Unrivaled Brands (UNRVD) 10-Q 14 Nov 23 2023 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2023	Nov. 08, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	000-54258
Entity Registrant Name	UNRIVALED BRANDS, INC.
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	26-3062661
Entity Address, Address Line One	3242 S. Halladay Street
Entity Address, Address Line Two	Suite 202
Entity Address, City or Town	Santa Ana
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92705
City Area Code	888
Local Phone Number	909-5564
Title of 12(b) Security	None
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		774,998,097
Entity Central Index Key	0001451512
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Amendment Flag	false

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current Assets:
Cash and Cash Equivalents	$ 2,013	$ 1,200
Accounts Receivable	1,277	313
Inventory	2,560	1,939
Prepaid Expenses & Other Assets	574	498
Notes Receivable	625	625
Total Current Assets	7,049	4,575
Property, Equipment and Leasehold Improvements, Net	10,825	13,000
Intangible Assets, Net	1,359	2,859
Goodwill	3,585	3,585
Other Assets	12,380	16,279
Investments	1,333	210
TOTAL ASSETS	36,531	40,508
Current Liabilities:
Accounts Payable	12,164	12,990
Accrued Liabilities	7,226	4,424
Current Lease Liabilities	2,051	1,996
Current Portion of Notes Payable	28,516	29,662
Income Taxes Payable	9,080	10,071
Total Current Liabilities	59,037	59,143
Noncurrent Liabilities:
Notes Payable, Net of Discounts	4,071	4,814
Lease Liabilities	10,202	13,088
TOTAL LIABILITIES	73,310	77,045
COMMITMENTS AND CONTINGENCIES (Note 18)	0	0
STOCKHOLDERS’ DEFICIT:
25,000,000 shares authorized; 14,071,431 and nil shares outstanding as of September 30, 2023 and December 31, 2022, respectively	1	0
990,000,000 shares authorized as of September 30, 2023 and December 31, 2022; 774,998,097 and 679,513,554 shares outstanding as of September 30, 2023 and December 31, 2022, respectively	800	701
Treasury Stock: nil and 2,308,420 shares of common stock as of September 30, 2023 and December 31, 2022, respectively	0	(808)
Additional Paid-In Capital	406,863	403,619
Accumulated Deficit	(444,443)	(440,049)
TOTAL STOCKHOLDERS’ DEFICIT	(36,779)	(36,537)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$ 36,531	$ 40,508

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	25,000,000	25,000,000
Preferred stock, shares outstanding (in shares)	14,071,431	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	990,000,000	990,000,000
Common stock, shares outstanding (in shares)	774,998,097	679,513,554
Treasury stock, shares issued (in shares)	0	2,308,420

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Revenue	$ 8,612,000	$ 9,721,000	$ 26,649,000	$ 44,371,000
Cost of Goods Sold	4,618,000	9,763,000	13,360,000	30,213,000
Gross Profit	3,994,000	(42,000)	13,289,000	14,158,000
Operating Expenses:
Selling, General & Administrative	7,529,000	12,752,000	21,197,000	48,843,000
Impairment Expense	0	107,972,000	0	163,698,000
Loss (Gain) on Disposal of Assets	1,540,000	1,529,000	(199,000)	1,872,000
Total Operating Expenses	9,069,000	122,253,000	20,998,000	214,413,000
Loss from Operations	(5,075,000)	(122,295,000)	(7,709,000)	(200,255,000)
Other Income (Expense):
Interest Expense, Net	(944,000)	(381,000)	(2,155,000)	(2,586,000)
Gain on Extinguishment of Debt	0	0	3,026,000	542,000
(Loss) Gain on Settlement of Liabilities	(41,000)	0	69,000	0
Income from Employer Retention Credit	1,232,000	0	1,232,000	0
Realized Loss on Sale of Investments	0	0	(61,000)	0
Unrealized Gain (Loss) on Investments	1,333,000	(493,000)	1,333,000	470,000
Other Income (Expense)	442,000	(212,000)	713,000	646,000
Total Other Income (Expense), Net	2,022,000	(1,086,000)	4,157,000	(928,000)
Loss from Continuing Operations Before Provision for Income Taxes	(3,053,000)	(123,381,000)	(3,552,000)	(201,183,000)
Provision for Income Tax (Expense) Benefit for Continuing Operations	(309,000)	3,450,000	(842,000)	5,586,000
Net Loss from Continuing Operations	(3,362,000)	(119,931,000)	(4,394,000)	(195,597,000)
Income from Discontinued Operations Before Provision for Income Taxes	0	25,000	0	3,374,000
Net Income from Discontinued Operations	0	25,000	0	3,374,000
NET LOSS	(3,362,000)	(119,906,000)	(4,394,000)	(192,223,000)
Less: Net Income from Discontinued Operations Attributable to Non-Controlling Interest	0	0	0	275,000
NET LOSS ATTRIBUTABLE TO UNRIVALED BRANDS, INC.	$ (3,362,000)	$ (119,906,000)	$ (4,394,000)	$ (192,498,000)
Net Loss from Continuing Operations per Common Share Attributable to Unrivaled Brands, Inc. – basic (in dollars per share)	$ 0	$ (0.21)	$ (0.01)	$ (0.33)
Net Loss from Continuing Operations per Common Share Attributable to Unrivaled Brands, Inc. – diluted (in dollars per share)	0	(0.21)	(0.01)	(0.33)
Net Loss per Common Share Attributable to Unrivaled Brands, Inc. – basic (in dollars per share)	0	(0.21)	(0.01)	(0.33)
Net Loss per Common Share Attributable to Unrivaled Brands, Inc. – diluted (in dollars per share)	$ 0	$ (0.21)	$ (0.01)	$ (0.33)
Weighted-Average Shares Outstanding - Basic (in shares)	966,467,162	579,942,517	856,575,311	588,887,945
Weighted-Average Shares Outstanding - Diluted (in shares)	966,467,162	579,942,517	856,575,311	588,887,945

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands	Total	Series A Convertible Preferred Stock	Common Stock	Treasury Stock	Additional Paid-In Capital	Accumulated Deficit	Non- Controlling Interest
Beginning balance, preferred stock, shares at Dec. 31, 2021		0
Beginning balance, preferred stock, amount at Dec. 31, 2021		$ 0
Beginning balance, shares at Dec. 31, 2021			498,546,291
Beginning balance, amount at Dec. 31, 2021	$ 146,487		$ 521		$ 392,930	$ (250,015)	$ 3,859
Beginning balance, treasury stock, amount at Dec. 31, 2021				$ (808)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Loss Attributable to Unrivaled Brands, Inc.	(192,498)					(192,498)
Debt Conversion - Common Stock (in shares)			294,452
Debt Conversion - Common Stock	75				75
Warrants Exercise (in shares)			4,759,708
Warrants Exercise	0		$ 5		(5)
Stock Compensation - Employees (in shares)			2,100,000
Stock compensation - employees, amount	352		$ 2		350
Stock compensation - Directors (in shares)			943,128
Stock Compensation - Directors	213		$ 1		212
Stock compensation - Services Expense (in shares)			7,197,492
Stock Issued During Period, Value, Issued for Services	397		$ 7		390
Stock Option Exercises (in shares)			146,212
Stock Issued for Cash (in shares)			25,000,000
Stock Issued for Cash	4,375		$ 25		4,350
Stock Option Expense	3,450				3,450
Issuance of UMBRLA Holdback Shares (in shares)			23,424,674
Issuance of UMBRLA Holdback Shares	0		$ 23		(23)
Disposition of Noncontrolling Interest	(5,237)					(1,103)	(4,134)
Net Loss Attributable to Non-Controlling Interest	275						275
Ending balance, preferred stock, shares at Sep. 30, 2022		0
Ending balance, preferred stock, amount at Sep. 30, 2022		$ 0
Ending balance, shares at Sep. 30, 2022			562,411,957
Ending balance, amount at Sep. 30, 2022	(42,111)		$ 584		401,729	(443,616)	0
Ending balance, treasury stock, amount at Sep. 30, 2022				(808)
Beginning balance, preferred stock, shares at Jun. 30, 2022		0
Beginning balance, preferred stock, amount at Jun. 30, 2022		$ 0
Beginning balance, shares at Jun. 30, 2022			532,514,791
Beginning balance, amount at Jun. 30, 2022	77,251		$ 554		401,215	(323,710)	0
Beginning balance, treasury stock, amount at Jun. 30, 2022				(808)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Loss Attributable to Unrivaled Brands, Inc.	(119,906)					(119,906)
Stock compensation - Services Expense (in shares)			6,472,492
Stock Issued During Period, Value, Issued for Services	268		$ 7		261
Stock Option Expense	276				276
Issuance of UMBRLA Holdback Shares (in shares)			23,424,674
Issuance of UMBRLA Holdback Shares	0		$ 23		(23)
Ending balance, preferred stock, shares at Sep. 30, 2022		0
Ending balance, preferred stock, amount at Sep. 30, 2022		$ 0
Ending balance, shares at Sep. 30, 2022			562,411,957
Ending balance, amount at Sep. 30, 2022	$ (42,111)		$ 584		401,729	(443,616)	0
Ending balance, treasury stock, amount at Sep. 30, 2022				(808)
Beginning balance, preferred stock, shares at Dec. 31, 2022	0	0
Beginning balance, preferred stock, amount at Dec. 31, 2022		$ 0
Beginning balance, shares at Dec. 31, 2022			679,513,564
Beginning balance, amount at Dec. 31, 2022	$ (36,537)		$ 701		403,619	(440,049)	0
Beginning balance, treasury stock, amount at Dec. 31, 2022	808			(808)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Loss Attributable to Unrivaled Brands, Inc.	$ (4,394)					(4,394)
Stock compensation - Services Expense (in shares)	96,178,321		96,178,321
Stock Issued During Period, Value, Issued for Services	$ 1,910		$ 96		1,814
Stock Option Exercise	272				272
Stock Issued for Cash (in shares)		14,071,431
Stock Issued for Cash	$ 1,970	$ 1			1,969
Cashless Exercise of Warrants (in shares)	2,514,632		2,514,632
Cashless Exercise of Warrants	$ 0		$ 3		(3)
Forfeiture and Cancellation of Treasury Stock (in shares)	(3,208,420)		(3,208,420)
Forfeiture and Cancellation of Treasury Stock	$ 0			808	(808)
Ending balance, preferred stock, shares at Sep. 30, 2023	14,071,431	14,071,431
Ending balance, preferred stock, amount at Sep. 30, 2023		$ 1
Ending balance, shares at Sep. 30, 2023			774,998,097
Ending balance, amount at Sep. 30, 2023	$ (36,779)		$ 800		406,863	(444,443)	0
Ending balance, treasury stock, amount at Sep. 30, 2023	0			0
Beginning balance, preferred stock, shares at Jun. 30, 2023		14,071,431
Beginning balance, preferred stock, amount at Jun. 30, 2023		$ 1
Beginning balance, shares at Jun. 30, 2023			772,483,465
Beginning balance, amount at Jun. 30, 2023	(33,502)		$ 797		406,781	(441,081)	0
Beginning balance, treasury stock, amount at Jun. 30, 2023				0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Loss Attributable to Unrivaled Brands, Inc.	(3,362)					(3,362)
Stock Option Expense	85				85
Cashless Exercise of Warrants (in shares)			2,514,632
Cashless Exercise of Warrants	$ 0		$ 3		(3)
Ending balance, preferred stock, shares at Sep. 30, 2023	14,071,431	14,071,431
Ending balance, preferred stock, amount at Sep. 30, 2023		$ 1
Ending balance, shares at Sep. 30, 2023			774,998,097
Ending balance, amount at Sep. 30, 2023	$ (36,779)		$ 800		$ 406,863	$ (444,443)	$ 0
Ending balance, treasury stock, amount at Sep. 30, 2023	$ 0			$ 0

