test. The Company applies the guidance in ASU 2011-08 Intangibles-Goodwill and Other-Testing Goodwill for Impairment, which provides entities with an option to perform a qualitative assessment (commonly referred to as “Step Zero”) to determine whether further quantitative analysis for impairment of goodwill is necessary. A goodwill impairment charge is recorded if the amount by which our carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. Factors that could lead to a future impairment include material uncertainties such as a significant reduction in projected revenues, a deterioration of projected financial performance, future acquisitions and/or mergers, and a decline in our market value as a result of a significant sustained decline in our stock price. As a result of the Company’s Step Zero analysis, no further quantitative impairment test was deemed necessary.

Warrant Liabilities

Warrant Liabilities

The Company evaluates all its financial instruments, including issued private placement stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC Topic 815, Derivatives and Hedging (“ASC 815”). The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. Management’s assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock among other conditions for equity classification.

For issued or modified warrants that meet all of the criteria for equity classification, they are recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that are precluded from equity classification, they are recorded as a liability at their initial fair value on the date of issuance and subject to remeasurement on each balance sheet date with changes in the estimated fair value of the warrants to be recognized as an unrealized gain or loss in the consolidated statements of operations.

Convertible Notes Payable

Convertible Notes Payable

The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with ASC 815. The accounting treatment of derivative financial instruments requires that the Company identify and record certain embedded conversion options (“ECOs”), certain variable-share settlement features, and any related freestanding instruments at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as an unrealized non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. Bifurcated embedded conversion options, variable-share settlement features, and any related freestanding instruments are recorded as a discount to the host instrument which is amortized to interest expense over the life of the respective note using the effective interest method.

Debt Issuance Costs and Debt Discount

Debt Issuance Costs and Debt Discount

The Company may record debt issuance costs and/or debt discounts in connection with the issuance of debt. The Company may cover these costs by paying cash or issuing warrants. These costs are amortized to interest expense over the expected life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.

Original Issue Discount

Original Issue Discount

Certain convertible debt issued by the Company, may provide the debt holder with an original issue discount. The Company would record the original issue discount to debt discount, reducing the face amount of the note, and is then amortized to interest expense over the life of the debt.

Leases

Leases

The Company determines at the inception of an asset contract if such arrangement is or contains a lease. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company classifies leases at the lease commencement date as operating or finance leases and records a right-of-use asset and a lease liability on its consolidated balance sheet for all leases with an initial lease term of greater than 12 months. A lease with an initial term of 12 months or less is not recorded on the balance sheet, but related payments are recognized as an expense on a straight-line basis over the lease term.

The Company’s asset contracts may contain both lease and non-lease components. Non-lease components may include maintenance, utilities, and other operating costs. The Company combines the lease and non-lease components of fixed costs in its lease arrangements as a single lease component. Variable costs, such as utilities or maintenance costs, are not included in the measurement of right-of-use assets and lease liabilities, but rather are expensed when the event determining the amount of variable consideration to be paid occurs.

Lease liabilities and their corresponding right-of-use assets are recorded based on the present value of future lease payments over the expected lease term. The Company determines the present value of future lease payments by using its estimated secured incremental borrowing rate for that lease term as the interest rate implicit in the lease is not readily determinable. The Company estimates its secured incremental borrowing rate for each lease based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term.

Certain of the Company’s leases include options to extend or terminate the lease. The amounts determined for the Company’s right-of-use assets and lease liabilities generally do not assume that renewal options or early-termination provisions, if any, are exercised unless it is reasonably certain that the Company will exercise such options.

Contract Liabilities

Contract Liabilities

Contract Liabilities includes amounts collected, billed in excess of revenue or customer deposits that the Company can recognize. The Company recognizes contract liabilities and non-current contract liabilities as revenue as the related performance obligation is satisfied. The Company records contract liabilities that will be recognized during the succeeding twelve-month period as a current liability on the consolidated balance sheets.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, marketable securities, accounts receivable, contingent considerations, long-term debt, related party debt, and warrant liabilities. Refer to Note 4 - Fair Value Measures, included elsewhere in the notes to the consolidated financial statements for details of the Company’s financial instruments.

Stock-Based Compensation

Stock-Based Compensation

The Company measures all stock options and other stock-based awards granted to employees, directors and consultants based on the fair value on the date of the grant and recognizes compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective award. Forfeitures are recognized as incurred. Historically, the Company has issued stock options to employees, directors and consultants with only service-based vesting conditions and records the expense for these awards using the straight-line method.

The Company classifies stock-based compensation expense in its consolidated statements of operations in the same manner in which the award recipient’s payroll costs are classified.

The Company estimates the fair value of each stock option grant on the date of the grant using the Black-Scholes option-pricing model. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. The expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

Business Combinations

Business Combinations

The Company accounts for business acquisitions using the acquisition method of accounting, in accordance with which assets acquired and liabilities assumed are recorded at their respective fair values at the acquisition date. The fair value of the consideration paid is assigned to the assets acquired and liabilities assumed based on their respective fair values. Goodwill represents the excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumed.

The Company’s management exercises significant judgments in determining the fair value of assets acquired and liabilities assumed, as well as intangibles and their estimated useful lives. Fair value and useful life determinations are based on, among other factors, estimates of future expected cash flows, royalty cost savings and appropriate discount rates used in computing present values. These judgments may materially impact the estimates used in allocating acquisition date fair values to assets acquired and liabilities assumed, as well as the Company’s current and future operating results. Actual results may vary from these estimates which may result in adjustments to goodwill and acquisition date fair values of assets and liabilities during a measurement period or upon a final determination of asset and liability fair values, whichever occurs first. Adjustments to the fair value of assets and liabilities made after the end of the measurement period are recorded within the Company’s operating results.

Revenue Recognition

Revenue Recognition

Overview

We generate revenue from hemp-derived beverage sales.

In accordance with ASC Topic 606, Revenue Recognition (“ASC 606”), we recognize revenue from contracts with customers using a five-step model, which is described below:

●

identify the customer contract;

●

identify performance obligations that are distinct;

●

determine the transaction price;

●

allocate the transaction price to the distinct performance obligations; and

●

recognize revenue as the performance obligations are satisfied.

Revenue is recognized when, or as, performance obligations are satisfied by transferring control of a promised product or service to a customer. The Company satisfies its performance obligation upon transferring goods or services to a customer and transfers control upon the customer taking possession.

Significant Judgments

The Company enters into contracts that may include various combinations of equipment and, services which are generally capable of being distinct and accounted for as separate performance obligations. Contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Once the Company determines the performance obligations, it determines the transaction price, which includes estimating the amount of variable consideration to be included in the transaction price, if any. The Company then allocates the transaction price to each performance obligation in the contract based on the standalone selling price (“SSP”). The corresponding revenue is recognized as the related performance obligations are satisfied.

Judgment is required to determine the SSP for each distinct performance obligation. The Company determines SSP based on the price at which the performance obligation is sold separately and the methods of estimating SSP under the guidance of ASC 606. If the SSP is not observable through past transactions, the Company estimates the SSP, taking into account available information such as market conditions, expected margins, and internally approved pricing guidelines related to the performance obligations. The Company typically satisfies its performance obligations for equipment sales when equipment is made available for shipment to the customer; for services sales as services are rendered to the customer.

The Company utilizes the cost-plus margin method to determine the SSP for equipment and services. This method is based on the cost of the services from third parties, plus a reasonable markup that the Company believes is reflective of a market-based reseller margin.

The Company determines the SSP for services in time and materials contracts by observable prices in standalone services arrangements.

Payment terms with customers typically require payment 30 days from the invoice date. The Company’s agreements with its customers do not provide for any refunds for services or products and therefore no specific reserve for such is maintained. In the infrequent instances where customers raise concern over delivered products or services, the Company has endeavored to remedy the concern and all costs related to such matters have been insignificant in all periods presented.

The Company has elected to treat shipping and handling activities after the customer obtains control of the goods as a fulfillment cost and not as a promised good or service. Accordingly, the Company will accrue all fulfillment costs related to the shipping and handling of consumer goods at the time of shipment. The Company has payment terms with its customers of one year or less and has elected the practical expedient applicable to such contracts not to consider the time value of money. Sales, value add, and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue.

The Company receives payment from customers based on specified terms that are generally less than 30 days from the satisfaction of performance obligations. There are no contract assets related to performance under the contract. The difference in the opening and closing balances of the Company’s contract liabilities primarily results from the timing difference between the Company’s performance and the customer’s payment. The Company fulfills obligations under a contract with a customer by transferring products and services in exchange for consideration from the customer. Accounts receivable are recorded when the customer has been billed or the right to consideration is unconditional. The Company recognizes a contract liability when consideration has been received and the Company has a future obligation to transfer certain proprietary products.

In accordance with ASC 606, the Company is required to include disclosure on its remaining performance obligations as of the end of the current reporting period. Due to the nature of the Company’s contracts, these reporting requirements are not applicable. The majority of the Company’s remaining contracts meet certain exemptions as defined in ASC 606, including (i) performance obligation is part of a contract that has an original expected duration of one year or less and (ii) the right to invoice practical expedient.

The Company generally provides a one-year warranty on its products for materials and workmanship but may provide multiple-year warranties as negotiated, and generally transfers to its customers the warranties it receives from its vendors, if any, which generally cover this one-year period. In accordance with ASC Topic 450, Accounting for Contingencies, (“ASC 450”) the Company accrues for product warranties when the loss is probable and can be reasonably estimated. The Company maintained a reserve for warranty returns of $47,000 and $0.1 million as of December 31, 2024 and December 31, 2023, respectively. The Company’s reserve for warranty returns is included in accrued expenses and other current liabilities in its consolidated balance sheets. Additional information regarding the Company’s warranty reserve may be found in Note 3 – Supplemental Consolidated Balance Sheet Information, included elsewhere in the notes to the consolidated financial statements.

Research and Development Costs

Research and Development Costs

The Company expenses research and development costs as incurred. Research and development expenses include payroll, employee benefits and other expenses associated with product development. The Company incurs research and development costs associated with the development and enhancement of both hardware and software products associated with its extraction equipment.

Income Taxes

Income Taxes

The Company accounts for income taxes pursuant to the provisions of ASC Topic 740, Income Taxes (“ASC 740”), which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred tax asset will not be realized.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740, the benefit of a tax position is recognized in the consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits.

The Company recognizes the benefit of a tax position when it is effectively settled. ASC 740, provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. ASC 740 clarifies that a tax position can be effectively settled upon the completion of an examination by a taxing authority. For tax positions considered effectively settled, the Company recognizes the full amount of the tax benefit.

The Company’s provision for income taxes is measured using an annual effective tax rate, adjusted for discrete items within the period presented. To determine the annual effective tax rate, the Company estimates both the total income (loss) before income taxes for the full year and the jurisdictions in which that income (loss) is subject to tax. The actual effective tax rate for the full year may differ from these estimates if income (loss) before income taxes is greater than or less than what was estimated or if the allocation of income (loss) to jurisdictions in which it is taxed is different from the estimated allocations.

The provision for income taxes represents Federal, state and local income taxes. The effective rate differs from statutory rates due to the effect of certain nondeductible expenses. Our effective tax rate will change from quarter to quarter based on recurring and non-recurring factors including, but not limited to, the geographical mix of earnings, enacted tax legislation, and state and local income taxes. In addition, changes in judgment from the evaluation of new information resulting in the recognition, derecognition or re-measurement of a tax position taken in a prior annual period is recognized separately in the quarter of the change.

