COMMITMENTS AND CONTINGENCIES |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Leases — The Company has historically maintained operating leases for various facilities for retail, production and storage. As part of its move to an asset light enterprise it has been negotiating the exit from existing warehouse and production facility leases. As of October 16, 2026, the two largest warehouse and production facility leases were terminated or officially vacated, leaving just two smaller leases in place, which the Company is working to exit expeditiously. The termination of any remaining leases between October 2026 and December 31, 2026 will result in the write-off of related ROU assets and liabilities in the period ending December 31, 2026. (See Note 8 - Leases and Note 15 - Subsequent Events, for further information). Payment Upon Sale of Flavored Bourbon, LLC — As an inducement to obtain financing in 2022 and 2023 through convertible notes, under the terms of the 2022 and 2023 Convertible Promissory Notes’ Securities Purchase Agreements, upon the sale of the Flavored Bourbon brand to an arm’s length third party and the receipt by the Company of any proceeds due to it from such brand sale, the holders of the 2022 and 2023 Convertible Promissory Notes shall receive a one-time payment in an amount equal to 150% of their original subscription amount. Such payment shall be in addition to any other amounts otherwise due and shall survive the conversion or repayment of the 2022 and 2023 Convertible Promissory Notes. Accordingly, the $10,900,000 in 2022 Convertible Promissory Notes subscriptions and $5,430,000 in 2023 Convertible Promissory Notes subscriptions will be due an aggregate of $24,495,000 upon the sale of Flavored Bourbon, LLC to an arm’s length third party. Litigation — From time to time, the Company may become involved in various legal proceedings in the ordinary course of its business and may be subject to third-party infringement claims. In the normal course of business, the Company may agree to indemnify third parties with whom it enters into contractual relationships, including customers, lessors, and parties to other transactions with the Company, with respect to certain matters. The Company has agreed, under certain conditions, to hold these third parties harmless against specified losses, such as those arising from a breach of representations or covenants, other third-party claims that the Company’s products when used for their intended purposes infringe the intellectual property rights of such other third parties, or other claims made against certain parties. It is not possible to determine the maximum potential amount of liability under these indemnification obligations due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances that are likely to be involved in each claim. As of June 30, 2026 and December 31, 2025, the Company has not been subject to any pending litigation claims. Management Fee — The Company is required to pay a monthly management fee to Summit Distillery, Inc., which is expected to terminate upon final disposition of the production lease tied to such agreement (See Note 11 - Related-Party Transactions). Barrel Service Contracts — In January 2026, the barrels of whiskey previously stored in Oregon and Washington were moved to Kentucky and are being maintained under barrel storage contracts totalling approximately $1,500 per month.
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