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)
CASH FLOWS FROM OPERATING ACTIVITIES:
NET LOSS	$ (3,362)	$ (4,394)	$ (192,223)
Less: Net Income from Discontinued Operations	0	0	3,374
Net Loss from Continuing Operations	(3,362)	(4,394)	(195,597)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Deferred Income Tax Benefit		0	(6,731)
Bad Debt (Recovery) Expense		(7)	2,450
Gain on Settlement of Liabilities	41	(69)	0
Realized Loss on Sale of Investments		61	0
Gain on Extinguishment of Debt	0	(3,026)	(542)
Non-Cash Interest Expense		360	1,001
(Gain) Loss on Disposal of Assets		(199)	2,208
Depreciation and Amortization		2,137	9,842
Amortization of Operating Lease Right-of-Use Asset		1,507	1,500
Stock-Based Compensation		2,182	4,412
Unrealized Gain (Loss) on Investments	(1,333)	(1,333)	(470)
Impairment Loss	0	0	163,698
Change in Operating Assets and Liabilities:
Accounts Receivable		(957)	1,557
Inventory		(621)	3,682
Prepaid Expenses and Other Current Assets		(76)	(432)
Other Assets		(6)	68
Accounts Payable and Accrued Expenses		4,881	9,271
Operating Lease Liabilities		(991)	(2,523)
Net Cash Used in Operating Activities - Continuing Operations		(551)	(6,606)
Net Cash Used in Operating Activities - Discontinued Operations		0	(422)
NET CASH USED IN OPERATING ACTIVITIES		(551)	(7,028)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Property and Equipment		(159)	(1,989)
Proceeds from Notes Receivable		634	375
Proceeds from Sale of Investments		149	0
Proceeds from Sale of Assets		0	450
Net Cash Provided by (Used in) Investing Activities - Continuing Operations		624	(1,164)
Net Cash Provided by Investing Activities - Discontinued Operations		0	20,709
NET CASH PROVIDED BY INVESTING ACTIVITIES		624	19,545
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of Debt Principal		(1,230)	(21,734)
Proceeds from Issuance of Common Stock		1,970	4,375
Net Cash Provided by (Used in) Financing Activities - Continuing Operations		740	(17,359)
Net Cash Used in Financing Activities - Discontinued Operations		0	0
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		740	(17,359)
NET CHANGE IN CASH		813	(4,842)
Cash at Beginning of Period	2,013	2,013
Cash Reclassed to Discontinued Operations	0	0	(442)
CASH AT END OF PERIOD	$ 2,013	2,013	1,416
SUPPLEMENTAL DISCLOSURE FOR OPERATING ACTIVITIES:
Cash Paid for Interest		261	1,582
SUPPLEMENTAL DISCLOSURE FOR NON-CASH INVESTING AND FINANCING ACTIVITIES:
Debt Principal and Accrued Interest Converted into Common Stock		0	52
Reclass of Accrued Interest to Principal		1,896	0
Net Assets Transferred to Assets Held For Sale		$ 0	$ 851