Tax contingencies are recorded, if needed, to address potential exposure involving tax positions the Company has taken that could be challenged by tax authorities. These potential exposures could result from applications of various statutes, rules, regulations and interpretations. Any estimates of tax contingencies contain assumptions and judgments about potential actions by taxing jurisdictions. Any interest and penalties related to uncertain tax positions would be included as part of the income tax provision. The Company’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analysis of or changes in tax laws, regulations and interpretations thereof as well as other factors.

Net Loss Per Share

Net Loss Per Share

The Company presents basic and diluted net loss per share attributable to holders of the Company’s Common Stock in conformity with the one-class method. The Company computes basic loss per share by dividing net loss available to Common Stockholders by the weighted-average number of Common Stock outstanding. Diluted loss/income per share adjusts basic loss per share for the potentially dilutive impact of convertible notes, stock options, restricted stock units and warrants. As the Company has reported losses for the years ended December 31, 2024 and 2023, all potentially dilutive securities including convertible notes, stock options, restricted stock units and warrants, are anti-dilutive, and accordingly, basic net loss per share equals diluted net loss per share for those periods.

Net loss per share calculations for all periods have been adjusted to reflect the reverse stock splits effected on July 5, 2023 and October 8, 2024.

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures, to provide enhanced segment disclosures. The standard will require disclosures about significant segment expense categories and amounts for each reportable segment, for all periods presented. Additionally, the standard requires public entities to disclose the title and position of the Chief Operating Decision Maker (“CODM”) in the consolidated financial statements. These enhanced disclosures are required for all entities on an interim and annual basis, effective for fiscal years beginning after December 15, 2023, and interim periods within annual periods beginning after December 15, 2024. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

Recently announced accounting pronouncements

Recently Announced Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, a final standard on improvements to income tax disclosures. The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard applies to all entities subject to income taxes and is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. For public business entities (PBEs), the new requirements will be effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. The Company is currently in the process of evaluating the effect of this guidance on its financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses. This guidance requires additional disclosure of certain amounts included in the expense captions presented on the Statement of Operations as well as disclosures about selling expenses. The ASU is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted for annual financial statements that have not yet been issued. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-04, Debt with Conversion and Other Options (“ASU 2024-04”), which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. ASU 2024-04 is effective for annual periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities that have adopted the amendments in Update 2020-06. Adoption can be on a prospective or retrospective basis. The Company is currently evaluating the disclosure impact that ASU 2024-04 may have on its financial statement presentation and disclosures.

Other recent accounting pronouncements did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

Net Loss Per Share

12 Months Ended

Dec. 31, 2024

Net Loss Per Share [Abstract]

Net Loss Per Share

Note 16 — Net Loss Per Share

Net loss per share calculations for all periods have been adjusted to reflect the Company’s reverse stock splits. Net loss per share was calculated based on the weighted-average number of the Company’s Common Stock outstanding.

Basic net loss per share is calculated using the weighted-average number of shares of Common Stock outstanding during the periods. Diluted net loss per share is computed by giving effect to all potential shares of Common Stock, including convertible notes, outstanding stock options, stock related to unvested restricted stock units, and outstanding warrants to the extent dilutive. Net loss per share, assuming dilution, is equal to basic net loss per share for the years ended December 31, 2024 and 2023 because the effect of dilutive securities outstanding during the periods, including convertible notes, options, restricted stock units and warrants computed using the treasury stock method, is anti-dilutive.

The components of basic and diluted net loss per share were as follows:

	Year Ended December 31,
(In thousands, except share and per share data)	2024			2023
Numerator:
Net loss from continuing operations	$	(23,229	)	$	(11,931	)
Net loss from discontinued operations	$	(18,517	)	$	(6,719	)
Net loss available for common shareholders	$	(41,746	)	$	(18,650	)
Denominator:
Weighted-average common shares outstanding – basic and diluted		1,020,185			99,391
Net loss per share attributable to Common Stockholders – basic and diluted	$	(40.92	)	$	(187.64	)

The Company’s potential dilutive securities, which include stock options, restricted stock units, and warrants, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of shares of Common Stock outstanding used to calculate both basic and diluted net loss per share attributable to holders of the Company’s Common Stock is the same. The Company excluded the following potential Common Stock equivalents presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to Common Stockholders for the periods indicated because including them would have had an anti-dilutive effect:

	Year Ended December 31,
	2024		2023
Shares subject to outstanding stock options		210		664
Shares subject to unvested restricted stock units		102,867		142
Shares subject to outstanding warrants		7,576,573		358,687
		7,679,650		359,493

Segment Reporting (Details)	12 Months Ended
Segment Reporting (Details)	Dec. 31, 2024 segment
Segment Reporting [Abstract]
Number of Operating Segments	1
Segment Reporting, CODM, Profit (Loss) Measure, How Used, Description	The Company’s Chief Operating Decision Maker, Benjamin Kovler, Chairman and Interim Chief Executive Officer of the Company reviews net income (loss) of the Company when making resource allocation decisions.
Segment Reporting, CODM, Individual Title and Position or Group Name [Extensible Enumeration]	Chief Operating Decision

Commitments and Contingencies (Details) - USD ($)										1 Months Ended	12 Months Ended
Commitments and Contingencies (Details) - USD ($)	Dec. 31, 2024	Oct. 31, 2024	Aug. 30, 2024	Apr. 25, 2024	Feb. 29, 2024	Sep. 30, 2023	Feb. 22, 2023	Feb. 28, 2022	Feb. 28, 2021	Jan. 31, 2024	Dec. 31, 2024	Jan. 31, 2025	Nov. 20, 2024	Dec. 31, 2023	Dec. 31, 2022	Oct. 11, 2022	Sep. 30, 2022
Commitments and Contingencies [Line Items]
Reserve outstanding																	$ 14,700,000
Current litigation	$ 1,628,000										$ 1,628,000			$ 8,000
Loan repayment											330,000
Contingent loss	14,400,000										14,400,000
Due to nonpayment							$ 7,000,000
Accounts payable							6,300,000
Purchase order mack amount								$ 26,500,000	$ 5,200,000
Warrant purchase (in Shares)													949,515
Payments prior	1,000,000	$ 1,000,000
Damages fees											500,000
Litigation fees											1,400,000
Paid amount						$ 300,000
Paid in equal monthly installments										$ 600,000
Receivable balance														$ 900,000
Outstanding receivable	1,800,000										1,800,000
Demanding value				$ 300,000
General and administrative expense											150,000
Commitment price	14,000										14,000
Warrant [Member]
Commitments and Contingencies [Line Items]
Warrant purchase (in Shares)					750,000
Maximum [Member]
Commitments and Contingencies [Line Items]
Legal Settlements					$ 500,000
Aggregate net loss											300,000
Minimum [Member]
Commitments and Contingencies [Line Items]
Legal Settlements					250,000
Aggregate net loss											150,000
Bud & Mary’s Litigation [Member]
Commitments and Contingencies [Line Items]
Current litigation	$ 14,400,000										14,400,000
Valiant Group LLC [Member]
Commitments and Contingencies [Line Items]
Obtained judgment amount											4,500,000
Hannah Project [Member]
Commitments and Contingencies [Line Items]
Obtained judgment amount											10,000,000
Vertical Farming Units [Member]
Commitments and Contingencies [Line Items]
Inventory purchased															$ 8,400,000	$ 9,400,000
Contingent liabilities					$ 5,900,000
Bud & Mary’s Litigation [Member]
Commitments and Contingencies [Line Items]
Litigation reserve												$ 1,500,000
Bowdoin Construction Corp. Litigation [Member]
Commitments and Contingencies [Line Items]
Litigation reserve												1,500,000
Accrued expenses and other current liabilities							700,000
Claimed amount							7,000,000
Hannon Electric, Inc [Member]
Commitments and Contingencies [Line Items]
Separate suits agrify							1,498,000
Electric Supply Center Corp, [Member]
Commitments and Contingencies [Line Items]
Separate suits agrify							$ 93,000
Valiant Group LLC [Member]
Commitments and Contingencies [Line Items]
Litigation reserve												1,500,000
Settled legal customer recognition of a gain						$ 900,000
Mack Molding Co [Member]
Commitments and Contingencies [Line Items]
Purchase order mack amount									$ 26,500,000
Payments prior			$ 1,000,000								1,000,000
McCutchan, Inc. [Member]
Commitments and Contingencies [Line Items]
Litigation reserve												$ 1,500,000
Litigation fees											$ 3,000,000

Commitments and Contingencies

12 Months Ended

Dec. 31, 2024

Commitments and Contingencies [Abstract]

Commitments and Contingencies

Note 18 — Commitments and Contingencies

Legal Matters

From time to time, the Company may become involved in material legal proceedings or be subject to claims arising in the ordinary course of our business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

Bud & Mary’s Litigation

On September 15, 2022, the Company provided a notice of default to Bud & Mary’s Cultivation, Inc. (“Bud & Mary’s) and certain related parties notifying such parties that Bud & Mary’s was in default of its obligations under the TTK solution between the Company and Bud & Mary (the “Bud & Mary TTK Agreement”). On October 5, 2022, Bud & Mary’s filed a complaint in the Superior Court of Massachusetts in Suffolk County, naming the Company as the defendant (the “Bud & Mary Complaint”). Bud & Mary’s is seeking, among other relief, monetary damages in connection with alleged unfair or deceptive trade practices, breach of contract and conversion arising from the Bud & Mary TTK Agreement. While the Company believes the claim is without merit and will continue to vigorously defend itself against Bud & Mary’s allegations, litigation is inherently unpredictable and there can be no assurance that the Company will prevail in this matter. During the third quarter of 2022, the Company deemed it necessary to fully reserve for the outstanding $14.7 million note receivable balance due to the current litigation and the uncertainty of the customer’s ability to repay the balance. As of December 31, 2024, the allowance related to Bud & Mary’s was reduced to $14.4 million, reflecting a recovery of allowance for credit losses resulting from a loan repayment of $330 thousand that was previously included in the allowance. The $14.4 million represents the amount of the contingent loss that the Company has determined to be reasonably possible and estimable. The actual cost of resolving this matter may be higher or lower than the amount the Company has reserved. If the Company is unable to realize revenue from its TTK Solution offerings on a timely basis or at all, or if it incurs an additional loss as a result of the Bud & Mary’s claim, the Company’s business and financial performance will be adversely affected. On November 14, 2022, the Company filed its answers and affirmative defenses to the Bud & Mary Complaint and counterclaims. The Company is seeking, among other relief, monetary damages in connection with the breach of contract, breach of the implied covenant of good faith and fair dealing, unjust enrichment, and enforcement of the guarantees. This matter is still actively ongoing. The parties are required to report on status to the court on March 21, 2025. This matter is subject to the Cultivation sale escrow litigation reserve agreement where the Company was required to fund $1.5 million in January 2025 into escrow for the benefit of settling this and other claims.

Bowdoin Construction Corp. Litigation

On February 22, 2023, Bowdoin Construction Corp. (“Bowdoin”) filed a complaint in the Superior Court of Massachusetts in Norfolk County, Massachusetts, naming the Company (the “Bowdoin Complaint”), Bud & Mary’s and certain related parties as defendants, captioned Bowdoin Construction Corp. v. Agrify Corporation, Bud & Mary’s Cultivation, Inc. and BMLC2, LLC, case no. 2382CV00173. The Bowdoin Complaint relates to a construction contract between Bowdoin and the Company relating to the property that is the subject of the Bud & Mary’s Complaint, and alleges breach of contract by Bud & Mary’s and by the Company due to nonpayment of approximately $7.0 million due under the contract and related indemnification claims and mechanics’ liens. $6.3 million is included in accounts payable and $700 thousand is included in accrued expenses and other current liabilities in the consolidated balance sheet. Two of Bowdoin’s subcontractors, Hannon Electric, Inc. and Electric Supply Center Corp, have filed separate suits against Agrify in the amount of $1.498 million and $93 thousand, respectively. These amounts are part of the $7.0 million claimed in Bowdoin’s Complaint. The Bowdoin suit and the subcontractor suits have been consolidated. The Company has denied liability in all such suits. Bowdoin and Agrify are attempting to work cooperatively to settle the subcontractor disputes. The parties are otherwise in the discovery phase which concludes in June 2025. This matter is subject to the sale of the Cultivation Business escrow litigation reserve agreement where the Company was required to fund $1.5 million in January 2025 into escrow for the benefit of settling this and other claims.

