SUBSEQUENT EVENTS	3 Months Ended
Mar. 31, 2025
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	21. SUBSEQUENT EVENTS Advances During April 2025, Mr. Liuzza and a consultant each advanced the Company $0.2 million. Notes Payable The Company is in current discussions with a lender to extend the note payable that was due December 31, 2024 for an additional six months. The Company is in current discussions with a lender to extend the note payable that was due June 21, 2024. The principal balance as of March 31, 2025 was $0.3 million. Secured Credit Facilities On May 12, 2025, the Company entered into an agreement with certain secured lenders pursuant to which such lenders agreed to extend the maturity date of their respective Senior Secured Notes (the “Notes”) which were issued on November 14, 2024 pursuant to the Purchase Agreement having an aggregate principal amount of $0.5 million, as previously extended, to August 14, 2025. On May 13, 2025, the Company borrowed $0.3 million from an affiliate of one of the lenders and issued it a $0.3 million non-convertible promissory note which is due on July 13, 2025, and bears interest computed at the per annum minimum Internal Revenue Service imputed as it may change from time-to-time prior to maturity. Such promissory note may be exchanged for convertible preferred stock of the Company having such terms as are reasonably acceptable to the Company and the lender. On May 14, 2025, the Company entered into an agreement with two secured lenders pursuant to which the parties agreed to an extension to the Notes and certain related transactions on the following terms and conditions. Specifically, the Company paid 50% of the outstanding principal balance of $0.5 million on May 14, 2025, and the maturity date of each Note was extended to May 26, 2025. The Company’s obligations under these Notes, with a combined outstanding principal balance of $0.5 million, may be satisfied in one of the following manners as mutually determined by the lenders: (i) the Company shall pay the remaining principal balance of the Notes, plus a premium equal to 3% of such amount, in cash, on or before May 26, 2025; or (ii) the lenders may collectively exchange the outstanding principal balance of their Notes for the shares of common stock of Bridgetown Spirits held by the Company. If such exchange option is selected by the lenders, the Company additionally agreed to pay 50% of the current salary of Bridgetown Spirits’ Chief Executive Officer for a 60-day period beginning May 26, 2025. Stockholders’ Equity ATM Agreement On April 30, 2025, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with Ladenburg Thalmann & Co., Inc., pursuant to which the Company may issue and sell over time and from time to time, to or through Ladenburg, up to $7.0 million of shares of the Company’s common stock. During May 2025, the Company sold 22,295 shares at a weighted average of $1.37 per share for gross proceeds of $30,542. ELOC Agreement Subsequent to March 2025, the Company sold and issued a total of 912,644 shares of common stock for an aggregate purchase price of $1.0 million to the Purchaser. Series D Preferred Stock Subsequent to March 2025, 66,666 shares of Series D Preferred Stock were converted into 266,666 shares of common stock. Series G Preferred Stock and Warrants Subsequent to March 31, 2025, 400,000 shares of Series G Preferred Stock were converted into 40,000 shares of common stock. However, due to price protection provisions applicable to the Series G Preferred Stock, the Company may be required to issue up to an additional 82,158 common shares. On April 25, 2025, the Company filed with the Nevada Secretary of State a Certificate of Amendment to the Series G Preferred Stock Certificate of Designations. The Certificate of Amendment provides that (i) the beneficial ownership limitation on conversion set forth in the Certificate of Designation will not apply to a holder who is otherwise subject to Section 16(a) of the Securities Exchange Act of 1934 by virtue of being an executive officer or director of Company, and (ii) the anti-dilution price protection adjustment rights with respect to subsequent offerings or issuances of securities will not apply to an equity line of credit or at-the-market offering facility or as otherwise determined by the holder(s) of a majority of the Series G Preferred Stock. The Company also entered into a letter agreement with Mr. Liuzza providing that the same amendments to the Series G as are described above with respect to his beneficial ownership limitation shall also apply to Mr. Liuzza’s Warrants of 1,487,123 with an exercise price of $1.67 per share. On April 30, 2025, the Company sold 223,214 shares under the ELOC at $1.12 per share, which was less than the exercise price of the Warrants which were issued in connection with the Series G Preferred Stock offering, resulting in a decrease in the exercise price of the Warrants to $1.12 under the full price protection adjustment of the Warrants and an increase in the shares of common stock issuable upon exercise of such Warrants by an additional 442,750 shares. On May 16, 2025, Mr. Liuzza agreed that the exercise price of the Warrants which were issued to him in connection with the Series G Preferred Stock offering would be amended to be exercisable at $1.75 per share. The Company is in the process of requesting from the other Warrant holders that their exercise price be amended to be $1.75 per share as well. This will be treated for accounting purposes as a warrant modification, which is not expected to have an accounting effect. Additionally on May 16, 2025, the Company sold 100,000 shares under the ELOC at $1.05 per share, which was less than the exercise price of the Warrants which were issued in connection with the Series G Preferred Stock offering, resulting in a decrease in the exercise price of the Warrants to $1.05 under the full price protection adjustment of the Warrants and an increase in the shares of common stock issuable upon exercise of such Warrants by an additional 89,633 shares.

SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2025

21. SUBSEQUENT EVENTS

Advances

During April 2025, Mr. Liuzza and a consultant each advanced the Company $0.2 million.

Notes Payable

The Company is in current discussions with a lender to extend the note payable that was due December 31, 2024 for an additional six months.

The Company is in current discussions with a lender to extend the note payable that was due June 21, 2024. The principal balance as of March 31, 2025 was $0.3 million.

Secured Credit Facilities

On May 12, 2025, the Company entered into an agreement with certain secured lenders pursuant to which such lenders agreed to extend the maturity date of their respective Senior Secured Notes (the “Notes”) which were issued on November 14, 2024 pursuant to the Purchase Agreement having an aggregate principal amount of $0.5 million, as previously extended, to August 14, 2025.

On May 13, 2025, the Company borrowed $0.3 million from an affiliate of one of the lenders and issued it a $0.3 million non-convertible promissory note which is due on July 13, 2025, and bears interest computed at the per annum minimum Internal Revenue Service imputed as it may change from time-to-time prior to maturity. Such promissory note may be exchanged for convertible preferred stock of the Company having such terms as are reasonably acceptable to the Company and the lender.

On May 14, 2025, the Company entered into an agreement with two secured lenders pursuant to which the parties agreed to an extension to the Notes and certain related transactions on the following terms and conditions. Specifically, the Company paid 50% of the outstanding principal balance of $0.5 million on May 14, 2025, and the maturity date of each Note was extended to May 26, 2025. The Company’s obligations under these Notes, with a combined outstanding principal balance of $0.5 million, may be satisfied in one of the following manners as mutually determined by the lenders: (i) the Company shall pay the remaining principal balance of the Notes, plus a premium equal to 3% of such amount, in cash, on or before May 26, 2025; or (ii) the lenders may collectively exchange the outstanding principal balance of their Notes for the shares of common stock of Bridgetown Spirits held by the Company. If such exchange option is selected by the lenders, the Company additionally agreed to pay 50% of the current salary of Bridgetown Spirits’ Chief Executive Officer for a 60-day period beginning May 26, 2025.

Stockholders’ Equity

ATM Agreement

On April 30, 2025, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with Ladenburg Thalmann & Co., Inc., pursuant to which the Company may issue and sell over time and from time to time, to or through Ladenburg, up to $7.0 million of shares of the Company’s common stock. During May 2025, the Company sold 22,295 shares at a weighted average of $1.37 per share for gross proceeds of $30,542.

ELOC Agreement

Subsequent to March 2025, the Company sold and issued a total of 912,644 shares of common stock for an aggregate purchase price of $1.0 million to the Purchaser.

Series D Preferred Stock

Subsequent to March 2025, 66,666 shares of Series D Preferred Stock were converted into 266,666 shares of common stock.

Series G Preferred Stock and Warrants

Subsequent to March 31, 2025, 400,000 shares of Series G Preferred Stock were converted into 40,000 shares of common stock. However, due to price protection provisions applicable to the Series G Preferred Stock, the Company may be required to issue up to an additional 82,158 common shares.

On April 25, 2025, the Company filed with the Nevada Secretary of State a Certificate of Amendment to the Series G Preferred Stock Certificate of Designations. The Certificate of Amendment provides that (i) the beneficial ownership limitation on conversion set forth in the Certificate of Designation will not apply to a holder who is otherwise subject to Section 16(a) of the Securities Exchange Act of 1934 by virtue of being an executive officer or director of Company, and (ii) the anti-dilution price protection adjustment rights with respect to subsequent offerings or issuances of securities will not apply to an equity line of credit or at-the-market offering facility or as otherwise determined by the holder(s) of a majority of the Series G Preferred Stock.

The Company also entered into a letter agreement with Mr. Liuzza providing that the same amendments to the Series G as are described above with respect to his beneficial ownership limitation shall also apply to Mr. Liuzza’s Warrants of 1,487,123 with an exercise price of $1.67 per share.

On April 30, 2025, the Company sold 223,214 shares under the ELOC at $1.12 per share, which was less than the exercise price of the Warrants which were issued in connection with the Series G Preferred Stock offering, resulting in a decrease in the exercise price of the Warrants to $1.12 under the full price protection adjustment of the Warrants and an increase in the shares of common stock issuable upon exercise of such Warrants by an additional 442,750 shares.

On May 16, 2025, Mr. Liuzza agreed that the exercise price of the Warrants which were issued to him in connection with the Series G Preferred Stock offering would be amended to be exercisable at $1.75 per share. The Company is in the process of requesting from the other Warrant holders that their exercise price be amended to be $1.75 per share as well. This will be treated for accounting purposes as a warrant modification, which is not expected to have an accounting effect.

Additionally on May 16, 2025, the Company sold 100,000 shares under the ELOC at $1.05 per share, which was less than the exercise price of the Warrants which were issued in connection with the Series G Preferred Stock offering, resulting in a decrease in the exercise price of the Warrants to $1.05 under the full price protection adjustment of the Warrants and an increase in the shares of common stock issuable upon exercise of such Warrants by an additional 89,633 shares.