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF BUSINESS	DESCRIPTION OF BUSINESS Unrivaled Brands, Inc. (“Unrivaled” or the “Company”) is a cannabis company with operations in retail, production, distribution, and cultivation throughout California, with an emphasis on providing the highest quality of medical and adult use cannabis products. The Company is home to Korova, a brand of high potency products across multiple product categories, currently available in California. The Company operates a premier cannabis dispensary in Orange County, California, People's First Choice, which the Company intends to rebrand to Blüm OC. The Company also owns dispensaries in California which operate as The Spot in Santa Ana, Blüm in Oakland, and Blüm in San Leandro. Unrivaled is a holding company with the following subsidiaries: • Black Oak Gallery, a California corporation (“Black Oak”) • Blüm San Leandro, a California corporation (“Blüm San Leandro”) • 3242 Enterprises, Inc., a California corporation (“The Spot”) • 3242 Holdings, LLC, a Nevada limited liability company • Halladay Holding, LLC, a California limited liability company (“Halladay”) • People’s First Choice, LLC, a California limited liability company (“People’s”) • People’s Costa Mesa, LLC, a California limited liability company • IVXX Gardens I, Inc., a California corporation References in this document to the “Company”, “Unrivaled”, “we”, “us”, or “our” are intended to mean Unrivaled Brands, Inc., individually, or as the context requires, collectively with its subsidiaries on a consolidated basis. During the fiscal second quarter of 2023, the Company received confirmation for the legal dissolution of UMBRLA, Inc. As a result, all liabilities and existing obligations of the dissolved entity were extinguished and the Company recognized a gain on disposal of assets of $1.74 million during the nine months ended September 30, 2023. Recent Developments - Reorganization On October 10, 2023, the Company announced its pursuit of a reorganization to establish a newly-formed Delaware corporation, Blum Holdings, Inc. (“Blüm”), as the ultimate parent of the Company (the “Reorganization”). If consummated, the Reorganization would result in the Company becoming a direct, wholly-owned subsidiary of Blüm. The purpose of the proposed Reorganization is to provide the Company with more strategic, organizational, operational and financial flexibility. It is expected that the directors and executive officers of the Company will serve in the same capacities for Blüm. As part of the proposed Reorganization, the Company has entered into an Agreement and Plan of Merger, dated October 9, 2023 (the “Reorganization Agreement”), with Blüm, which is currently a wholly-owned subsidiary of the Company, and Blum Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of Blüm (“Merger Sub”). The Reorganization Agreement provides, among other things and subject to its terms and conditions, as described below, that Merger Sub will merge with and into the Company, with the separate existence of Merger Sub ceasing and with the Company surviving as a direct, wholly-owned subsidiary of Blüm. The Reorganization Agreement provides that at the effective time of the Reorganization (the “Effective Time”), each outstanding share of the Company’s common stock, par value $0.001 per share (“Company Common Stock”), and the Company’s Series V preferred stock, par value $0.001 per share (“Company Preferred Stock,” and together with the Company Common Stock, the “Company Shares”), but excluding any Company Shares held by stockholders of the Company who perfect their dissenters’ rights as provided in the Reorganization Agreement, will automatically be converted into one share of Blüm’s common stock, par value $0.001 per share (“Blüm Common Stock”) and Blüm’s Series V preferred stock, par value $0.001 per share (“Blüm Preferred Stock,” and together with the Blüm Common Stock, the “Blüm Shares”), respectively, without any further act or deed by the Company’s stockholders. Record ownership of Blüm shares will be kept in uncertificated, book-entry form by Blüm’s transfer agent. The Reorganization Agreement further provides that at the Effective Time, the Company will assign to Blüm, and Blüm will assume and agree to perform (1) all obligations of the Company pursuant to (a) the Terra Tech Corp. 2016 Equity Incentive Plan (the “2016 Plan”), the Terra Tech Corp. Amended and Restated 2018 Equity Incentive Plan (as amended, the “2018 Plan”), and the UMBRLA, Inc. 2019 Equity Incentive Plan (as amended, the “UMBRLA Plan,” and together with the 2016 Plan and the 2018 Plan, the “Incentive Plans”), and (b) each award agreement entered into pursuant to the Incentive Plans, and (2) all obligations of the Company pursuant to any employment agreements entered into by the Company. Additionally, at the Effective Time, (x) each outstanding option to purchase shares of Company Common Stock (a “Company Option”) will be converted automatically into a stock option to purchase an identical number of shares of Blüm Common Stock, (y) each outstanding warrant to purchase shares of Company Common Stock (a “Company Warrant”) will be converted automatically into a warrant to purchase an identical number of shares of Blüm Common Stock, and (z) each outstanding promissory note convertible into shares of Company Common Stock (a “Company Note”) will be automatically converted into a promissory note convertible into an identical number of shares of Blüm Common Stock, in each case, on the same terms and conditions as applied to the Company Option, Company Warrant and Company Note, respectively, immediately prior to the Effective Time and as set forth in the documentation relating to such Company Option, Company Warrant and Company Note. The Board of Directors of the Company has unanimously (1) approved the form and content of the Reorganization Agreement, (2) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into the Reorganization Agreement, (3) approved the execution and delivery by the Company of the Reorganization Agreement, the performance by the Company of its covenants and agreements contained therein and the consummation of the Reorganization upon the terms and subject to the conditions contained therein, and (4) resolved to recommend adoption of the Reorganization Agreement by the stockholders of the Company, who will be asked to vote on the adoption of the Reorganization Agreement at the annual stockholders meeting (the “Annual Meeting”) scheduled to be held on December 5, 2023. The closing of the Reorganization is subject to customary closing conditions, including (1) approval of the Reorganization at the Annual Meeting by a majority of the voting power of stockholders entitled to vote thereon, (2) effectiveness of the registration statement relating to the Blüm Shares to be issued in the Reorganization, (3) receipt of approval for the listing on the OTCQB tier of the OTC Markets Group, Inc. of the Blüm Common Stock, and (4) receipt by the Company of such authorizations and approvals as are required by the laws and regulations of applicable jurisdictions. The Reorganization Agreement may be terminated and the Reorganization may be abandoned at any time prior to the Effective Time by action of the Company’s Board of Directors if it determines for any reason that completion of the Reorganization would be inadvisable or not in the best interests of the Company or its stockholders. In the event of any such termination, the Reorganization Agreement will become void and have no effect, and neither the Company, Blüm, Merger Sub, nor their respective stockholders, directors or officers will have any liability with respect to such termination or abandonment. In connection with the Annual Meeting, the Unrivaled stockholders will also be asked to approve, among other proposals, a reverse stock split of Unrivaled’s common stock at a ratio determined by the Board of Directors of Unrivaled in the range between a 1-for-70 to 1-for-100 (the “Reverse Stock Split”). If approved by Unrivaled’s stockholders, the Reverse Stock Split would be implemented immediately prior to the Reorganization. As a result of the Reorganization, the current stockholders of Unrivaled would become stockholders of Blüm with the same number and percentage of shares of Blüm as they held in Unrivaled immediately prior to the Reorganization, subject to any changes from the implementation of the Reverse Stock Split.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and with the instructions to U.S. Securities and Exchange Commission (“SEC”) Form 10-Q and Article 10 of Regulation S-X of the Securities Act of 1933 and reflect the accounts and operations of the Company and those of its subsidiaries in which the Company has a controlling financial interest. In accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, “Consolidation,” the Company consolidates any variable interest entity (“VIE”) of which it is the primary beneficiary. The typical condition for a controlling financial interest ownership is holding a majority of the voting interests of an entity; however, a controlling financial interest may also exist in entities, such as VIEs, through arrangements that do not involve controlling voting interests. ASC 810 requires a variable interest holder to consolidate a VIE if that party has the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company does not consolidate a VIE in which it has a majority ownership interest when it is not considered the primary beneficiary. The Company evaluates its relationships with all the VIEs on an ongoing basis to reassess if it continues to be the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the consolidated financial position of the Company as of September 30, 2023 and December 31, 2022, and the consolidated results of operations and cash flows for the periods ended September 30, 2023 and 2022 have been included. These interim unaudited condensed consolidated financial statements do not include all disclosures required by GAAP for complete financial statements and, therefore, should be read in conjunction with the more detailed audited consolidated financial statements for the year ended December 31, 2022. The December 31, 2022 balances reported herein are derived from the audited consolidated financial statements for the year ended December 31, 2022. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. Specifically, the Company determined the presentation of promotion and marketing program ("PMP") revenue should be included as revenue. Prior period presentation of PMP was included as a component of other income in the consolidated statement of operations. In addition, the Company determined certain amounts pertaining to the gain on settlement of liabilities should be a categorized as a component of selling, general and administrative expenses. These reclassifications did not affect total assets, total liabilities, stockholders' deficit or net loss. Going Concern The Company incurred a pre-tax net loss from continuing operations of $3.05 million and $3.55 million for the three and nine months ended September 30, 2023, respectively, and $123.38 million and $201.18 million for the three and nine months ended September 30, 2022, respectively. As of September 30, 2023 and December 31, 2022, the Company had an accumulated deficit of $444.44 million and $440.05 million, respectively. At September 30, 2023, the Company had a consolidated cash balance of $2.01 million. Management expects to experience further net losses in 2023 and in the foreseeable future. The Company may not be able to generate sufficient cash from operating activities to fund its ongoing operations. The Company's future success is dependent upon its ability to achieve profitable operations and generate cash from operating activities. There is no guarantee that the Company will be able to generate enough revenue or raise capital to support its operations. The Company will be required to raise additional funds through public or private financing, additional collaborative relationships or other arrangements until it is able to raise revenues to a point of positive cash flow. The Company is evaluating various options to further reduce its cash requirements to operate at a reduced rate, as well as options to raise additional funds, including obtaining loans and selling common stock. There is no guarantee that it will be able to generate enough revenue or raise capital to support its operations, or if it is able to raise capital, that it will be available to the Company on acceptable terms, on an acceptable schedule, or at all. The issuance of additional securities may result in a significant dilution in the equity interests of the Company's current stockholders. Obtaining loans, assuming these loans would be available, will increase the Company's liabilities and future cash commitments. There is no assurance that the Company will be able to obtain further funds required for its continued operations or that additional financing will be available for use when needed or, if available, that it can be obtained on commercially reasonable terms. If the Company is not able to obtain the additional financing on a timely basis, it will not be able to meet its other obligations as they become due and the Company will be forced to scale down or perhaps even cease its operations. The risks and uncertainties surrounding the Company's ability to continue to raise capital and its limited capital resources raise substantial doubt as to the Company's ability to continue as a going concern for twelve months from the issuance of these financial statements. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. In an effort to achieve liquidity that would be sufficient to meet all of its commitments, the Company has undertaken a number of actions, including minimizing capital expenditures and reducing recurring expenses. However, management believes that even after taking these actions, the Company will not have sufficient liquidity to satisfy all of its future financial obligations. The risks and uncertainties surrounding the ability to raise capital, the limited capital resources, and the weak industry conditions impacting the Company’s business raise substantial doubt as to its ability to continue as a going concern. Significant Accounting Policies The significant accounting policies and critical estimates applied by the Company in these interim unaudited condensed consolidated financial statements are the same as those applied in the Company’s audited consolidated financial statements and accompanying notes included in the Company’s 2022 Form 10-K, unless otherwise disclosed in these accompanying notes to the unaudited consolidated financial statements for the interim period ended September 30, 2023. Employer Retention Credits On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") to provide certain relief as a result of the COVID-19 pandemic. The CARES Act provides tax relief, along with other stimulus measures, including a provision for an Employee Retention Credit (“ERC”), which allows for employers to claim a refundable tax credit against the employer share of Social Security tax equal to 70% of the qualified wages paid to employees after December 31, 2020 through September 30, 2021. The ERC was designed to encourage businesses to keep employees on the payroll during the COVID-19 pandemic. As there is no authoritative guidance under U.S. GAAP on accounting for government assistance to for-profit business entities, the Company accounts for the ERC by analogy to International Accounting Standard ("IAS") 20, " Accounting for Government Grants and Disclosure of Government Assistance ". In accordance with IAS 20, the Company determined that upon receipt of the ERC, the Company will record the ERC as a component of other income or expense in the condensed statement of operations. During the three months ended September 30, 2023, the Company received $1.23 million for the ERC, which was recorded as a component of other income. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements and the reported amounts of total net revenue and expenses in the reporting periods. The Company regularly evaluates estimates and assumptions related to revenue recognition, allowances for doubtful accounts, sales returns, inventory valuation, stock-based compensation expense, goodwill and purchased intangible asset valuations, derivative liabilities, deferred income tax asset valuation allowances, uncertain tax positions, tax contingencies, litigation and other loss contingencies. These estimates and assumptions are based on current facts, historical experience and various other factors that the Company believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue, costs and expenses that are not readily apparent from other sources. The actual results the Company experiences may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. Loss Per Common Share In accordance with the provisions of ASC 260, “Earnings Per Share”, net loss per share is computed by dividing net income or loss by the weighted-average shares of common stock outstanding during the period. During a loss period, the effect of the potential exercise of stock options, warrants, convertible preferred stock, and convertible debt are not considered in the diluted loss per share calculation since the effect would be anti-dilutive. If the Company is in a net income position, diluted earnings per share includes stock options, warrants, convertible preferred stock, and convertible debt that are determined to be dilutive using the treasury stock method for all equity instruments issuable in equity units and the “if converted” method for the Company’s convertible debt. The Company's operations resulted in net loss for the three and nine months ended September 30, 2023 and 2022. Therefore, the basic and diluted weighted-average shares of common stock outstanding were the same for all periods presented. Dilutive securities that are not included in the calculation of diluted net loss per share because their effect is anti-dilutive are as follows (in common equivalent shares): Nine Months Ended 2023 2022 Common Stock Warrants 100,768,668 80,881,817 Common Stock Options 17,685,895 58,843,517 118,454,563 139,725,334 Recently Adopted Accounting Standards In October 2021, the FASB issued ASU 2021-08, “ Business Combinations (Subtopic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ” (“ASU 2021-08”), which is intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022. This update should be applied prospectively on or after the effective date of the amendments. The adoption of the standard on January 1, 2023 did not have a material impact on the Company’s consolidated financial statements. In March 2022, the FASB issued ASU 2022-02, “ Financial Instruments—Credit Losses (Topic 326) Troubled Debt Restructurings and Vintage Disclosures ” (“ASU 2022-02”), which eliminates the accounting guidance on troubled debt restructurings for creditors and amends the guidance on “vintage disclosures” to require disclosure of current-period gross write-offs by year of origination. The ASU also updates the requirements related to accounting for credit losses under the current guidance and adds enhanced disclosures for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty. ASU 2022-02 is effective for fiscal years beginning after December 15, 2022. The adoption of the standard on January 1, 2023 did not have a material impact on the Company’s consolidated financial statements. In June 2016, the FASB ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments ” (“ASU 2016-13”). ASU 2016-13 replaces the “incurred loss” credit losses framework with a new accounting standard that requires management's measurement of the allowance for credit losses to be based on a broader range of reasonable and supportable information for lifetime credit loss estimates. Effective January 1, 2023, the Company adopted the standard. The adoption of this standard did not have a material impact on our financial statements. Recently Issued Accounting Standards In June 2022, the FASB issued ASU 2022-03, “ Fair Value Measurements—Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (Topic 820) ”. ASU 2022-03 clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. It also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. For public business entities, the ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the effect of adopting this ASU.