Mack Molding Co.

In December 2020, the Company entered into a five-year supply agreement with Mack Molding Co. (“Mack”) pursuant to which Mack became a key supplier of VFUs. In February 2021, the Company placed a purchase order with Mack amounting to approximately $5.2 million towards the initial production of VFUs during 2021. Since February 2021, the Company increased the purchase order with Mack to approximately $26.5 million towards production of VFUs during 2021 and 2022. The Company believed the supply agreement with Mack would provide the Company with increased scaling capabilities and the ability to meet the potential future demand of its customers more efficiently. The supply agreement contemplated that, following an introductory period, the Company negotiated a minimum percentage of the VFU requirements that the Company purchase from Mack each year based on the agreed-upon pricing formula. The introductory period was not time-based but rather referred to the production of an initial number of units after which the parties have rights to adjust pricing and negotiate a certain minimum requirements percentage. The Company believed this approach would result in both parties making a more informed decision with respect to the pricing and other terms of the supply agreement with Mack. On October 11, 2022, the Company received a $9.4 million invoice from Mack for inventory purchased on the Company’s behalf to build VFUs. As part of the terms of the contract manufacturing agreement, Mack had the contractual right to bill the Company for any inventory that had aged greater than nine months. Due to a slowdown in the demand for the VFUs and the lack of a demand forecast that the Company could provide to the vendor, Mack exercised the right to invoice the Company for the slow-moving inventory. As of December 31, 2022, the Company recognized a contingent liability in the amount of $8.4 million, representing an estimate of the amount payable to Mack with respect to the original Mack purchase agreement, and which was included in accounts payable in the consolidated balance sheet. On March 2, 2023, Mack filed an arbitration action seeking the amounts owed to Mack for purchased inventory. On October 27, 2023, and effective as of October 18, 2023, Mack and the Company entered into a Modification and Settlement Agreement (the “Modification Agreement”) with respect to the dispute rather than engaging in litigation through the courts.

On February 29, 2024, the Company met its contractual obligations under the terms of the Modification Agreement. In settlement of the dispute, the Company made cash payments of $500,000 and $250,000 to Mack and issued to Mack a warrant to purchase 750,000 shares of the Company’s Common Stock. In the first quarter of 2024, management derecognized the previously recognized contingent liability, resulting in a credit of approximately $5.9 million, recorded within gain on settlement of contingent liabilities, on the consolidated statement of operations.

On August 30, 2024, the Company and Mack entered into an amendment to the Modification Agreement, which modified the payment terms and VFU purchase requirements under the Modification Agreement. Pursuant to the amendment, the Company agreed to make payments of $1.0 million prior to October 31, 2024 (the “October Payment”) and an additional $1.0 million prior to December 31, 2024. The Company has not made the October Payment as of the date hereof, however the Company is working with Mack to extend the date of the October Payment. The Company also agreed to purchase at least 25 VFUs prior to October 31, 2024 and a further 25 VFUs between November 1, 2024 and December 31, 2024. Upon payment in accordance with the terms of the amendment, the Company will be entitled to certain residual inventory in the possession of Mack, and the warrant issued to Mack will be terminated. This matter was settled on December 16, 2024 as a precursor to the Cultivation sale agreement and the corresponding warrants were terminated.

TRC Electronics Litigation

The Company was named as a defendant in a complaint filed by TRC Electronics, Inc. (“TRC”) on April 13, 2023 in the United States District Court for the Eastern District of Pennsylvania. In the complaint, TRC asserts two causes of action against the Company: (1) breach of contract, and (2) promissory estoppel. TRC’s claims are based on allegations that the Company failed to make payments due under three purchase orders for commercial electronics parts. TRC was seeking damages in the amount of $0.5 million, plus attorneys’ fees, costs, and post-judgment interest. This matter was settled in January 2025 for no cost to the Company.

McCutchan, Inc.

In December 2021, the Company entered into a standard form of agreement between Owner and Contractor whereby Valiant Group LLC (“Valiant”) is the general contractor for tenant improvements on certain real property located in Bellevue, Washington (the “Project”). McCutchan, Inc. (“McCutchan”) agreed to be a subcontractor on the Project and engaged various other subcontractors (the “Valiant Agreement”). The Company terminated Valiant as the general contractor for, among other allegations, breach of contract and unjust enrichment. Following the termination of Valiant, in October 2022, the Valiant Agreement was assigned and accepted (the “Assignment”) to Agxion, LLC, a wholly owned subsidiary of the Company. The Assignment contemplates that, as a subcontractor to the Valiant Agreement, McCutchan is still bound to the subcontract agreement and will continue construction operations on the Project. The Company is pursuing Valiant in a separate litigation to collect no less than approximately $1.4 million alleging overbilling, breach of the Valiant Agreement, and violation of Chapter 18.27 and 19.86 of the Revised Code of Washington. On March 5, 2024, McCutchan filed a complaint in the Superior Court of Washington for King County naming the Company, Valiant, and certain related parties as defendants. In the complaint, McCutchan asserts two causes of action against the Company: (1) breach of contract, (2) voidable contract, (3) interference with business or economic expectancy, (4) unjust enrichment, and (5) defamation. McCutchan’s claims are based on allegations of misrepresentations made by the Company to pay McCutchan for work completed on the Project as well as a failure to pay under the Valiant Agreement. In the alternative, McCutchan is alleging the Assignment is void and not a valid contract. McCutchan is seeking to collect no less than $3 million against the Company and all other named defendants. The parties are currently in the discovery process, initial discovery responses were due on November 7, 2024. This matter is subject to the Cultivation sale escrow litigation reserve agreement where the Company was required to fund $1.5 million in January 2025 into escrow for the benefit of settling this and other claims.

Valiant Group LLC

The Company filed two separate complaints against Valiant for overbilling, misrepresentation, and breach of contract for the Treehouse project in Nevada and Hannah Project in Washington. Agrify obtained judgments against Valiant in Nevada for $4.5 million for the Treehouse project and $10.0 million in Washington for the Hannah Project. Agrify has domesticated those judgments in Massachusetts and is seeking to enforce them against Valiant, its successor in interest, Intrepid Investments LLC, and the principals of Valiant. Agrify filed an action for supplementary proceedings to collect on the judgments. The action is in the early stages and there is no guarantee that the court would award the full amount and no guarantee that Agrify would be able to successfully collect the full amount. This matter is subject to the Cultivation sale escrow litigation reserve agreement where the Company was required to fund $1.5 million in January 2025 into escrow for the benefit of settling this and other claims.

Other Litigation

In September 2023, the Company settled a legal dispute with a specific customer that resulted in the recognition of a gain of approximately $0.9 million, of which $0.3 million was paid in October 2023, with the remaining approximate $0.6 million to be paid in equal monthly installments, beginning in January, 2024. This gain was recognized as part of other income, net, per the consolidated statement of operations for the year ended December 31, 2023, with the approximate $0.9 million receivable balance recognized as part of prepaid expenses and other current assets, per the consolidated balance sheet, as of December 31, 2023. The settlement also resulted in the return of equipment to the Company in October 2023.

The Company is currently pursuing 10 separate legal proceedings in attempting to collect approximately $1.8 million outstanding receivables. The Company is not confident that all legal proceedings and collection efforts will yield in positive results or return of equipment.

On April 25, 2024, Medical Investor Holdings, LLC dba Vertical Companies (“MIH”) filed a complaint against Agrify demanding $0.3 million. MIH purchased an XMU hydrocarbon extraction system from Precision in October 2021. MIH chose not to include installation and training in the original purchase but is now having problems with this equipment resulting in the claims against Precision, now owned by the Company. This case was dismissed without prejudice by opposing counsel on August 1, 2024.

The Company is also a defendant or plaintiff in a variety of other litigation matters that are individually insignificant. The timing and amount of any settlements, including potential payments made or received, is uncertain. Nonetheless, management currently estimates that the Company’s aggregate net loss exposure with respect to these cases is within the range of approximately $150 thousand to $300 thousand. Given the Company has determined these losses are probable of occurring and reasonably estimable, an accrual was recorded in the amount of $150 thousand within general and administrative expenses within the consolidated statement of operations.

On February 9, 2022, a former sales Vice President of the Company filed suit against the Company claiming he is owed back wages, commission and is entitled to equity in the company, under theories of liability under Massachusetts labor laws including retaliation, breach of contract, breach of covenant of good faith and fair dealing, fraudulent inducement, tortious interference and unjust enrichment. The Company filed its answer to the initial complaint in January 2023. The Company believes this is a meritless claim and has responded to various discovery requests. Discovery is ongoing and a final pretrial conference is presently scheduled for April 10, 2025.

Commitments

Mack Molding Co.

The Modification Agreement with Mack referenced above resulted in the Company entering a purchase commitment with Mack pursuant to which the Company was contractually obligated to purchase a minimum of 25 VFUs per quarter for each quarter during 2024 and a minimum of 50 VFUs per quarter for the six quarters beginning with the first quarter of 2025, at a per VFU price of $14,000. The Company made payment and took collection of 25 VFUs in the second quarter of 2024. The Company also granted Mack a second lien position on all Agrify assets.

On August 30, 2024, the Company entered into an amendment to the Modification Agreement with Mack, which modified the payment terms and VFU purchase requirements under the Modification Agreement. Pursuant to the amendment, the Company agreed to make the October Payment of $1.0 million and an additional $1.0 million prior to December 31, 2024. The Company has not made the October Payment as of the date hereof, however the Company is working with Mack to extend the date of the October Payment. The Company also agreed to purchase at least 25 VFUs prior to October 31, 2024 and a further 25 VFUs between November 1, 2024 and December 31, 2024. This commitment was satisfied on December 16, 2024 as a precursor to the Purchase Agreement with CP.

Other Commitments and Contingencies

The Company is potentially subject to claims related to various non-income taxes (such as sales, value-added, consumption, and similar taxes) from various tax authorities, including in jurisdictions in which the Company already collects and remits such taxes. If the relevant taxing authorities successfully pursue these claims, the Company could be subject to additional tax liabilities.

Refer to Note 10 – Debt, included elsewhere in the notes to the consolidated financial statements for details of the Company’s future minimum debt payments. Refer to Note 11 – Leases, included elsewhere in the notes to the consolidated financial statements for details of the Company’s future minimum lease payments under operating and financing lease liabilities. Refer to Note 15 – Income Taxes, included elsewhere in the notes to the consolidated financial statements for information regarding income tax contingencies.