CONCENTRATIONS OF BUSINESS AND

CONCENTRATIONS OF BUSINESS AND CREDIT RISK	9 Months Ended
	Sep. 30, 2023
Risks and Uncertainties [Abstract]
CONCENTRATIONS OF BUSINESS AND CREDIT RISK	CONCENTRATIONS OF BUSINESS AND CREDIT RISK The Company maintains cash balances in several financial institutions that are insured by either the Federal Deposit Insurance Corporation or the National Credit Union Association up to certain federal limitations. At times, the Company’s cash balance exceeds these federal limitations, and it maintains significant cash on hand at certain of its locations. The Company has not historically experienced any material loss from carrying cash on hand. The amount in excess of insured limitations was $0.69 million and nil as of September 30, 2023 and December 31, 2022, respectively. The Company provides credit in the normal course of business to customers located throughout the U.S. The Company performs ongoing credit evaluations of its customers and maintains allowances for doubtful accounts based on factors surrounding the credit risk of specific customers, historical trends, and other information. There were no customers that comprised more than 10.0% of the Company's revenue for the three and nine months ended September 30, 2023 and 2022.

INVENTORY

INVENTORY	9 Months Ended
	Sep. 30, 2023
Inventory Disclosure [Abstract]
INVENTORY	INVENTORY Raw materials consist of materials and packaging for manufacturing of products owned by the Company. Work-in-progress consists of cultivation materials and live plants. Finished goods consists of cannabis products sold in retail and distribution. Inventory consisted of the following: (in thousands) September 30, December 31, Raw Materials $ 683 $ 524 Work-In-Progress 508 284 Finished Goods 1,369 1,131 Total Inventory $ 2,560 $ 1,939

INVESTMENTS

INVESTMENTS	9 Months Ended
	Sep. 30, 2023
Investments [Abstract]
INVESTMENTS	INVESTMENTS Edible Garden On May 3, 2022, Edible Garden Corp. ("Edible Garden"), an entity in which the Company had an investment of common stock, completed a 1-for-5 reverse stock split of its outstanding common stock. As a result, the Company held 1,000,000 shares in Edible Garden. On May 5, 2022, Edible Garden announced the pricing of its initial public offering of 2,930,000 shares of its common stock and accompanying warrants to purchase up to 2,930,000 shares of common stock for an exercise price of $5.00 per share. Each share of common stock was sold together with one warrant at a combined offering price of $5.00, for gross proceeds of approximately $14.70 million. As a result of the initial publi c offering, the Company reassessed its write down on the investment and recorded a write up to its fair value, which is categorized within the fair value hierarchy as Level 2. In November 2022, the lock-up restriction on the Company's shares in Edible Garden expired and accordingly, the Company's investment transferred from Level 2 to Level 1 fair value measurement. During the fiscal first quarter ended March 31, 2023, the Company sold all its shares in Edible Garden and received $0.15 million. As a result, the Company recorded a realized loss on the sale of investments of $0.06 million during the nine months ended September 30, 2023. Duri ng the nine months ended September 30, 2022, the Company recorded nil in realized or unrealized losses related to its investment in Edible Garden. Mystic Holdings In September 2023, the Company entered into a settlement agreement to resolve the outstanding litigation with Mystic Holdings, Inc. (“Mystic”) which confirmed the Company's ownership of 8,323,764 shares of common stock in Mystic and 8,332 shares of Series A preferred stock in Mystic. In accordance with ASC 321, the Company recorded the investment in equity securities at fair value based upon the quoted price of the shares in active trading markets (Level 1). As of September 30, 2023, the fair value of the investment was $1.33 million. The Company recorded an unrealized gain on investment of $1.33 million for the three and nine months ended September 30, 2023. Refer to “ Note 18 – Commitments and Contingencies ” for further details on the litigation matter. The following tables present the Company’s financial instruments that are measured and recorded at fair value on the Company’s consolidated balance sheets on a recurring basis: September 30, 2023 Amount Level 1 Level 2 Level 3 Investment in Mystic Holdings, Inc. $ 1,333 $ 1,333 $ — $ — Total $ 1,333 $ 1,333 $ — $ — December 31, 2022 Amount Level 1 Level 2 Level 3 Investment in Edible Garden Corp. $ 210 $ 210 $ — $ — Total $ 210 $ 210 $ — $ —

PROPERTY, EQUIPMENT AND LEASEHO

PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS	9 Months Ended
	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS	PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS Property, equipment, and leasehold improvements consisted of the following: (in thousands) September 30, December 31, Land and Building $ 7,581 $ 7,581 Furniture and Equipment 1,314 1,336 Computer Hardware 344 299 Leasehold Improvements 7,960 8,009 Vehicles 57 103 Construction in Progress 948 2,565 Subtotal 18,204 19,893 Less Accumulated Depreciation (7,379) (6,893) Property, Equipment and Leasehold Improvements, Net $ 10,825 $ 13,000 Depreciation expense related to continuing operations was $0.20 million and $0.88 million for the three months ended September 30, 2023 and 2022, respectively, and $0.64 million and $2.72 million for the nine months ended September 30, 2023 and 2022, respectively.

INTANGIBLE ASSETS

INTANGIBLE ASSETS	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	INTANGIBLE ASSETS Intangible assets consisted of the following: (in thousands) September 30, 2023 December 31, 2022 Estimated Gross Accumulated Net Gross Accumulated Net Amortizing Intangible Assets: Customer Relationships 3 to 5 $ 7,400 $ (7,400) $ — $ 7,400 $ (7,400) $ — Trademarks and Patent 2 to 8 4,500 (4,491) 9 4,500 (2,991) 1,509 Operating Licenses 14 12,239 (12,239) — 12,239 (12,239) — Total Amortizing Intangible Assets 24,139 (24,130) 9 24,139 (22,630) 1,509 Non-Amortizing Intangible Assets: Trade Name Indefinite 1,350 — 1,350 1,350 — 1,350 Total Non-Amortizing Intangible Assets 1,350 — 1,350 1,350 — 1,350 Total Intangible Assets, Net $ 25,489 $ (24,130) $ 1,359 $ 25,489 $ (22,630) $ 2,859 Amortization expense related to continuing operations was $0.38 million and $2.36 million for the three months ended September 30, 2023 and 2022, respectively, and $1.50 million and $7.13 million for the nine months ended September 30, 2023 and 2022, respectively. For the purpose of the annual impairment test on September 30, 2023, the Company performed a qualitative assessment and noted no impairment of its indefinite-lived intangible assets as of September 30, 2023.

GOODWILL

GOODWILL	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL	GOODWILL As of September 30, 2023, changes in the carrying amount of goodwill during the period presented were as follows: (in thousands) Balance as of December 31, 2022 $ 3,585 Balance as of September 30, 2023 $ 3,585 Goodwill is assigned to the reporting unit, which is the operating segment level or one level below the operating segment. The Company conducts its annual goodwill impairment assessment on September 30, and between annual tests if the Company becomes aware of an event or a change in circumstances that would indicate the carrying value may be impaired. For the purpose of the goodwill impairment assessment, the Company has the option to perform a qualitative assessment (commonly referred to as “step zero”) to determine whether further quantitative analysis for impairment of goodwill or indefinite-lived intangible assets is necessary (“step one”). For the purpose of the annual impairment test on September 30, 2023, the Company performed a qualitative assessment and noted no impairment of goodwill as of September 30, 2023. The balance of goodwill at September 30, 2023 and December 31, 2022 remained unchanged at $3.59 million.

ACCRUED LIABILITIES

ACCRUED LIABILITIES	9 Months Ended
	Sep. 30, 2023
Payables and Accruals [Abstract]
ACCRUED LIABILITIES	ACCRUED LIABILITIES Accrued liabilities consisted of the following: (in thousands) September 30, December 31, Tax Liabilities $ 2,733 $ 1,018 Accrued Payroll and Benefits 532 628 Accrued Interest 1,751 2,113 Other Accrued Expenses 2,210 665 Total Accrued Liabilities $ 7,226 $ 4,424

LEASES

LEASES	9 Months Ended
	Sep. 30, 2023
Leases [Abstract]
LEASES	LEASES A lease provides the lessee the right to control the use of an identified asset for a period of time in exchange for consideration. Operating lease right-of-use assets are included in other assets while lease liabilities are a line item on the Company’s consolidated balance sheets. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company determines if an arrangement is a lease at inception. Right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Most operating leases contain renewal options that provide for rent increases based on prevailing market conditions. The terms used to calculate the right-of-use assets for certain properties include the renewal options that the Company is reasonably certain to exercise. The discount rate used to determine the commencement date present value of lease payments is the interest rate implicit in the lease, or when that is not readily determinable, the Company utilizes its secured borrowing rate. Right-of-use assets include any lease payments required to be made prior to commencement and exclude lease incentives. Both right-of-use assets and lease liabilities exclude variable payments not based on an index or rate, which are treated as period costs. The Company’s lease agreements do not contain significant residual value guarantees, restrictions or covenants. The Company occupies office facilities under lease agreements that expire at various dates. In addition, office, production and transportation equipment is leased under agreements that expire at various date s. The Company does not have any significant finance leases. T otal operating lease costs were $0.79 million and $1.98 million for the three months ended September 30, 2023 and 2022, respectively, and $2.29 million and $4.45 million for the nine months ended September 30, 2023 and 2022, respectively. Short-term lease costs during the fiscal quarters ended September 30, 2023 and 2022 were not material. As of September 30, 2023 and December 31, 2022, the Company has short-term lease liabilities of $2.05 million and $2.00 million, respectively. The table below presents total operating lease right-of-use assets and lease liabilities as of: (in thousands) September 30, December 31, Operating Lease Right-of-Use Assets $ 10,680 $ 13,946 Operating Lease Liabilities $ 12,252 $ 15,084 The table below presents the weighted average remaining lease term for operating leases and weighted average discount rate used in calculating operating lease right-of-use assets: Nine Months Ended September 30, September 30, Weighted Average Remaining Lease Term (Years) 7.8 5.5 Weighted Average Discount Rate 11.7 % 11.4 %