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Cash flows from operating activities:
Net loss	$ (41,746)	$ (18,650)
Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities:
Depreciation and amortization	1,421	1,896
Amortization of debt premium	(47)	(109)
Amortization of debt issuance costs		24
Stock-based compensation expense	1,165	2,662
Change in fair value of warrant liabilities	17,902	(4,695)
Loss on extinguishment of long-term debt, net		4,311
Change in provision for credit losses, net	(336)	(15,261)
Change in provision for inventory	(747)	(14,823)
Loss on abandonment of CIP projects	31
(Gain) loss on disposal of property and equipment	14	(63)
Gain on early termination of lease	(50)
Gain on settlement of contingent liability	(5,935)
Loss on disposal of Cultivation business	11,893
Change in contingent consideration	(2,180)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	646	1,347
Inventory	8,341	17,158
Prepaid expenses and other current assets	1,872	(566)
Operating lease right-of-use assets	528	954
Other non-current assets	46	170
Accounts payable	(4,562)	108
Accrued expenses and other current liabilities	1,258	(4,473)
Operating lease liabilities	(519)	(872)
Contract liabilities	(578)	(93)
Net cash and cash equivalents used in operating activities	(11,583)	(30,975)
Cash flows from investing activities:
Purchases of property and equipment	(4)	(59)
Proceeds from disposal of property and equipment	20	311
Proceeds from sale of marketable securities		10,461
Issuance of loans receivable	(400)	(591)
Proceeds from repayment of loan receivable	330	15,057
Net cash and cash equivalents (used in) provided by investing activities	(54)	25,179
Cash flows from financing activities:
Proceeds from issuance of Common Stock through an S-1 and Pre-Funded Warrants offering	2,123
Proceeds from issuance of Common Stock through an “at the market” offering, net of fees		1,545
Proceeds from issuance of Common Stock through IONIC Stock Subscription	345
Proceeds from the issuance of Common Stock in connection with private placement, net	25,793
Proceeds from Employee Stock Purchase Plan Shares		25
Proceeds from exercise of Pre-Funded Warrants	36
Proceeds from issuance of warrants in settlement agreement		1,554
Proceeds from issuance of related party notes	14,453	4,444
Repayments of notes payable, other		(71)
Repayment of debt in private placement		(10,307)
Payments on other financing loans		(5)
Payments on insurance financing loans	(377)	(1,332)
Payments of financing leases		(80)
Net cash and cash equivalents provided by (used in) financing activities	42,373	(4,227)
Net increase (decrease) in cash and cash equivalents	30,736	(10,023)
Cash and cash equivalents at the beginning of period	434	10,457
Cash and cash equivalents of discontinued operations, beginning of period
Cash and cash equivalents of discontinued operations, end of period
Cash and cash equivalents at the end of period	31,170	434
Supplemental disclosures
Cash paid for interest		76
Supplemental disclosure of non-cash investing and financing activities
Fair value of warrants in connection with reclassification and issuance	6,791	5,432
Financing of prepaid insurance	14	1,694
Cashless exercise of liability classified warrants	1,680
Conversion of related party debt to equity	10,044
Transfer of property and equipment to inventory		33
Conversion of liability classified pre-funded warrants to equity	20,771
Deemed contribution from troubled debt restructuring with related party	676
Stock and warrants issued in connection with business combination	18,836
Conversion of convertible notes into equity	$ 1,731	$ 3,306

Stock-Based Compensation and Employee Benefit Plans - Schedule of Options Vested and Exercisable (Details)	12 Months Ended
	Dec. 31, 2024 $ / shares shares
14,580.00 [Member] \| Options Vested and Exercisable [Member]
Schedule of Options Vested and Exercisable [Line Items]
Number of Options \| shares	84
Weighted-Average Remaining Contractual Life (Years)	3 years 29 days
Weighted-Average Exercise Price (in Dollars per share) \| $ / shares	$ 14,580
14,580.00 [Member] \| Options Vested and Expected to Vest [Member]
Schedule of Options Vested and Exercisable [Line Items]
Number of Options \| shares	90
Weighted-Average Remaining Contractual Life (Years)	2 years 7 months 9 days
Weighted-Average Exercise Price (in Dollars per share) \| $ / shares	$ 14,580
6,840.00 [Member] \| Options Vested and Exercisable [Member]
Schedule of Options Vested and Exercisable [Line Items]
Number of Options \| shares	73
Weighted-Average Remaining Contractual Life (Years)	11 months 19 days
Weighted-Average Exercise Price (in Dollars per share) \| $ / shares	$ 6,840
6,840.00 [Member] \| Options Vested and Expected to Vest [Member]
Schedule of Options Vested and Exercisable [Line Items]
Number of Options \| shares	73
Weighted-Average Remaining Contractual Life (Years)	11 months 19 days
Weighted-Average Exercise Price (in Dollars per share) \| $ / shares	$ 6,840
41,520.00 [Member] \| Options Vested and Exercisable [Member]
Schedule of Options Vested and Exercisable [Line Items]
Number of Options \| shares	49
Weighted-Average Remaining Contractual Life (Years)	4 years 4 months 20 days
Weighted-Average Exercise Price (in Dollars per share) \| $ / shares	$ 41,520
41,520.00 [Member] \| Options Vested and Expected to Vest [Member]
Schedule of Options Vested and Exercisable [Line Items]
Number of Options \| shares	49
Weighted-Average Remaining Contractual Life (Years)	4 years 4 months 20 days
Weighted-Average Exercise Price (in Dollars per share) \| $ / shares	$ 41,520
43,470.00 [Member] \| Options Vested and Exercisable [Member]
Schedule of Options Vested and Exercisable [Line Items]
Number of Options \| shares	4
Weighted-Average Remaining Contractual Life (Years)	6 years 2 months 19 days
Weighted-Average Exercise Price (in Dollars per share) \| $ / shares	$ 43,470
43,470.00 [Member] \| Options Vested and Expected to Vest [Member]
Schedule of Options Vested and Exercisable [Line Items]
Number of Options \| shares	4
Weighted-Average Remaining Contractual Life (Years)	6 years 2 months 19 days
Weighted-Average Exercise Price (in Dollars per share) \| $ / shares	$ 43,470

Consolidated Balance Sheets (Parentheticals) - $ / shares

Dec. 31, 2024

Dec. 31, 2023

Common stock, par value (in Dollars per share)

^[1]

$ 0.001

Common stock, shares authorized

^[1]

35,000,000

10,000,000

Common stock, shares issued

^[1]

1,952,032

113,416

Common stock, shares outstanding

^[1]

1,952,032

113,416

Preferred stock, par value (in Dollars per share)

$ 0.001

Preferred stock, shares authorized

2,895,000

Preferred stock, shares issued

Preferred stock, shares outstanding

Preferred A Stock

Preferred stock, par value (in Dollars per share)

$ 0.001

Preferred stock, shares authorized

105,000

Preferred stock, shares issued

Preferred stock, shares outstanding

[1]

Stock-Based Compensation and Employee Benefit Plans

12 Months Ended

Dec. 31, 2024

Stock-Based Compensation and Employee Benefit Plans [Abstract]

Stock-Based Compensation and Employee Benefit Plans

Note 13 — Stock-Based Compensation and Employee Benefit Plans

2022 Omnibus Equity Incentive Plan

On April 29, 2022, the Company’s Board of Directors, and on June 8, 2022, the Company’s stockholders, adopted and approved the 2022 Omnibus Equity Incentive Plan (the “2022 Plan”), which provides for the grant of stock options, stock appreciation right awards, performance share awards, restricted stock awards, restricted stock unit awards, other stock-based awards and cash-based awards. The aggregate number of shares of Common Stock that may be reserved and available for grant and issuance under the 2022 Plan is 1,765 shares and 16,667 additional shares issued upon approval by the Board of Directors on January 8, 2024. On August 12, 2024, the Company’s stockholders approved an amendment to the 2022 Plan to increase the number of shares issuable thereunder by 166,667. Shares will be deemed to have been issued under the 2022 Plan solely to the extent actually issued and delivered pursuant to an award. The 2022 Plan shall continue in effect, unless sooner terminated, until the tenth anniversary of the date on which it was adopted by the Board of Directors. As of December 31, 2024, there were 56,324 shares of Common Stock available to be granted under the Company’s 2022 Plan.

The Company’s stock compensation expense from continuing operations was $892 thousand and $2.4 million for the years ended December 31, 2024 and 2023, respectively.

The Company’s stock compensation expense from discontinued operations was $273 thousand and $268 thousand for the years ended December 31, 2024 and 2023, respectively.

Stock Options

For the year ended December 31, 2024, there were no options granted or exercised under the Company’s stock option plans. For the same period, there were 23 options expired with a weighted average exercise price of $10,710.00. There were 216 and 688 options outstanding with a weighted average exercise price of $18,610.56 and $23,938.80 as of December 31, 2024 and 2023, respectively. There were 210 options vested and exercisable with a weighted average exercise price of $18,725.71 as of December 31, 2024. There were 216 options vested and expected to vest with a weighted average exercise price of $18,610.56 as of December 31, 2024.

As of December 31, 2024, total unrecognized compensation expense related to unvested options was $6,302, which is expected to be recognized over a weighted average period of 0.27 years.

Stock options granted under the Company’s 2022 Plan are generally non-qualified and are granted with an exercise price equal to the market price of the Company’s Common Stock on the date of grant. The fair value of each option grant was estimated on the date of the grant using the Black-Scholes option-pricing model. This model incorporates certain assumptions for inputs including a risk-free market interest rate, expected dividend yield of the underlying Common Stock, expected option life, and expected volatility in the market value of the underlying Common Stock. No stock options were granted during the years ended December 31, 2024 and 2023.

The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. The risk-free interest rate is based upon quoted market yields for United States Treasury debt securities with a term similar to the expected term. The expected dividend yield is based upon the Company’s history of having never issued a dividend and management’s current expectation of future action surrounding dividends. The Company calculates the expected volatility of the stock price based on the corresponding volatility of the Company’s peer group stock price for a period consistent with the underlying instrument’s expected term. The expected lives for such grants were based on the simplified method for employees and directors. Forfeitures are accounted for when they occur.

The following table presents option activity under the Company’s stock option plans for the years ended December 31, 2024 and 2023:

(In thousands, except share and per share data)	Number of Options			Weighted- Average Exercise Price		Aggregate Intrinsic Value
Options outstanding at January 1, 2023		896		$	22,770.75	$	—
Forfeited		(14	)		114.14
Expired		(194	)		792.69
Options outstanding at December 31, 2023		688		$	23,938.80	$	—
Granted		—
Forfeited		(449	)		26,095.64
Expired		(23	)		10,710.00
Options outstanding at December 31, 2024		216		$	18,610.56	$	—
Options vested and exercisable as of December 31, 2024		210		$	18,725.71
Options vested and expected to vest as of December 31, 2024		216		$	18,610.56

The following table summarizes information about options vested and exercisable at December 31, 2024:

		Options Vested and Exercisable
Price ($)		Number of Options		Weighted-Average Remaining Contractual Life (Years)		Weighted-Average Exercise Price
$	14,580.00		84		3.08	$	14,580.00
$	6,840.00		73		0.97	$	6,840.00
$	41,520.00		49		4.39	$	41,520.00
$	43,470.00		4		6.22	$	43,470.00

The following table summarizes information about options expected to vest after December 31, 2024:

		Options Vested and Expected to Vest
Price ($)		Number of Options		Weighted-Average Remaining Contractual Life (Years)		Weighted-Average Exercise Price
$	14,580.00		90		2.61	$	14,580.00
$	6,840.00		73		0.97	$	6,840.00
$	41,520.00		49		4.39	$	41,520.00
$	43,470.00		4		6.22	$	43,470.00

Restricted Stock Units

Under the 2022 Plan, the Company may grant restricted stock units to employees, directors and officers. The restricted stock units granted generally vest equally over periods ranging from one to three years. The fair value of restricted stock units is determined based on the closing market price of the Company’s Common Stock on the date of grant. Compensation expense related to the restricted stock units is recognized using a straight-line attribution method over the vesting period.