NOTES PAYABLE

NOTES PAYABLE	9 Months Ended
	Sep. 30, 2023
Notes Payable [Abstract]
NOTES PAYABLE	NOTES PAYABLE Notes payable consisted of the following: (in thousands) September 30, December 31, Promissory note dated May 4, 2020, issued to Harvest Small Business Finance, LLC, an unaffiliated third party. Loan was part of the Paycheck Protection Program ("PPP Loan") offered by the U.S. Small Business Administration. The interest rate on the note was 1%. The note required interest and principal payments seven months from July 2020. The note matures in February 2025. $ 14 $ 14 Convertible promissory note dated January 25, 2021, issued to accredited investors, which matured July 22, 2022 and bears interest at a rate of 3.0% per annum. The conversion price is $0.175 per share. 3,253 3,450 Promissory note dated July 27, 2021, issued to Arthur Chan which matures July 26, 2024, and bears interest at a rate of 8.0% per annum. 2,500 2,500 Unsecured promissory note dated December 28, 2022 due to a related party. The interest rate on the note is 1.0% and matures on December 28, 2027. 94 154 Promissory note dated October 1, 2021, issued to Sterling Harlan as part of the SilverStreak Solutions acquisition. The interest rate on the note was 10.0%. The note matures in March 2028. 308 2,000 Promissory note dated October 1, 2021, issued to Sterling Harlan as part of the SilverStreak Solutions acquisition. The interest rate on the note was 10.0%. The note matures in March 2028. 1,230 2,500 Secured promissory notes dated March 6, 2023 issued to People's California, LLC, which matures in March 2028 and bears interest at a rate of 10.0% per annum on the first $3.00 million due in December 2023, and 5.0% per annum on the remaining balance through September 2023 and 10.0% per annum thereafter. Payment of the remaining balance is due in March 2028. 22,200 21,569 Promissory note dated May 1, 2019, assumed by the Company on July 1, 2021 in connection with the purchase of real property, from a related party. The note matures on May 15, 2039 and bears interest at a rate of 9.9% per year. 2,833 2,882 Notes Payable - Promissory Notes $ 32,432 $ 35,069 Vehicle Loans 77 76 Less: Short-Term Debt (28,516) (29,662) Plus (Less): Debt Premium (Discount), Net 78 (669) Net Long-Term Debt $ 4,071 $ 4,814 Amendments of Promissory Note Related to People's California, LLC On March 6, 2023, the Company entered into a binding settlement term sheet ("Settlement Term Sheet") to resolve pending litigation matters with People’s California, LLC, whereby the parties agreed to amend the terms of that certain secured promissory note ("Original Note"), issued by the Company to People's California, LLC on November 22, 2021. The Original Note was amended and restated into two secured promissory notes: a $3.00 million note ("$3M Note") and a $20.00 million note ("Settlement Note"). The $3M Note accrues simple interest at 10.0% annually, interest payable monthly in cash, and principal is due 180 days after effective date of the Settlement Term Sheet. The Settlement Note accrues interest at 5.0% for the first 180 days, and 10.0% thereafter, interest is paid in cash (or the Company’s common stock based on the 10-day volume-weighted average price ("VWAP") at the date of issuance) starting 180 days after the effective date of the Settlement Term Sheet and on the first of the month thereafter. The amount of $5.00 million of principal is due in cash within 90 days of the effective date of the Settlement Term Sheet with the balance due on the fifth anniversary of the effective date of the Settlement Term Sheet, which is March 6, 2028. When the $5.00 million principal payment for the Settlement Note and the $3.00 million payment under the $3M Note are paid (“Up-front Settlement”) in accordance with the Settlement Term Sheet, People's California, LLC will be obligated to transfer the Riverside and Costa Mesa licenses and stores to the Company as described in that certain membership interest purchase agreement, dated as of November 22, 2021, with People's California, LLC for no additional consideration. On the earlier of the date of the Up-front Settlement payment or 180 days after the effective date of the Settlement Term Sheet, People's California, LLC will have the option to convert a portion or all of the principal balance of the Settlement Note into the Company's common stock subject to certain requirements in the Settlement Term Sheet. The conversion price is the lower of $0.20 or the 10-day VWAP of the Company's common stock. Upon payment of the Up-front Settlement, the Company has the option to convert the unpaid principal balance of either notes into the Company's common stock at a conversion price of $0.20 per share as long as the at the time of the conversion the Company's common stock has a 10-day VWAP of $0.20 per share or greater. After the first $5.00 million principal payment on the Settlement Note, principal payments made in cash prior to the first anniversary of the Settlement Term Sheet reduce the principal balance by twice the amount of the cash payment. The modification to the Company's promissory note under the Settlement Term Sheet was classified as troubled debt restructuring pursuant to ASC 470-60, " Troubled Debt Restructurings by Debtors" ("ASC 470-60") and the Company recorded a premium of $0.47 million. See " Note 18 – Commitments and Contingencies " for details on the related litigation matters. On May 17, 2023, the Company amended the Settlement Term Sheet wherein the maturity date of the $3M Note was extended to December 6, 2023 and payments of the $5.00 million portion of the Up-front Settlement was extended through September 6, 2023, with $0.80 million being due and paid in cash on May 18, 2023. In addition, the Company shall make an additional $2.20 million principal repayment on or before July 6, 2023. Monthly interest payments were amended to provide the Company with the option to pay 50% of interest in the form of registered shares of common stock. Further, upon payment of the $0.80 million on May 18, 2023, People's California, LLC shall transfer the Riverside and Costa Mesa licenses and stores to the Company for no additional consideration. Such assets have not been transferred to the Company as of September 30, 2023 and the Company has not recorded a debt premium for the contingent free assets. The amendment to the Settlement Term Sheet was classified as a troubled debt restructuring pursuant to ASC 470-60. On July 10, 2023, the Company received a notice from People's California, LLC in respect of the Settlement Term Sheet, as amended on May 17, 2023, wherein People’s California, LLC notified the Company had failed to make the principal repayment of $2.20 million on July 6, 2023 and a monthly interest payment of $25,000 for the month of June 2023. As a result, the promissory notes became callable by the creditor. Accordingly, the Company classified the long-term debt as current notes payable in the consolidated balance sheet as of September 30, 2023. The Company is currently in ongoing discussions with People's California, LLC to renegotiate the debt. Amendment of Promissory Notes Related to SilverStreak Acquisition On March 23, 2023, the Company entered into a binding term sheet to modify the terms of the $2.00 million and $2.50 million unsecured promissory notes originally issued on October 1, 2021 in connection with that certain stock purchase agreement dated June 9, 2021 and amended on July 13, 2021, which reduced the principal to an aggregate of $1.25 million, with required monthly aggregate payments of approximately $0.03 million, interest of 10% per annum, and maturing on March 15, 2028 ("Notes Modification"). The parties also agreed that the Company shall be responsible for certain tax liabilities of approximately $0.53 million. The Notes Modification was classified as a troubled debt restructuring pursuant to ASC 470-60, " Troubled Debt Restructurings by Debtors," and the Company recorded a gain on extinguishment of debt of $3.03 million and reduced the carrying value of the promissory notes to total future cash payments of $1.59 million. On April 30, 2023, the Company entered into a Settlement Agreement and Release (the “Settlement Agreement”) as definitive documentation of the binding term sheet dated March 23, 2023 related to the unsecured promissory notes issued on October 1, 2021 in connection with the acquisition of SilverStreak Solutions, Inc.

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
STOCKHOLDERS' DEFICIT	STOCKHOLDERS' DEFICIT Series V Preferred Stock In December 2022, the Company filed a Certificate of Designation of Rights, Privileges, Preferences, and Restrictions with the Secretary of State of the State of Nevada to establish a new class of preferred shares, the Series V Preferred Stock, $0.001 par value. The number of authorized shares of Series V Preferred Stock is 25,000,000 shares. Each share of Series V Preferred Stock is convertible into ten shares of Common Stock at any time from and after the first anniversary of the issuance date. Each share of Series V Preferred Stock will automatically be converted into ten fully paid and non-assessable shares of Common Stock on the second anniversary of the date on which the holder’s shares of Series V Preferred Stock were issued. The Series V Class of Preferred Stock have a one-year lock-up and have a two times voting right which automatically expires in two years. In January 2023, the Company entered into Securities Purchase Agreements with certain investors, including Sabas Carrillo, the Company’s Chief Executive Officer, Patty Chan, the Company’s Chief Financial Officer, James Miller, the Company's Chief Operating Officer, and Robert Baca, the Company’s Chief Legal Officer (the "Private Placement"). Pursuant to the SPA, the Company issued (i) 14,071,431 shares of Series V Preferred Stock at $0.14 per share which is equal to the closing share price of the Company’s common stock on December 30, 2022 on an as-converted-to-common stock-basis of ten shares of common stock for each one share of Series V Preferred Stock or $0.014 per share of common stock and (ii) 70,357,155 warrants to purchase up to 70,357,155 of common stock with an exercise price of $0.028 or equivalent to two times the as-converted-to-common stock purchase price of $0.014. The Company received total gross proceeds of $1.97 million from the Private Placement. The purchasers in the Private Placement entered into a voting agreement to assign their voting rights to Sabas Carrillo, the Company's Chief Executive Officer. Series N Preferred Stock In February 2023, the Company filed a Certificate of Designation of Rights, Privileges, Preferences, and Restrictions with the Secretary of State of the State of Nevada to establish a new class of preferred shares, the Series N Preferred Stock, $0.001 par value. The number of authorized shares of Series N Preferred Stock is 2,500,000 shares. Each share of Series N Preferred Stock is convertible into 100 shares of the Company's common stock at any time from and before the first anniversary of the issuance date. Each share of Series N Preferred Stock will automatically be converted into 100 fully paid and non-assessable shares of the Company's common stock on the first anniversary of the issuance date. Common Stock The Company authorized 990,000,000 shares of common stock with $0.001 par value per share. As of September 30, 2023 and December 31, 2022, 774,998,097 and 679,513,554 shares of common stock were outstanding, respectively. During the nine months ended September 30, 2023 , the Company issued 2,514,632 shares of common stock to a related cashless exercise of warrants. During the nine months ended September 30, 2023 , the Company issued 96,178,321 shares of common stock to a related party service provider. As a result, the Company recorded $1.91 million of stock-based compensation expense for services during the nine months ended September 30, 2023 . See " Note 17 – Related Party Transactions " for further information. During the nine months ended September 30, 2023 , a member of the Company's board of directors forfeited 900,000 shares of the Company's common stock to the Company for no cash value. Subsequent to the forfeiture, the Company cancelled 3,208,420 shares of treasury stock during the nine months ended September 30, 2023 . Accordingly, treasury stock outstanding as of September 30, 2023 and December 31, 2022 was nil and 2,308,420 shares of common stock, respectively.