The following table presents restricted stock unit activity under the 2022 Plan for the year ended December 31, 2024:

	Number of Shares			Weighted- Average Grant Date Fair Value
Unvested at January 1, 2023		513		$	3,461.25
Granted		—			—
Vested		(161	)		3,462.00
Forfeited		(209	)		3,462.00
Unvested at December 31, 2023		143		$	3,462.00
Granted		238,874			9.60
Vested		(85,921	)		9.15
Forfeited		(50,229	)		7.05
Unvested at December 31, 2024		102,867		$	17.42

As of December 31, 2024, total unrecognized compensation expense related to unvested restricted stock units was $1.4 million, which is expected to be recognized over a weighted average period of 0.74 years.

2022 Employee Stock Purchase Plan

On April 29, 2022, the Company’s Board of Directors, and on June 8, 2022, the Company’s stockholders, adopted and approved the 2022 Employee Stock Purchase Plan (“ESPP”). The Company initially reserved 167 shares of Common Stock for issuance under the ESPP. On December 31, 2024 and 2023, no shares were available for future issuance.

Under the ESPP, eligible employees are granted options to purchase shares of Common Stock at the lower of 85% of the fair market value of the stock at the time of grant or 85% of the fair market value at the time of exercise. Options to purchase shares are granted twice yearly on or about August 1 and February 1 and are exercisable on or about the succeeding January 31 and July 31, respectively, of each year. No participant may purchase more than $25,000 worth of Common Stock annually. During the years ended December 31, 2024 and 2023, 0 and 167 of Common Stock was granted under the 2022 ESPP.

Employee Benefit Plan

The Company maintains an employee’s savings and retirement plan under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”). All full-time U.S. employees become eligible to participate in the 401(k) Plan. The Company’s contribution to the 401(k) Plan is discretionary. During the year ended December 31, 2024 and 2023, the Company did not contribute to the 401(k) Plan.

Goodwill

12 Months Ended

Dec. 31, 2024

Goodwill [Abstract]

Goodwill

Note 9 — Goodwill

In connection with the acquisition of certain assets from Double or Nothing, the excess of the purchase price over the estimated fair value of the net assets assumed of $9,713 thousand was recognized as goodwill.

The following is a roll forward of goodwill based upon the preliminary purchase price allocations ($ in thousands):

	Year Ended December 31,
(In thousands)	2024		2023
Goodwill - beginning of period	$	—	$	—
Goodwill acquired during period (Note 7)		9,713		—
Goodwill - end of period	$	9,713	$	—

Consolidated Balance Sheets - USD ($)
$ in Thousands

Dec. 31, 2024

Dec. 31, 2023

Current assets:

Cash and cash equivalents

$ 31,170

$ 434

Accounts receivable, net

Inventory, net

500

Prepaid expenses and other current assets

398

507

Current assets of discontinued operations

2,596

23,068

Total current assets

34,694

24,009

Goodwill

9,713

Intangible assets

8,900

Non-current assets of discontinued operations

715

21,261

Total assets

54,022

45,270

Current liabilities:

Accounts payable

825

2,067

Accrued expenses and other current liabilities

4,090

669

Long-term debt, current

522

766

Related party debt, current

10,000

4,444

Current liabilities of discontinued operations

9,242

33,303

Total current liabilities

24,679

41,249

Warrant liabilities

996

1,290

Long-term debt, net of current

16,047

Non-current liabilities of discontinued operations

257

1,394

Total liabilities

25,933

59,980

Commitments and contingencies (Note 18)

Stockholders’ equity (deficit):

Common Stock, $0.001 par value per share, 35,000,000 and 10,000,000 shares authorized at December 31, 2024 and 2023, respectively,1,952,032 and 113,416 shares issued and outstanding at December 31, 2024 and 2023, respectively

^[1]

Preferred stock value

Additional paid-in capital

335,400

250,857

Accumulated deficit

(307,313)

(265,567)

Total stockholders’ equity (deficit)

28,089

(14,710)

Total liabilities and stockholders’ equity (deficit)

54,022

45,270

Preferred A Stock

Stockholders’ equity (deficit):

Preferred stock value

[1]

Stock Warrants (Details)	12 Months Ended
Stock Warrants (Details)	Dec. 31, 2024 USD ($)
Placement Agent Warrants [Member]
Stock Warrants [Line Items]
Exercise of warrants	$ 26,000
Pre-Funded Warrants [Member]
Stock Warrants [Line Items]
Exercise of warrants	$ 10,000

Fair Value Measures - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Assets:
Total assets
Liabilities:
Total liabilities	996	1,290
Level 1 [Member]
Assets:
Total assets
Liabilities:
Total liabilities
Level 2 [Member]
Assets:
Total assets
Liabilities:
Total liabilities
Level 3 [Member]
Assets:
Total assets
Liabilities:
Total liabilities	996	1,290
Money market funds [Member]
Assets:
Total assets
Money market funds [Member] \| Level 1 [Member]
Assets:
Total assets
Money market funds [Member] \| Level 2 [Member]
Assets:
Total assets
Money market funds [Member] \| Level 3 [Member]
Assets:
Total assets
Warrant liabilities - January 2022 warrants [Member]
Liabilities:
Total liabilities	1	1
Warrant liabilities - January 2022 warrants [Member] \| Level 1 [Member]
Liabilities:
Total liabilities
Warrant liabilities - January 2022 warrants [Member] \| Level 2 [Member]
Liabilities:
Total liabilities
Warrant liabilities - January 2022 warrants [Member] \| Level 3 [Member]
Liabilities:
Total liabilities	1	1
Warrant liabilities - March 2022 warrants [Member]
Liabilities:
Total liabilities	15	7
Warrant liabilities - March 2022 warrants [Member] \| Level 1 [Member]
Liabilities:
Total liabilities
Warrant liabilities - March 2022 warrants [Member] \| Level 2 [Member]
Liabilities:
Total liabilities
Warrant liabilities - March 2022 warrants [Member] \| Level 3 [Member]
Liabilities:
Total liabilities	15	7
Warrant liabilities - August 2022 warrants [Member]
Liabilities:
Total liabilities	46	18
Warrant liabilities - August 2022 warrants [Member] \| Level 1 [Member]
Liabilities:
Total liabilities
Warrant liabilities - August 2022 warrants [Member] \| Level 2 [Member]
Liabilities:
Total liabilities
Warrant liabilities - August 2022 warrants [Member] \| Level 3 [Member]
Liabilities:
Total liabilities	46	18
Warrant liabilities - December 2022 warrants [Member]
Liabilities:
Total liabilities	934	1,264
Warrant liabilities - December 2022 warrants [Member] \| Level 1 [Member]
Liabilities:
Total liabilities
Warrant liabilities - December 2022 warrants [Member] \| Level 2 [Member]
Liabilities:
Total liabilities
Warrant liabilities - December 2022 warrants [Member] \| Level 3 [Member]
Liabilities:
Total liabilities	$ 934	$ 1,264

Business Combinations (Details) - USD ($)		12 Months Ended
Business Combinations (Details) - USD ($)	Dec. 12, 2024	Dec. 31, 2024	Dec. 31, 2023	Nov. 20, 2024
Business Combinations [Line Items]
Purchase of warrants (in Shares)				949,515
Debt amount	$ 400,000
Intangible assets		$ 8,900,000
Weighted average useful life		7 years 11 months 8 days
Revenue		$ 18,000
Transaction and related costs		$ 300,000
Tradenames [Member]
Business Combinations [Line Items]
Estimates for useful lives		7 years
Customer Relationships [Member]
Business Combinations [Line Items]
Estimates for useful lives		10 years
Business Combinations [Member]
Business Combinations [Line Items]
Non-cash consideration	$ 18,800,000
Common Stock [Member]
Business Combinations [Line Items]
Aggregate consideration exchanged (in Shares)	97,300
Common Stock [Member] \| Pre-Funded Warrants [Member]
Business Combinations [Line Items]
Purchase of warrants (in Shares)	432,700
Acquisition [Member]
Business Combinations [Line Items]
Revenue		$ 18,000

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Deferred tax assets:
Net operating loss carryforward	$ 48,662	$ 35,491
Accruals, reserves, and other	4,422	11,559
Stock-based compensation	442	706
Research and development tax credit carryforward
Lease liability	126	464
Fixed assets	116	246
Intangible assets	3,475	3,104
Capitalized sec. 174 R&E	1,731	2,068
Credits	1,221
Uncertain tax positions	(1,221)
Total Deferred Tax Asset	58,974	53,638
Valuation allowance	(58,852)	(53,219)
Deferred income tax assets, net of Valuation Allowance	122	419
Deferred tax liabilities:
Right-of-Use Asset	(122)	(419)
Total Deferred Tax Liability	(122)	(419)
Net Deferred Tax Asset/(Liability)

Supplemental Consolidated Balance Sheet Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Supplemental Consolidated Balance Sheet Information [Line Items]
Allowance for credit losses
Provisions, write-offs, or recoveries

Discontinued Operations

12 Months Ended

Dec. 31, 2024

Discontinued Operations [Abstract]

Discontinued Operations

Note 6 — Discontinued Operations

Cultivation Business Discontinued Operations

On December 31, 2024, the Company executed and closed the Purchase Agreement with CP for the sale of assets relating to the Company’s Cultivation Business. The consideration for the sale of the Cultivation Business consisted of the assumption by CP of all the Company’s secured indebtedness currently held by CP with an aggregate amount of principal and accrued interest of approximately $7 million, as well as certain other liabilities related to the Cultivation Business. The sale represents efforts to strategically shift the Company’s direction to focus on its hemp-related business operations. As a result, the Cultivation Business has been presented as discontinued operations in the consolidated financial statements for all periods presented.

The disposition resulted in a loss on sale of $11.9 million, which was recorded in Loss on disposal of Cultivation business in the consolidated statement of operations for the period ended December 31, 2024. The operating results of the Cultivation Business were reported as a net loss from discontinued operations in the consolidated statements of operations through December 31, 2024, the date of disposition, and were considered material. The net loss from discontinued operations for the period ended December 31, 2023 represents the Cultivation Business’ operating results from the prior year. The assets and liabilities related to the Cultivation Business have been separately classified in the accompanying consolidated balance sheet as of December 31, 2023 and 2024.

Extraction Business Discontinued Operations

On March 30, 2025, the Company approved the discontinuation and wind down of its legacy Extraction Business. As a result, all operations associated with the Extraction Business have ceased as of March 31, 2025, and the Company has initiated the sale or disposal of all remaining assets related to the Extraction Business. In addition, all outstanding contracts associated with the Extraction Business have been or are in the process of being terminated in accordance with their respective terms. In connection with the discontinuation of the business, the Company reduced its workforce by nine employees on April 1, 2025. The discontinuation of the legacy Extraction Business represents efforts to strategically shift the Company’s direction to support the continued expansion of its hemp-derived products business operations. As a result, the Extraction Business has been presented as discontinued operations in the consolidated financial statements for all periods presented. The operating results of the Extraction Business were reported as a net loss from discontinued operations in the consolidated statements of operations for the years ended December 31, 2024 and 2023, and were considered material. The assets and liabilities related to the Extraction Business have been separately classified in the accompanying consolidated balance sheet as of December 31, 2024 and 2023.

The Discontinued Operations resulted in a loss of $6.6 million and $6.7 million, which was recorded in net loss from discontinued operations in the consolidated statement of operations for the periods ended December 31, 2024 and 2023, respectively.