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
STOCK-BASED COMPENSATION	STOCK-BASED COMPENSATION Equity Incentive Plans In the first quarter of 2016, the Company adopted the 2016 Equity Incentive Plan. In the fourth quarter of 2018, the Company adopted the 2018 Equity Incentive Plan. In July 2021, the Company assumed the 2019 Equity Incentive Plan as part of an acquisition in 2021. The following table contains information about the Company's equity incentive plans as of September 30, 2023: Awards Reserved for Issuance Awards Exercised Awards Outstanding Awards Available for Grant 2016 Equity Incentive Plan 497,776 — 248,888 248,888 2018 Equity Incentive Plan 14,707,847 4,022,133 5,342,857 5,342,857 2019 Equity Incentive Plan 21,568,053 34,884 11,999,150 9,534,019 Stock-Based Compensation Expense The following table sets forth the total stock-based compensation expense resulting from stock options and restricted grants of common stock to employees, directors and non-employee consultants in the consolidated statement of operations which are included in selling, general and administrative expenses: (in thousands, except for shares / options) For the Three Months Ended September 30, 2023 September 30, 2022 Type of Award Number of Stock-Based Number of Stock-Based Stock Options — $ 85 — $ 276 Stock Grants: Employees (Common Stock) — — — — Directors (Common Stock) — — — — Non–Employee Consultants (Common Stock) — — 6,472,492 268 Total Stock–Based Compensation Expense $ 85 $ 544 (in thousands, except for shares / options) For the Nine Months Ended September 30, 2023 September 30, 2022 Type of Award Number of Stock-Based Number of Stock-Based Stock Options — $ 272 400,000 $ 3,450 Stock Grants: Employees (Common Stock) — — 2,100,000 352 Directors (Common Stock) — — 943,128 213 Non–Employee Consultants (Common Stock) 96,178,321 1,910 7,197,492 397 Total Stock–Based Compensation Expense $ 2,182 $ 4,412 Stock Options The following table summarizes the Company’s stock option activity and related information for the nine months ended September 30, 2023: Number of Shares Weighted- Weighted- Aggregate Options Outstanding as of January 1, 2023 52,821,099 $ 0.23 Forfeited (35,135,204) $ 0.22 Options Outstanding as of September 30, 2023 17,685,895 $ 0.25 6.9 years $ — Options Exercisable as of September 30, 2023 15,220,765 $ 0.28 6.9 years $ — As of September 30, 2023, total unrecognized stock-based compensation was $0.13 million. Such costs are expected to be recognized over a weighted-average period of approximately 1.5 years. The Company recognizes compensation expense for stock option awards on a straight-line basis over the applicable service period of the award. The service period is generally the vesting period. The Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. Hence, the Company uses the “simplified method” described in Staff Accounting Bulletin 107 to estimate the expected term of share option grants. The expected stock price volatility assumption was determined by examining the historical volatilities for the Company’s common stock. The Company will continue to analyze the historical stock price volatility and expected term assumptions as more historical data for the Company’s common stock becomes available. The risk-free interest rate assumption is based on the U.S. treasury instruments whose term was consistent with the expected term of the Company’s stock options. The expected dividend assumption is based on the Company’s history and expectation of dividend payouts. The Company has never paid dividends on its common stock and does not anticipate paying dividends on its common stock in the foreseeable future. Accordingly, the Company has assumed no dividend yield for purposes of estimating the fair value of the Company stock-based compensation.

WARRANTS

WARRANTS	9 Months Ended
	Sep. 30, 2023
Warrants and Rights Note Disclosure [Abstract]
WARRANTS	WARRANTS The following table summarizes the Company's warrant activity for the nine months ended September 30, 2023: Warrants Weighted-Average Warrants Outstanding as of January 1, 2023 80,881,817 $ 0.11 Issued 70,357,155 $ 0.03 Exercised (4,285,500) $ 0.01 Expired (710,000) $ 2.33 Warrants Outstanding as of September 30, 2023 146,243,472 $ 0.06 In January 2023, the Company issued 70,357,155 warrants to purchase up to 70,357,155 of common stock with an exercise price of $0.028 in connection the Private Placement described in " Note 12 - Stockholders' Deficit ". During the nine months ended September 30, 2023 , the Company issued 2,514,632 shares of common stock upon the exercise of 4,285,500 warrants on a cashless basis.

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS	9 Months Ended
	Sep. 30, 2023
Discontinued Operations and Disposal Groups [Abstract]
DISCONTINUED OPERATIONS	DISCONTINUED OPERATIONS Oregon Operations On December 28, 2022, the Company entered into a Stock Purchase and Sale Agreement pursuant to which the Company sold all of its equity interests in LTRMN, Inc., which conducts cannabis distribution and wholesale activities in Oregon, for an aggregate purchase price of $0.25 million. The purchase price was paid in the form of a secured promissory note at a rate of 8.0% per annum due and payable on the third anniversary of the date of issuance. However, upon a final and binding settlement of certain ongoing litigation that is approved by UMBRLA, the purchase price shall be automatically revised to be nil and the promissory note shall be deemed paid and satisfied in-full. On December 28, 2022, the Company entered into a Membership Interest Purchase and Sale Agreement pursuant to which the Company sold its 50.0% equity interests in Psychonaut Oregon, LLC (“Psychonaut”) to Joseph Gerlach for an aggregate purchase price of $1.00. Mr. Gerlach owns the other 50.0% of the equity interests in Psychonaut and is also the Company’s Chief Cultivation Officer. In connection with the sale of Psychonaut, the Company entered into an unsecured promissory note dated December 28, 2022 (the “Psychonaut Note”) pursuant to which the Company consolidated all current liabilities due to Mr. Gerlach totaling $0.15 million. The Psychonaut Note accrues interest at a rate of 1.0% per annum and is due and payable on the fifth anniversary of the date of issuance. The Company concluded that the sale of LTRMN, Inc. and Psychonaut (together, the "Oregon operations") represented a strategic shift that will have a major effect on the Company’s operations and financial results and thus all assets and liabilities allocable to the operations within the state of Oregon were classified as discontinued operations. The assets associated with the Oregon operations were measured at the lower of their carrying amount or fair value less costs to sell ("FVLCTS"). Revenue and expenses, gains or losses relating to the discontinuation of Oregon operations were eliminated from profit or loss from the Company’s continuing operations and are shown as a single line item in the consolidated statements of operations for all periods presented. The Company recognized a loss upon sale of the Oregon operations of $0.50 million for the net carrying value of the assets as of the disposition date which was determined as the book value less direct costs to sell and is recognized as a component of loss on disposal of assets and other expense in the Consolidated Statements of Operations for Discontinued Operations during the year ended December 31, 2022. As of December 31, 2022, the Oregon operations have been fully deconsolidated by the Company and the Company does not have any continuing involvement with the former subsidiary outside of the Magee litigation disclosed in “ Note 18 – Commitments and Contingencies ”. NuLeaf On November 17, 2021, Medifarm III, LLC (“Medifarm III”), a wholly-owned subsidiary of the Company, entered into a Membership Interest Purchase Agreement (the “NuLeaf Purchase Agreement”) with NuLeaf, Inc., a Nevada corporation (“NuLeaf”). Upon the terms and subject to the satisfaction of the conditions described in the NuLeaf Purchase Agreement, Medifarm III agreed to sell its 50.0% of the outstanding membership interests of each of NuLeaf Reno Production, LLC (“NuLeaf Reno”) and NuLeaf Sparks Cultivation, LLC (“NuLeaf Sparks”) to NuLeaf, which owned the remaining 50.0% of the membership interests of NuLeaf Reno and NuLeaf Sparks, for aggregate consideration of $6.50 million in cash. The transaction closed in April 2022. OneQor During fiscal year 2020, management suspended the operations of OneQor due to (i) a lack of proper growth in customer acquisition and revenue for this CBD operation during the COVID-19 pandemic and (ii) the overall financial health of the Company as a result of COVID-19 and social unrest. The Company plans to focus its attention and resources on growing its THC business. In November 2022, the Company received confirmation for the legal dissolution of OneQor. Accordingly, all liabilities and existing obligations related to OneQor were extinguished as of December 31, 2022. The completed sales of our NuLeaf and Oregon operations during the periods presented represented a strategic shift that had a major effect on the Company’s operations and financial results. As a result, management determined the results of these components qualified for discontinued operations presentation in accordance with ASC 205, “ Reporting Discontinued Operations and Disclosure of Disposals of Components of an Entity ". Operating results for the discontinued operations were comprised of the following: (in thousands) Three Months Ended Nine Months Ended 2022 2022 Total Revenues $ 1,525 $ 8,358 Cost of Goods Sold 1,063 4,711 Gross Profit 462 3,647 Selling, General & Administrative Expenses 413 4,021 Gain on Sale of Assets — (3,728) Income from Operations 49 3,354 Interest Expense (2) (8) Other (Expense) Income (22) 28 Income from Discontinued Operations Before Provision for Income Taxes 25 3,374 Income Tax Expense — — Income from Discontinued Operations $ 25 $ 3,374 Income from Discontinued Operations per Common Share Attributable to Unrivaled Brands, Inc. Common Stockholders - Basic And Diluted $ — $ 0.01 As of September 30, 2023 and December 31, 2022, the assets and liabilities related to discontinued operations were deconsolidated and no balance remained.

SEGMENT INFORMATION

SEGMENT INFORMATION	9 Months Ended
	Sep. 30, 2023
Segment Reporting [Abstract]
SEGMENT INFORMATION	SEGMENT INFORMATION The Company operates in two segments: (i) Cannabis Retail – Either independently or in conjunction with third parties, the Company operates medical marijuana and adult use cannabis dispensaries in California. All retail dispensaries offer a broad selection of medical and adult use cannabis products including flower, concentrates, and edibles . (ii) Cannabis Cultivation and Distribution – The Company operates a cultivation facility in Oakland, California and distributes flower grown from the facility to other manufacturers or to its own retail cannabis dispensaries in California under the Korova brand. For the periods presented, revenue by reportable segments are as follows: (in thousands) (in thousands) Total Revenue % of Total Revenue Total Revenue % of Total Revenue Three Months Ended September 30, Nine Months Ended September 30, Segment 2023 2022 2023 2022 2023 2022 2023 2022 Cannabis Retail $ 8,101 $ 9,252 94.1 % 95.2 % $ 24,986 $ 32,905 93.8 % 74.2 % Cannabis Cultivation & Distribution 511 469 5.9 % 4.8 % 1,663 11,466 6.2 % 25.8 % Total $ 8,612 $ 9,721 100.0 % 100.0 % $ 26,649 $ 44,371 100.0 % 100.0 % For the periods presented, results of operations by reportable segments are as follows: (in thousands) Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 Cannabis Retail Cannabis Cultivation & Distribution Corporate & Other Total Cannabis Retail Cannabis Cultivation & Distribution Corporate & Other Total Total Revenues $ 8,101 $ 511 $ — $ 8,612 $ 9,252 $ 469 $ — $ 9,721 Cost of Goods Sold 3,861 757 — 4,618 3,861 5,902 — 9,763 Gross Profit 4,240 (246) — 3,994 5,391 (5,433) — (42) Gross Profit % 52.3 % (48.1) % 58.3 % (1158.4) % Selling, General & Administrative Expenses 4,118 245 3,166 7,529 3,840 3,299 5,613 12,752 Impairment Expense — — — — — — 107,972 107,972 Loss (Gain) on Disposal of Assets 1,541 — (1) 1,540 169 1,359 1 1,529 Income (Loss) from Operations (1,419) (491) (3,165) (5,075) 1,382 (10,091) (113,586) (122,295) Other Income (Expense): Interest Expense — — (944) (944) — (2) (379) (381) Loss on Settlement of Liabilities (8) — (33) (41) — — — — Income from Employer Retention Credit — — 1,232 1,232 — — — — Unrealized Gain (Loss) on Investments — — 1,333 1,333 — — (493) (493) Other Income (Expense) 327 (261) 376 442 (485) 567 (294) (212) Total Other Income (Expense), Net 319 (261) 1,964 2,022 (485) 565 (1,166) (1,086) Income (Loss) Before Provision for Income Taxes $ (1,100) $ (752) $ (1,201) $ (3,053) $ 897 $ (9,526) $ (114,752) $ (123,381) Total Assets (Liabilities) $ 14,925 $ 4,252 $ 17,354 $ 36,531 $ 49,017 $ (9,838) $ 14,671 $ 53,850 (in thousands) Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 Cannabis Retail Cannabis Cultivation & Distribution Corporate & Other Total Cannabis Retail Cannabis Cultivation & Distribution Corporate & Other Total Total Revenues $ 24,986 $ 1,663 $ — $ 26,649 $ 32,905 $ 11,466 $ — $ 44,371 Cost of Goods Sold 11,629 1,731 — 13,360 16,172 14,041 — 30,213 Gross Profit 13,357 (68) — 13,289 16,733 (2,575) — 14,158 Gross Profit % 53.5 % (4.1) % 50.9 % (22.5) % Selling, General & Administrative Expenses 9,428 712 11,057 21,197 15,292 11,785 21,766 48,843 Impairment Expense — — — — — — 163,698 163,698 Loss (Gain) on Disposal of Assets 1,541 — (1,740) (199) 711 1,359 (198) 1,872 Income (Loss) from Operations 2,388 (780) (9,317) (7,709) 730 (15,719) (185,266) (200,255) Other Income (Expense): Interest Expense — — (2,155) (2,155) — (178) (2,408) (2,586) Gain on Extinguishment of Debt — — 3,026 3,026 — — 542 542 Gain (Loss) on Settlement of Liabilities 102 — (33) 69 — — — — Income from Employer Retention Credit — — 1,232 1,232 — — — — Realized Loss on Investments — — (61) (61) — — — — Unrealized Gain on Investments — — 1,333 1,333 — — 470 470 Other Income (Expense) 10 63 640 713 (882) 1,094 434 646 Total Other Income (Expense), Net 112 63 3,982 4,157 (882) 916 (962) (928) Income (Loss) Before Provision for Income Taxes $ 2,500 $ (717) $ (5,335) $ (3,552) $ (152) $ (14,803) $ (186,228) $ (201,183) Total Assets (Liabilities) $ 14,925 $ 4,252 $ 17,354 $ 36,531 $ 49,017 $ (9,838) $ 14,671 $ 53,850

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS All related party transactions are monitored quarterly by the Company and approved by the Audit Committee of the Company's board of directors. During the three and nine months ended September 30, 2023, the Company incurred a total of $0.60 million and $1.65 million in fees pursuant to the engagement letter with Adnant, LLC ("Adnant") dated August 12, 2022, as amended on June 30, 2023, for executive level consulting and related business support services (the "Engagement"). Effective April 1, 2023, Adnant is entitled to receive monthly fees of $0.20 million through September 30, 2023 as compensation for Adnant’s continued services. The Engagement, as amended, provides Adnant with the option to convert accrued and unpaid service fees into shares of common stock of the Company. In accordance with the Engagement, the Company issued 96,178,321 shares of the Company's common stock under the performance bonus award valued at $1.91 million for the nine months ended September 30, 2023. No shares were issued during the three months ended September 30, 2023 under this agreement. During the nine months ended September 30, 2023 , a member of the Company's board of directors forfeited 900,000 shares of the Company's common stock to the Company for no cash value. Refer to "Note 12 - Stockholders' Deficit" for further information. During the nine months ended September 30, 2023 , the Company's CEO advanced the Company $0.20 million for working capital needs, which has been repaid as of September 30, 2023 .