The assets and liabilities associated with the Discontinued Operations consisted of the following as of December 31, 2024 and 2023, respectively:

(In thousands)	December 31, 2024		December 31, 2023
Assets
Current assets:
Accounts receivable, net	$	318	$	1,149
Inventory, net		1,079		18,170
Prepaid expenses and other current assets		1,199		3,749
Current assets of discontinued operations		2,596		23,068
Loan receivable, net		—		11,583
Property and equipment, net		186		7,734
Operating lease right-of-use assets		504		1,803
Other non-current assets		25		141
Non-current assets of discontinued operations		715		21,261
Total assets of discontinued operations	$	3,311	$	44,329

Current liabilities:
Accounts payable	$	1,249	$	18,699
Accrued expenses and other current liabilities		5,207		9,986
Operating lease liabilities, current		261		599
Related party debt, current		—		—
Customer deposits		2,525		4,019
Current liabilities of discontinued operations		9,242		33,303
Operating lease liabilities, net of current		257		1,394
Long-term debt, net of current		—		—
Non-current liabilities of discontinued operations		257		1,394
Total liabilities	$	9,499	$	34,697

The following table summarizes the Company’s loss from the Discontinued Operations for the years ended December 31, 2024 and 2023, respectively:

	For the year ended December 31,
(In thousands)	2024			2023
Revenue	$	10,212		$	16,868
Cost of goods sold		13,487			11,590
Gross (loss) profit		(3,275	)		5,278

Selling, general and administrative		8,748			11,655
Research and development		743			2,295
Gain on settlement of contingent liabilities		(5,935	)		—
(Gain) loss on disposal on property and equipment		(38	)		144
Total operating expenses		3,518			14,094

Operating loss from discontinued operations		(6,793	)		(8,816	)

Other Income (Expense)
Interest expense, net		—			295
Loss on disposal of Cultivation business		(11,893	)		—
Other income, net		169			1,802
Total other expense		(11,724	)		2,097

Net loss from discontinued operations		(18,517	)		(6,719	)
Income tax effect on discontinued operations		—			—
Loss from discontinued operations, net of income taxes		(18,517	)		(6,719	)

The consolidated statements of cash flows include continuing operations and discontinued operations. The following table summarizes the depreciation and amortization of long-lived assets, provisions for credit losses, adjustments to the net realizable value of inventories, and capital expenditures and disposals related to the Discontinued Operations for the years ended December 31:

	2024			2023
Depreciation and amortization	$	1,421		$	1,896
Recovery of credit losses		(336	)		(15,261	)
Recovery of slow-moving inventory		(747	)		(14,823	)
Purchases of property and equipment		(4	)		(59	)
Proceeds from disposal of property and equipment		20			311

Supplemental Consolidated Balance Sheet Information

12 Months Ended

Dec. 31, 2024

Supplemental Consolidated Balance Sheet Information [Abstract]

Supplemental Consolidated Balance Sheet Information

Note 3 — Supplemental Consolidated Balance Sheet Information

Accounts Receivable, Net

Accounts receivable consisted of the following as of December 31, 2024 and December 31, 2023:

	Year Ended December 31,
(In thousands)	2024		2023
Accounts receivable, gross	$	30	$	—
Less allowance for credit losses		—		—
Accounts receivable, net	$	30	$	—

The Company evaluated the collectability of its accounts receivable as of December 31, 2024 and 2023, and determined that no allowance for credit losses was required for both years. There were no provisions, write-offs, or recoveries during the year ended December 31, 2024 and 2023.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following as of December 31, 2024 and December 31, 2023:

	Year Ended December 31,
(In thousands)	2024		2023
Other receivables	$	170	$	34
Prepaid insurance		86		454
Prepaid expenses, other		142		19
Total prepaid expenses and other current assets	$	398	$	507

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following as of December 31, 2024 and December 31, 2023:

	Year Ended December 31,
(In thousands)	2024		2023
Litigation reserve	$	1,628	$	8
Compensation related fees		1,112		130
Accrued professional fees		802		202
Accrued consulting fees		383		6
Accrued interest expense		161		321
Sales tax payable		4		2
Total accrued expenses and other current liabilities	$	4,090	$	669

Income Taxes - Schedule of Reconciliation of Effective Tax Rate on Income from Continuing Operations and the Statutory Tax Rate (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Schedule of Reconciliation of Effective Tax Rate on Income from Continuing Operations and the Statutory Tax Rate [Abstract]
Current tax at U.S. statutory rate	$ (8,767)	$ (3,925)
Nondeductible/nontaxable items	3,336	(336)
State taxes	(872)	(458)
Rate change	(717)	1,613
True-up and other	1,383	2,621
Valuation allowance	5,635	487
Income tax expense (benefit)	$ (2)	$ 2

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.7)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-10

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Subparagraph (a)
-SubTopic 20
-Topic 740
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482659/740-20-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h))
-SubTopic 10
-Topic 235
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

+ Details

Income Taxes

12 Months Ended

Dec. 31, 2024

Income Taxes [Abstract]

Income Taxes

Note 15 — Income Taxes

For financial reporting purposes, the net pre-tax book income and/or loss from continuing and discontinued operations for the U.S. and foreign entities, in the aggregate, was:

(In thousands)	December 31, 2024			December 31, 2023
United States	$	(41,746	)	$	(18,650	)
Foreign		—			—
Total	$	(41,746	)	$	(18,650	)

Income tax expense (benefit) from continuing and discontinued operations consisted of the following for the years ended December 31, 2024 and December 31, 2023:

(In thousands)	December 31, 2024			December 31, 2023
Current:
Federal	$	—		$	—
State		(2	)		2
Foreign		—			—
Subtotal		(2	)		2

Deferred:
Federal		—			—
State		—			—
Foreign		—			—
Subtotal		—			—
Total	$	(2	)	$	2

(In thousands)	December 31, 2024			December 31, 2023
Current tax at U.S. statutory rate	$	(8,767	)	$	(3,925	)
Nondeductible/nontaxable items		3,336			(336	)
State taxes		(872	)		(458	)
Rate change		(717	)		1,613
True-up and other		1,383			2,621
Valuation allowance		5,635			487
Income tax expense (benefit)	$	(2	)	$	2

Deferred income taxes reflect the net tax effects of temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Realization of net deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain.

The following items comprise the Company’s net deferred tax assets and liabilities as of December 31, 2024 and December 31, 2023:

(In thousands)	December 31, 2024			December 31, 2023
Deferred tax assets:
Net operating loss carryforward	$	48,662		$	35,491
Accruals, reserves, and other		4,422			11,559
Stock-based compensation		442			706
Research and development tax credit carryforward		—			—
Lease liability		126			464
Fixed assets		116			246
Intangible assets		3,475			3,104
Capitalized sec. 174 R&E		1,731			2,068
Credits		1,221			—
Uncertain tax positions		(1,221	)		—
Total Deferred Tax Asset		58,974			53,638

Valuation allowance		(58,852	)		(53,219	)
Deferred income tax assets, net of Valuation Allowance		122			419

Deferred tax liabilities:
Right-of-Use Asset		(122	)		(419	)
Total Deferred Tax Liability		(122	)		(419	)

Net Deferred Tax Asset/(Liability)	$	—		$	—

The Company continually evaluates the likelihood of the realization of deferred tax assets and adjusts the carrying amount of the deferred tax assets by the valuation allowance to the extent the future realization of the deferred tax assets is more likely than not. The Company considers many factors when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectation of future taxable income or loss, the carryforward periods available to the Company for tax reporting purposes, and other relevant factors.

As of December 31, 2024, based on the Company’s history of earnings and its assessment of future earnings, management believes that it is more likely than not that future taxable income will not be sufficient to realize the deferred tax assets. Therefore full valuation allowance has been applied to deferred tax assets.

Effective for tax years beginning after December 31, 2021, taxpayers are required to capitalize any expenses incurred that are considered incidental to research and experimentation (“R&E”) activities under U.S. Internal Revenue Code (“IRC”) Section 174. While taxpayers historically had the option of deducting these expenses under IRC Section 174, the December 2017 Tax Cuts and Jobs Act mandates capitalization and amortization of R&E expenses for tax years beginning after December 31, 2021. Expenses incurred in connection with R&E activities in the U.S. must be amortized over a 5-year period if incurred, and R&E expenses incurred outside the U.S. must be amortized over a 15-year period. R&E activities are broader in scope than qualified research activities that are considered under IRC Section 41 (relating to the research tax credit).

As of the year ended December 31, 2024, the Company has federal and state net operating loss carryforwards of approximately $197.6 million and $128.7 million respectively. Federal net operating loss carryforwards in the amount of $0.7 million begin expiring in 2036 and approximately $196.9 million have an indefinite life. Federal net operating loss (“NOL”) carryforwards generated after tax year 2021 are subject to an 80% limitation on taxable income, do not expire and will carryforward indefinitely. State net operating loss carryforwards in the amount of $115.8 million begin expiring in 2039 and approximately $12.8 million have an indefinite life.

The utilization of the Company’s NOLs may be subject to a U.S. federal limitation due to the “change in ownership provisions” under Section 382 of the IRC and other similar limitations in various state jurisdictions. Such limitations may result in a reduction of the amount of net operating loss carryforwards in future years and possibly the expiration of certain net operating loss carryforwards before their utilization.

(In thousands)	December 31, 2024		December 31, 2023
Jurisdiction	NOL Available		NOL Available
Federal	$	675	$	675
Federal - Indefinite		196,903		143,552
Subtotal - Federal		197,578		144,227

State		115,846		85,245
State - Indefinite		12,814		8,038
Subtotal - State		128,660		93,283

Foreign		—		—
Foreign - Indefinite		—		—
Subtotal - Foreign	$	—	$	—

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examinations by federal, foreign, and state and local jurisdictions, where applicable. There are currently no pending tax examinations. The Company’s tax years are still open under statute from 2019 to the present in the U.S. and from 2019 to present in the Company’s foreign operations. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service and state and local tax authorities to the extent utilized in a future period.

As required by the uncertain tax position guidance in ASC Topic 740 (“ASC 740”), Income Tax the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company applied the uncertain tax position guidance in ASC 740, Accounting for Income to all tax positions for which the statute of limitations remained open. Any estimates of tax contingencies contain assumptions and judgments about potential actions by taxing jurisdictions. Any interest and penalties related to uncertain tax positions would be included as part of the income tax provision.

The Company’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analysis of or changes in tax laws, regulations and interpretations thereof as well as other factors.

Uncertain Tax Positions

Our unrecognized tax benefits at December 31, 2024 relate entirely to research and development tax credits. The total amount of unrecognized tax benefits at December 31, 2024 is $1.2 million. If recognized, none of the unrecognized tax benefits would impact our effective tax rate. The following table summarizes the activity related to our unrecognized tax benefits (in thousands):

(In thousands)	Year ended December 31, 2024
Unrecognized benefit – beginning of period	$	—
Prior period tax position increases		1,100
Current period tax position increases		91
Unrecognized benefit – end of period	$	1,191

Our policy is to recognize interest and penalties related to income taxes as components of interest expense and other expense, respectively. We incurred no interest or penalties related to unrecognized tax benefits in the years ended December 31, 2024 or 2023. We do not anticipate any significant changes in our uncertain tax positions within twelve months of this reporting date.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Overview, Basis of Presentation and Significant Accounting Policies - Schedule of Property and Equipment (Details)	Dec. 31, 2024
Schedule of Property and Equipment [Line Items]
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration]	Estimated useful life
Furniture and Fixtures [Member]
Schedule of Property and Equipment [Line Items]
Estimated useful life	2 years
Software [Member]
Schedule of Property and Equipment [Line Items]
Estimated useful life	3 years
Vehicles [Member]
Schedule of Property and Equipment [Line Items]
Estimated useful life	5 years
Research and Development of Laboratory Equipment [Member]
Schedule of Property and Equipment [Line Items]
Estimated useful life	5 years
Minimum [Member] \| Computer and Office Equipment [Member]
Schedule of Property and Equipment [Line Items]
Estimated useful life	2 years
Minimum [Member] \| Machinery and Equipment [Member]
Schedule of Property and Equipment [Line Items]
Estimated useful life	3 years
Minimum [Member] \| Trade Show Assets [Member]
Schedule of Property and Equipment [Line Items]
Estimated useful life	3 years
Maximum [Member] \| Computer and Office Equipment [Member]
Schedule of Property and Equipment [Line Items]
Estimated useful life	3 years
Maximum [Member] \| Machinery and Equipment [Member]
Schedule of Property and Equipment [Line Items]
Estimated useful life	5 years
Maximum [Member] \| Trade Show Assets [Member]
Schedule of Property and Equipment [Line Items]
Estimated useful life	5 years

Supplemental Consolidated Balance Sheet Information - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Schedule of Accounts Receivable [Abstract]
Accounts receivable, gross	$ 30
Less allowance for credit losses
Accounts receivable, net	$ 30

Stock Warrants - Schedule of Warrant Activity (Details) - Warrant [Member] - $ / shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Schedule of Warrant Activity [Line Items]
Number of Warrants, outstanding beginning	358,687	102,000
Weighted- Average Exercise Price, outstanding beginning	$ 162.45	$ 571.05
Number of Warrants, Issued	8,188,353	262,353
Weighted- Average Exercise Price, Issued	$ 0.02	$ 0.15
Number of Warrants, Exercised	(913,350)	(5,664)
Weighted- Average Exercise Price, Exercised	$ 0.12
Number of Warrants, Canceled	(57,117)	(2)
Weighted- Average Exercise Price, Canceled	$ 52.59
Number of Warrants, outstanding ending	7,576,573	358,687
Weighted- Average Exercise Price, outstanding ending	$ 7.3	$ 162.45

Overview, Basis of Presentation and Significant Accounting Policies

12 Months Ended

Dec. 31, 2024

Overview, Basis of Presentation and Significant Accounting Policies [Abstract]

Overview, Basis of Presentation and Significant Accounting Policies

Note 1 — Overview, Basis of Presentation and Significant Accounting Policies

Description of Business

The Company has ten wholly-owned consolidated subsidiaries, which are collectively referred to as the “Subsidiaries” and the Company also has ownership interests in certain companies.

Reverse Stock Splits

Nasdaq Deficiency Notice

Basis of Presentation and Principles of Consolidation

Accounting for Wholly-Owned Subsidiaries

Use of Estimates

Reclassifications

Certain amounts in the consolidated financial statements related to the prior years have been reclassified to conform to the current year’s presentation.

Discontinued Operations

Cash and Cash Equivalents

Marketable Securities

Accounts Receivable, Net

Concentration of Credit Risk and Significant Customer

For the year ended December 31, 2024, one customer accounted for 100% of revenue. For the year ended December 31, 2023, the Company did not have revenue from continuing operations.

As of December 31, 2024 and 2023, one customer accounted for 100% of accounts receivable. As of December 31, 2023, the Company did not have accounts receivable associated with continuing operations.

Inventories

Property and Equipment

	Estimated Useful Life (Years)
Computer and office equipment		2 to 3
Furniture and fixtures		2
Software		3
Vehicles		5
Research and development of laboratory equipment		5
Machinery and equipment		3 to 5
Trade show assets		3 to 5
Leasehold improvements		Lower of estimated useful life or remaining lease term

Goodwill

Warrant Liabilities

Convertible Notes Payable

Debt Issuance Costs and Debt Discount

Original Issue Discount

Leases

Contract Liabilities

Fair Value of Financial Instruments

Stock-Based Compensation

The Company classifies stock-based compensation expense in its consolidated statements of operations in the same manner in which the award recipient’s payroll costs are classified.

Business Combinations

Revenue Recognition

Overview

We generate revenue from hemp-derived beverage sales.

In accordance with ASC Topic 606, Revenue Recognition (“ASC 606”), we recognize revenue from contracts with customers using a five-step model, which is described below:

●

identify the customer contract;

●

identify performance obligations that are distinct;

●

determine the transaction price;

●

allocate the transaction price to the distinct performance obligations; and

●

recognize revenue as the performance obligations are satisfied.

Significant Judgments

The Company determines the SSP for services in time and materials contracts by observable prices in standalone services arrangements.

In accordance with ASC 606, the Company is required to include disclosure on its remaining performance obligations as of the end of the current reporting period. Due to the nature of the Company’s contracts, these reporting requirements are not applicable. The majority of the Company’s remaining contracts meet certain exemptions as defined in ASC 606, including (i) performance obligation is part of a contract that has an original expected duration of one year or less and (ii) the right to invoice practical expedient.

Research and Development Costs

Income Taxes

Net Loss Per Share

Net loss per share calculations for all periods have been adjusted to reflect the reverse stock splits effected on July 5, 2023 and October 8, 2024.

Recently Adopted Accounting Pronouncements

Recently Announced Accounting Pronouncements

Other recent accounting pronouncements did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

Fair Value Measures (Tables)

12 Months Ended

Dec. 31, 2024

Fair Value Measures [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis

At December 31, 2024 and December 31, 2023, the Company’s assets and liabilities measured at fair value on a recurring basis were as follows:

	December 31, 2024								December 31, 2023
	Fair Value Measurements Using Input Types								Fair Value Measurements Using Input Types
(In thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	—		—		—	$	—	$	—		—		—	$	—
Total assets	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Liabilities:
Warrant liabilities - January 2022 warrants	$	—	$	—	$	1	$	1	$	—	$	—	$	1	$	1
Warrant liabilities - March 2022 warrants		—		—		15		15		—		—		7		7
Warrant liabilities - August 2022 warrants		—		—		46		46		—		—		18		18
Warrant liabilities - December 2022 warrants		—		—		934		934		—		—		1,264		1,264
Total liabilities	$	—	$	—	$	996	$	996	$	—	$	—	$	1,290	$	1,290

Schedule of Company’s Assumptions Used in the Valuations

The following table summarizes the Company’s assumptions used in the valuations as of December 31, 2024 and 2023:

	January 2022 Warrants			March 2022 Warrants			August 2022 Warrants			December 2022 Warrants
	December 31, 2024
Stock price	$	28.99		$	28.99		$	28.99		$	28.99
Exercise price	$	22,440.00		$	6,450.00		$	3,690.00		$	0.14
Expected term (in Years)		2.08			2.73			3.14			2.97
Volatility		171.00	%		171.00	%		171.00	%		171.00	%
Discount rate - treasury yield		4.27	%		4.27	%		4.27	%		4.27	%

	January 2022 Warrants			March 2022 Warrants			August 2022 Warrants			December 2022 Warrants
	December 31, 2023
Stock price	$	1.26		$	1.26		$	1.26		$	1.26
Exercise price	$	1,496.00		$	430.00		$	246.00		$	3.45
Expected term (in Years)		3.57			4.13			4.13			4.13
Volatility		138.00	%		136.00	%		136.00	%		136.00	%
Discount rate - treasury yield		3.96	%		3.91	%		3.91	%		3.91	%

Schedule of Changes in the Fair Value of the Level 3 Warrant Liabilities

The following table sets forth a summary of the changes in the fair value of the Level 3 warrant liabilities for the years ended December 31, 2024 and 2023:

	2024			2023
Warrant liabilities - beginning of period	$	1,290		$	5,985
Initial fair value of warrant liabilities		5,601			—
Exercise of warrants		(3,026	)		—
Reclassification of warrant liabilities to equity		(20,771	)		—
Change in estimated fair value		17,902			(4,695	)
Warrant liabilities end of period	$	996		$	1,290

Goodwill - Schedule of Goodwill Based upon the Preliminary Purchase Price (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Schedule of Goodwill Based upon the Preliminary Purchase Price [Astract]
Goodwill - beginning of period
Goodwill acquired during period (Note 7)	9,713
Goodwill - end of period	$ 9,713

- Definition

+ References

+ Details

Intangible Assets - Schedule of Intangible Assets (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Schedule of Intangible Assets [Line Items]
Net Book Value	$ 8,900
Customer Relationships [Member]
Schedule of Intangible Assets [Line Items]
Estimated Useful Life in Years	10 years
Net Book Value	$ 2,800
Tradenames [Member]
Schedule of Intangible Assets [Line Items]
Estimated Useful Life in Years	7 years
Net Book Value	$ 6,100

- Definition

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

+ References + Details

Stock Warrants

12 Months Ended

Dec. 31, 2024

Stock Warrants [Abstract]

Stock Warrants

Note 14 — Stock Warrants

The following tables present all warrant activity of the Company for the year ended December 31, 2024 and December 31, 2023:

	Number of Warrants			Weighted- Average Exercise Price
Warrants outstanding at January 1, 2023		102,000		$	571.05
Issued		262,353			0.15
Exercised		(5,664	)		—
Canceled		(2	)		—
Warrants outstanding at December 31, 2023		358,687		$	162.45
Issued		8,188,353			0.02
Exercised		(913,350	)		0.12
Canceled		(57,117	)		52.59
Warrants outstanding at December 31, 2024		7,576,573		$	7.30

The Company received proceeds from the exercise of Placement Agent Warrants of $26,000 and Pre-Funded Warrants of $10,000 for the year ended December 31, 2024.

Business Combinations - Schedule of Initial Accounting Estimates (Details) - Acquisition of Señorita [Member] $ in Thousands	Dec. 31, 2024 USD ($)
Schedule of Initial Accounting Estimates [Line Items]
Total purchase price	$ 19,236
Tradenames [Member]
Schedule of Initial Accounting Estimates [Line Items]
Total purchase price	6,100
Customer Relationships [Member]
Schedule of Initial Accounting Estimates [Line Items]
Total purchase price	2,800
Deposits [Member]
Schedule of Initial Accounting Estimates [Line Items]
Total purchase price	123
Inventory [Member]
Schedule of Initial Accounting Estimates [Line Items]
Total purchase price	500
Goodwill [Member]
Schedule of Initial Accounting Estimates [Line Items]
Total purchase price	$ 9,713

Stock-Based Compensation and Employee Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2024

Stock-Based Compensation and Employee Benefit Plans [Abstract]

Schedule of Option Activity Under the Company’s Stock Option Plans

The following table presents option activity under the Company’s stock option plans for the years ended December 31, 2024 and 2023:

(In thousands, except share and per share data)	Number of Options			Weighted- Average Exercise Price		Aggregate Intrinsic Value
Options outstanding at January 1, 2023		896		$	22,770.75	$	—
Forfeited		(14	)		114.14
Expired		(194	)		792.69
Options outstanding at December 31, 2023		688		$	23,938.80	$	—
Granted		—
Forfeited		(449	)		26,095.64
Expired		(23	)		10,710.00
Options outstanding at December 31, 2024		216		$	18,610.56	$	—
Options vested and exercisable as of December 31, 2024		210		$	18,725.71
Options vested and expected to vest as of December 31, 2024		216		$	18,610.56

Schedule of Options Vested and Exercisable

The following table summarizes information about options vested and exercisable at December 31, 2024:

		Options Vested and Exercisable
Price ($)		Number of Options		Weighted-Average Remaining Contractual Life (Years)		Weighted-Average Exercise Price
$	14,580.00		84		3.08	$	14,580.00
$	6,840.00		73		0.97	$	6,840.00
$	41,520.00		49		4.39	$	41,520.00
$	43,470.00		4		6.22	$	43,470.00

The following table summarizes information about options expected to vest after December 31, 2024:

		Options Vested and Expected to Vest
Price ($)		Number of Options		Weighted-Average Remaining Contractual Life (Years)		Weighted-Average Exercise Price
$	14,580.00		90		2.61	$	14,580.00
$	6,840.00		73		0.97	$	6,840.00
$	41,520.00		49		4.39	$	41,520.00
$	43,470.00		4		6.22	$	43,470.00

Schedule of Restricted Stock Unit Activity

The following table presents restricted stock unit activity under the 2022 Plan for the year ended December 31, 2024:

	Number of Shares			Weighted- Average Grant Date Fair Value
Unvested at January 1, 2023		513		$	3,461.25
Granted		—			—
Vested		(161	)		3,462.00
Forfeited		(209	)		3,462.00
Unvested at December 31, 2023		143		$	3,462.00
Granted		238,874			9.60
Vested		(85,921	)		9.15
Forfeited		(50,229	)		7.05
Unvested at December 31, 2024		102,867		$	17.42

Debt (Details) - USD ($)														12 Months Ended
Debt (Details) - USD ($)	Dec. 12, 2024	Nov. 05, 2024	Aug. 14, 2024	Jan. 25, 2024	Dec. 04, 2023	Oct. 27, 2023	Aug. 06, 2023	Jul. 31, 2023	Jul. 12, 2023	May 01, 2023	Apr. 26, 2023	Mar. 08, 2023	Aug. 18, 2022	Dec. 31, 2024	Dec. 31, 2023	May 21, 2024	Apr. 01, 2024	Nov. 30, 2023
Debt [Line Items]
Principal balance												$ 10,300,000
Redemption price percentage				102.50%
Outstanding principal amount percentage														115.00%
Convertible note shares of common stock (in Shares)										29,679	10,241
Share issued (in Shares)										4,638
Borrowing outstanding principal				$ 18,300,000
Loan interest rate				10.00%
Redeem portion amount				$ 5,000,000
Aggregate excess in common stock														49.99%
Fair value														$ 2,123,000	$ 1,545,000
Excess carrying value														700,000
Aggregate interest expense														1,000,000
Issuance remaining								$ 200,000
Interest rate							10.00%
Incurred interest expense														$ 47,700
Warrant exercisable issuance shares (in Shares)														525,114
Related party debt														$ 14,453,000	4,444,000
Related party debt carrying value														0
Bears interest at a rate			10.00%
Amortization payments rate		10.00%
Advanced upon issuance															$ 80,000
Unpaid interest														14.00%
Warrant [Member]
Debt [Line Items]
Exercise price (in Dollars per share)			$ 0.001
Exchange Note [Member]
Debt [Line Items]
Original principal amount													$ 35,000,000
Interest rate													9.00%
Note remaining balance													$ 11,700,000
High Trail Special Situations LLC [Member]
Debt [Line Items]
Maturity date													Aug. 18, 2025
Original Lender [Member]
Debt [Line Items]
Interest rate													20.00%
Convertible Notes [Member]
Debt [Line Items]
Interest rate														20.00%
Redemption price percentage														102.50%
Gross proceeds														$ 8,000,000
Fundamental change percentage														102.50%
Outstanding principal amount percentage														115.00%
Interest rate per year														15.00%
Conversion price per share (in Dollars per share)														$ 114.6
Aggregate excess														4.99%
Outstanding principal amount											$ 1,600,000							$ 1,000,000
Letter Agreement [Member]
Debt [Line Items]
Outstanding principal amount										$ 2,000,000
Loss on redemption										$ 12,000
CP Acquisitions Junior Secured Note [Member]
Debt [Line Items]
Maturity date					Dec. 31, 2024	Dec. 31, 2023
Interest rate						10.00%
Principal amount					$ 4,000,000
Note remaining balance			$ 3,000,000
Junior secured note						$ 3,000,000
Loan outstanding balance			$ 1,500,000
Consolidated CP Acquisitions Note [Member]
Debt [Line Items]
Maturity date				Dec. 31, 2025
Conversion price per share (in Dollars per share)														$ 21.9
Outstanding principal amount														$ 3,900,000
Aggregate of common stock (in Shares)														178,108
Fair value														$ 1,700,000
Related Party Debt [Member]
Debt [Line Items]
Conversion price per share (in Dollars per share)																$ 21.9
Convert outstanding principal balance														11,500,000
Related party debt														10,000,000
CP Warrant Conversion [Member]
Debt [Line Items]
Convert outstanding principal balance														2,900,000
GIC Note [Member]
Debt [Line Items]
Convertible notes interest expense																$ 2,300,000
Conversion price per share (in Dollars per share)																$ 4.65
Convert outstanding principal balance														$ 2,700,000
Warrant exercisable issuance shares (in Shares)														492,204
CP Acquisitions Promissory Note [Member]
Debt [Line Items]
Conversion price per share (in Dollars per share)			$ 3.9495
Green Thumb Note [Member]
Debt [Line Items]
Conversion price per share (in Dollars per share)														$ 3.158
Green Thumb Note [Member]
Debt [Line Items]
Borrowing outstanding principal														$ 10,000,000
Aggregate interest expense														$ 156,000
GIC Acquisition, LLC [Member]
Debt [Line Items]
Issuance cost									$ 300,000
Chief Executive Officer [Member]
Debt [Line Items]
Obligated to lend value									$ 500,000
CP Acquisitions and Mack [Member]
Debt [Line Items]
Advanced upon issuance		$ 10,000,000
CP Acquisitions and Mack [Member] \| Issuance of Convertible Note Board and Management Changes [Member]
Debt [Line Items]
Advanced upon issuance		$ 20,000,000
Convertible Notes Payable [Member]
Debt [Line Items]
Interest rate														30.00%			9.00%
Principal amount												10,000,000
Securities Exchange Agreement [Member]
Debt [Line Items]
Convertible notes interest expense												$ 10,000,000
Ownership Limitation [Member]
Debt [Line Items]
Ownership percentage														9.99%
Beneficial Ownership Limitation [Member]
Debt [Line Items]
Ownership percentage										4.99%
Beneficial Ownership Limitation One [Member]
Debt [Line Items]
Ownership percentage										4.99%
Common Stock [Member]
Debt [Line Items]
Share issued (in Shares)										25,042
Aggregate of common stock (in Shares)	97,300
Common Stock [Member] \| Original Lender [Member]
Debt [Line Items]
Interest rate														30.00%

Stock-Based Compensation and Employee Benefit Plans (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Aug. 12, 2024	Dec. 31, 2024	Dec. 31, 2023	Jan. 08, 2024	Dec. 31, 2022
Stock-Based Compensation and Employee Benefit Plans [Line Items]
Number of shares issuable	166,667
Options expired with a weighted average exercise price (in Dollars per share)		$ 10,710
Options outstanding		216	688		896
Options vested and weighted average exercise price (in Dollars per share)			$ 23,938.8
Share options vested and exercisable		210
Vested and exercisable weighted average exercise price (in Dollars per share)		$ 18,610.56
Reserved shares		167
Common stock percentage		85.00%
Percentage of fair market value time of exercise		85.00%
Minimum [Member]
Stock-Based Compensation and Employee Benefit Plans [Line Items]
Vest equally over periods		1 year
Maximum [Member]
Stock-Based Compensation and Employee Benefit Plans [Line Items]
Vest equally over periods		3 years
Stock Options [Member]
Stock-Based Compensation and Employee Benefit Plans [Line Items]
Options outstanding		216	688
210 Options [Member]
Stock-Based Compensation and Employee Benefit Plans [Line Items]
Share options vested and exercisable		210
Vested and exercisable weighted average exercise price (in Dollars per share)		$ 18,725.71
216 Option [Member]
Stock-Based Compensation and Employee Benefit Plans [Line Items]
Share options vested and exercisable		216
Vested and exercisable weighted average exercise price (in Dollars per share)		$ 18,610.56
2022 Plan [Member]
Stock-Based Compensation and Employee Benefit Plans [Line Items]
Shares available for grant				1,765
2022 Plan [Member] \| Common Stock [Member]
Stock-Based Compensation and Employee Benefit Plans [Line Items]
Shares available for grant		56,324
Stock Options [Member]
Stock-Based Compensation and Employee Benefit Plans [Line Items]
Options vested and weighted average exercise price (in Dollars per share)		$ 18,610.56
Share-Based Payment Arrangement, Option [Member]
Stock-Based Compensation and Employee Benefit Plans [Line Items]
Unrecognized compensation expense (in Dollars)		$ 6,302
Weighted average period		3 months 7 days
Restricted Stock Units (RSUs) [Member]
Stock-Based Compensation and Employee Benefit Plans [Line Items]
Weighted average period		8 months 26 days
Unrecognized compensation expense (in Dollars)		$ 1,400
Continuing Operations [Member]
Stock-Based Compensation and Employee Benefit Plans [Line Items]
Stock compensation expense (in Dollars)		892	$ 2,400
Discontinued Operations [Member]
Stock-Based Compensation and Employee Benefit Plans [Line Items]
Stock compensation expense (in Dollars)		$ 273	$ 268
Director [Member] \| 2022 Plan [Member]
Stock-Based Compensation and Employee Benefit Plans [Line Items]
Shares available for grant				16,667
Common Stock [Member]
Stock-Based Compensation and Employee Benefit Plans [Line Items]
Common stock percentage		93.00%
Purchase of common stock		25,000
Common Stock [Member] \| 2022 Employee Stock Purchase Plan [Member]
Stock-Based Compensation and Employee Benefit Plans [Line Items]
Shares available for grant		0	167

Goodwill (Tables)

12 Months Ended

Dec. 31, 2024

Goodwill [Abstract]

Schedule of Goodwill Based upon the Preliminary Purchase Price

The following is a roll forward of goodwill based upon the preliminary purchase price allocations ($ in thousands):

	Year Ended December 31,
(In thousands)	2024		2023
Goodwill - beginning of period	$	—	$	—
Goodwill acquired during period (Note 7)		9,713		—
Goodwill - end of period	$	9,713	$	—

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

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+ Details

Stock-Based Compensation and Employee Benefit Plans - Schedule of Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Schedule of Restricted Stock Unit Activity [Line Items]
Number of Shares, Unvested balance ending	143	513
Weighted- Average Grant Date Fair Value,Unvested balance ending	$ 3,462	$ 3,461.25
Number of Shares, Granted	238,874
Weighted Average Grant Date Fair Value, Granted	$ 9.6
Number of Shares, Vested	(85,921)	(161)
Weighted Average Grant Date Fair Value, Vested	$ 9.15	$ 3,462
Number of Shares, Forfeited	(50,229)	(209)
Weighted Average Grant Date Fair Value, Forfeited	$ 7.05	$ 3,462
Number of Shares, Unvested balance ending	102,867	143
Weighted- Average Grant Date Fair Value,Unvested balance ending	$ 17.42	$ 3,462

Income Taxes - Schedule of Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Schedule Of Income Tax Expense Abstract
Federal
State	(2)	2
Foreign
Subtotal	(2)	2
Federal
State
Foreign
Subtotal
Total	$ (2)	$ 2

Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Schedule of Inventory [Abstract]
Finished goods	$ 500
Inventory, gross	500
Inventory reserves
Total inventory, net	$ 500

Business Combinations (Tables)

12 Months Ended

Dec. 31, 2024

Business Combinations [Abstract]

Schedule of Initial Accounting Estimates

The following table summarizes the initial accounting estimates:

Allocation of Purchase Price (in thousands)
Tradenames	$	6,100
Customer Relationships		2,800
Deposits		123
Inventory		500
Goodwill		9,713
Total purchase price	$	19,236

Revenue - Schedule of Revenue from Continuing Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Schedule of Revenue from Continuing Operations [Line Items]
Total revenue	$ 18
Hemp-derived beverages [Member]
Schedule of Revenue from Continuing Operations [Line Items]
Total revenue	18
Transferred at a point-in-time [Member]
Schedule of Revenue from Continuing Operations [Line Items]
Total revenue	$ 18

- Definition

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

+ References + Details

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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+ Details