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES California Operating Licenses The Company’s subsidiaries have operated compliantly and have been eligible for applicable licenses and renewals of those licenses. Litigation and Claims The Company is the subject of lawsuits and claims arising in the ordinary course of business from time to time. The Company reviews any such legal proceedings and claims on an ongoing basis and follows appropriate accounting guidance when making accrual and disclosure decisions. The Company establishes accruals for those contingencies where the incurrence of a loss is probable and can be reasonably estimated, and it discloses the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued if such disclosure is necessary for the Company’s financial statements to not be misleading. To estimate whether a loss contingency should be accrued by a charge to income, the Company evaluates, among other factors, the degree of probability of an unfavorable outcome and the ability to make a reasonable estima te of the amount of the loss. The Company does not record liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated. Based upon present information, the Company determined that there was one matter that required an accrual as of September 30, 2023. Magee v. UMBRLA, Inc. et al. - The Company is currently involved in a breach of contract action brought by former LTRMN, Inc. (“LTRMN”) employee, Kurtis Magee, which was filed by Mr. Magee in the Superior Court of the State of California, County of Orange, on July 21, 2020. Mr. Magee alleges breach of contract in connection with Mr. Magee’s separation agreement with LTRMN. Trial in this matter is set for April 29, 2024. The Company believes the likelihood of a loss contingency is probable. Accordingly, the Company has accrued $0.50 million for this matter in the consolidated balance sheet. Terra Tech Corp. v. National Fire & Marine Ins. Co., et al. - On or about December 6, 2021, the Company initiated an action in California Superior Court, County of Alameda, against National Fire & marine Insurance Company (“National Fire”), Woodruff-Sawyer & Co., and R-T Specialty, LLC in connection with the denial of an insurance claim by National Fire following the vandalism and looting of the Company’s Bay Area dispensaries in May 2020. The Company alleges that coverage levels for the Company were changed after the policy was bound, in a manner inconsistent with the binder, which prevented the Company from fully recovering its losses in connection with the incidents. On September 21, 2023, the Company entered into a resolution of litigation with National Fire and Woodruff-Sawyer & Co. Unrivaled Brands, Inc. et al v. Mystic Holdings, Inc., et al. - On May 11, 2022, Unrivaled and its wholly-owned subsidiary, Medifarm I, LLC (“Plaintiffs”) initiated an action in the Second Judicial District of the State of Nevada, County of Washoe, against Mystic Holdings, Inc. (“Mystic”) and Picksy Reno LLC (collectively with Mystic, “Defendants”) in connection with Defendants’ failure to honor Plaintiffs’ exercise of a put option entitling Plaintiffs to the repurchase of approximately 8,332,096 shares of Mystic at a price of $1.00 per share. On September 12, 2023, the Company announced the resolution of outstanding litigation with Mystic Holdings, Inc. The settlement grants Unrivaled up to two seats on the board of directors of Mystic in addition to its 5.5% of shares of Mystic common stock and 8,332 of Series A Preferred shares of Mystic which grant 1,100-to-1 voting rights and which convert on a 1-to-1 basis to Mystic common stock. The parties have agreed to explore opportunities for mutual collaboration and growth, see " Note 5 - Investments " for further information. Fusion LLF, LLC v. Unrivaled Brands, Inc. - On June 27, 2022, Fusion LLF, LLC filed an action against the Company, in the Superior Court for the State of California, County of Orange, alleging claims for breach of contract, account stated, and right to attach order and writ of attachment. The complaint claims at least $4.55 million in damages. On August 11, 2022, the Company filed an answer to the complaint. On August 5, 2022, Fusion LLF, LLC filed an application for a right to attach order and writ of attachment, which was denied on December 8, 2022. People's California, LLC v. Unrivaled Brands, Inc. - On July 19, 2022, People’s California, LLC, the sellers of People's First Choice, filed an action against the Company in the Superior Court for the State of California, County of Orange, bringing claims for breach of contract and breach of the covenant of good faith and fair dealing stemming from the Company’s alleged breach of certain agreements with People’s California, LLC. The complaint claims at least $23.00 million in damages. On September 20, 2022, the Company filed a cross-complaint in the matter in November 2021. The Company was seeking a minimum of $5.40 million in damages. On March 6, 2023, the parties entered into a binding term sheet to settle the litigation. The litigation is stayed pending final documentation of the settlement agreement. Refer to "Note 11 – Notes Payable" for further details. People's California, LLC v. Kovacevich, et al - On August 1, 2022, People’s California, LLC filed an action against certain current and former officers and directors of the Company in the Superior Court for the State of California, County of Orange, derivatively on behalf of the Company and listing the Company as a nominal defendant alleging claims for breach of fiduciary duty, abuse of control, self-dealing, corporate waste, and unjust enrichment based on a series of corporate transactions and management decisions. The Complaint does not state a specific claim for damages. On March 6, 2023, the parties entered into a binding term sheet to settle the litigation. The litigation is stayed pending final documentation of the settlement agreement. 1149 South LA Street Fashion District, LLC vs Unrivaled Brands, Inc. - On January 30, 2023, 1149 South LA Street Fashion District, LLC and 1135 South LA Street Fashion District LLC filed an action against the Company and other defendants in the Superior Court of the State of California, County of Los Angeles, alleging claims for breach of written contract, breach of written guaranty, breach of implied covenant of good faith and fair dealing, waste, and declaratory relief. The complaint claims at least $0.58 million in damages. On April 10, 2023, the Company filed an answer to the complaint. On October 31, 2023, an Application for Right to Attach Order was unfavorably granted in the amount of $0.50 million against the Company. In doing so, the Court found that the Plaintiffs had demonstrated a probability that they would succeed on the merits of their claims. Greenlane Holdings, LLC v. Unrivaled Brands, Inc. - On February 6, 2023, Greenlane Holdings, LLC filed an action against the Company in the Superior Court of the State of California, County of Los Angeles, alleging claims for breach of contract, account stated, and unjust enrichment. The complaint alleges damages of $0.40 million. On April 10, 2023, the Company filed an answer to the complaint. Because no conclusion has been formed as to whether an unfavorable outcome is either probable or remote, no opinion is expressed as to the likelihood of an unfavorable outcome or the amount or range of any possible loss to the Company. WGS Group, Inc. vs Unrivaled Brands, Inc. - On July 17, 2023 WGS Group, Inc. filed an action against the Company in the Superior Court of California, County of Orange Central Justice Center, alleging claims for damages and declaratory relief, breach of security service agreements, breach of the implied covenant of good faith and fair dealing, quantum meruit, violations of business and professional code sections 17200 Et SEQ., declaratory relief regarding successor-in-interest liability, and declaratory relief regarding ultra vires actions imposing personal liability on a former executive officer. Because no conclusion has been formed as to whether an unfavorable outcome is either probable or remote, no opinion is expressed as to the likelihood of an unfavorable outcome or the amount or range of any possible loss to the Company. No Smoking Allowed Except Turn, LLC v. People’s Riverside, LLC and Unrivaled Brands, Inc. - On July 21, 2023, No Smoking Allowed Except Turn, LLC filed an action against the Company in the Superior Court of California, County of Riverside, alleging claims for damages for breach of contract and negligence. The complaint alleges damages in excess of $0.60 million. The Company has not yet filed a responsive pleading. Because no conclusion has been formed as to whether an unfavorable outcome is either probable or remote, no opinion is expressed as to the likelihood of an unfavorable outcome or the amount or range of any possible loss to the Company. Dominion Capital LLC and M2B Funding Corp. vs Unrivaled Brands, Inc. - On September 28, 2023, Dominion Capital LLC and M2B Funding Corp. filed an action against the Company in the Supreme Court of the State of New York, County of New York, alleging claims for breach of written contract. The complaint claims at least $3.03 million in damages. The Company has not yet been served and has not filed an answer to the complaint. Because no conclusion has been formed as to whether an unfavorable outcome is either probable or remote, no opinion is expressed as to the likelihood of an unfavorable outcome or the amount or range of any possible loss to the Company.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTSThe Company has evaluated subsequent events through November 14, 2023, which is the date these consolidated financial statements were issued, and has concluded that the following subsequent events have occurred that would require recognition in the consolidated financial statements or disclosure in the notes to the consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and with the instructions to U.S. Securities and Exchange Commission (“SEC”) Form 10-Q and Article 10 of Regulation S-X of the Securities Act of 1933 and reflect the accounts and operations of the Company and those of its subsidiaries in which the Company has a controlling financial interest. In accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, “Consolidation,” the Company consolidates any variable interest entity (“VIE”) of which it is the primary beneficiary. The typical condition for a controlling financial interest ownership is holding a majority of the voting interests of an entity; however, a controlling financial interest may also exist in entities, such as VIEs, through arrangements that do not involve controlling voting interests. ASC 810 requires a variable interest holder to consolidate a VIE if that party has the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company does not consolidate a VIE in which it has a majority ownership interest when it is not considered the primary beneficiary. The Company evaluates its relationships with all the VIEs on an ongoing basis to reassess if it continues to be the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the consolidated financial position of the Company as of September 30, 2023 and December 31, 2022, and the consolidated results of operations and cash flows for the periods ended September 30, 2023 and 2022 have been included. These interim unaudited condensed consolidated financial statements do not include all disclosures required by GAAP for complete financial statements and, therefore, should be read in conjunction with the more detailed audited consolidated financial statements for the year ended December 31, 2022. The December 31, 2022 balances reported herein are derived from the audited consolidated financial statements for the year ended December 31, 2022. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year.
Reclassifications	Certain prior period amounts have been reclassified to conform to the current period presentation. Specifically, the Company determined the presentation of promotion and marketing program ("PMP") revenue should be included as revenue. Prior period presentation of PMP was included as a component of other income in the consolidated statement of operations. In addition, the Company determined certain amounts pertaining to the gain on settlement of liabilities should be a categorized as a component of selling, general and administrative expenses. These reclassifications did not affect total assets, total liabilities, stockholders' deficit or net loss.
Going Concern	The Company incurred a pre-tax net loss from continuing operations of $3.05 million and $3.55 million for the three and nine months ended September 30, 2023, respectively, and $123.38 million and $201.18 million for the three and nine months ended September 30, 2022, respectively. As of September 30, 2023 and December 31, 2022, the Company had an accumulated deficit of $444.44 million and $440.05 million, respectively. At September 30, 2023, the Company had a consolidated cash balance of $2.01 million. Management expects to experience further net losses in 2023 and in the foreseeable future. The Company may not be able to generate sufficient cash from operating activities to fund its ongoing operations. The Company's future success is dependent upon its ability to achieve profitable operations and generate cash from operating activities. There is no guarantee that the Company will be able to generate enough revenue or raise capital to support its operations. The Company will be required to raise additional funds through public or private financing, additional collaborative relationships or other arrangements until it is able to raise revenues to a point of positive cash flow. The Company is evaluating various options to further reduce its cash requirements to operate at a reduced rate, as well as options to raise additional funds, including obtaining loans and selling common stock. There is no guarantee that it will be able to generate enough revenue or raise capital to support its operations, or if it is able to raise capital, that it will be available to the Company on acceptable terms, on an acceptable schedule, or at all. The issuance of additional securities may result in a significant dilution in the equity interests of the Company's current stockholders. Obtaining loans, assuming these loans would be available, will increase the Company's liabilities and future cash commitments. There is no assurance that the Company will be able to obtain further funds required for its continued operations or that additional financing will be available for use when needed or, if available, that it can be obtained on commercially reasonable terms. If the Company is not able to obtain the additional financing on a timely basis, it will not be able to meet its other obligations as they become due and the Company will be forced to scale down or perhaps even cease its operations. The risks and uncertainties surrounding the Company's ability to continue to raise capital and its limited capital resources raise substantial doubt as to the Company's ability to continue as a going concern for twelve months from the issuance of these financial statements. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.
Employer Retention Credits	On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") to provide certain relief as a result of the COVID-19 pandemic. The CARES Act provides tax relief, along with other stimulus measures, including a provision for an Employee Retention Credit (“ERC”), which allows for employers to claim a refundable tax credit against the employer share of Social Security tax equal to 70% of the qualified wages paid to employees after December 31, 2020 through September 30, 2021. The ERC was designed to encourage businesses to keep employees on the payroll during the COVID-19 pandemic. As there is no authoritative guidance under U.S. GAAP on accounting for government assistance to for-profit business entities, the Company accounts for the ERC by analogy to International Accounting Standard ("IAS") 20, " Accounting for Government Grants and Disclosure of Government Assistance
Use of Estimates	The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements and the reported amounts of total net revenue and expenses in the reporting periods. The Company regularly evaluates estimates and assumptions related to revenue recognition, allowances for doubtful accounts, sales returns, inventory valuation, stock-based compensation expense, goodwill and purchased intangible asset valuations, derivative liabilities, deferred income tax asset valuation allowances, uncertain tax positions, tax contingencies, litigation and other loss contingencies. These estimates and assumptions are based on current facts, historical experience and various other factors that the Company believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue, costs and expenses that are not readily apparent from other sources. The actual results the Company experiences may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected.
Loss Per Common Share	In accordance with the provisions of ASC 260, “Earnings Per Share”,
Recently Adopted and Issued Accounting Standards	Recently Adopted Accounting Standards In October 2021, the FASB issued ASU 2021-08, “ Business Combinations (Subtopic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ” (“ASU 2021-08”), which is intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022. This update should be applied prospectively on or after the effective date of the amendments. The adoption of the standard on January 1, 2023 did not have a material impact on the Company’s consolidated financial statements. In March 2022, the FASB issued ASU 2022-02, “ Financial Instruments—Credit Losses (Topic 326) Troubled Debt Restructurings and Vintage Disclosures ” (“ASU 2022-02”), which eliminates the accounting guidance on troubled debt restructurings for creditors and amends the guidance on “vintage disclosures” to require disclosure of current-period gross write-offs by year of origination. The ASU also updates the requirements related to accounting for credit losses under the current guidance and adds enhanced disclosures for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty. ASU 2022-02 is effective for fiscal years beginning after December 15, 2022. The adoption of the standard on January 1, 2023 did not have a material impact on the Company’s consolidated financial statements. In June 2016, the FASB ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments ” (“ASU 2016-13”). ASU 2016-13 replaces the “incurred loss” credit losses framework with a new accounting standard that requires management's measurement of the allowance for credit losses to be based on a broader range of reasonable and supportable information for lifetime credit loss estimates. Effective January 1, 2023, the Company adopted the standard. The adoption of this standard did not have a material impact on our financial statements. Recently Issued Accounting Standards In June 2022, the FASB issued ASU 2022-03, “ Fair Value Measurements—Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (Topic 820) ”. ASU 2022-03 clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. It also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. For public business entities, the ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the effect of adopting this ASU.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	Dilutive securities that are not included in the calculation of diluted net loss per share because their effect is anti-dilutive are as follows (in common equivalent shares): Nine Months Ended 2023 2022 Common Stock Warrants 100,768,668 80,881,817 Common Stock Options 17,685,895 58,843,517 118,454,563 139,725,334

INVENTORY (Tables)

INVENTORY (Tables)	9 Months Ended
	Sep. 30, 2023
Inventory Disclosure [Abstract]
Schedule of Inventory, Current	Inventory consisted of the following: (in thousands) September 30, December 31, Raw Materials $ 683 $ 524 Work-In-Progress 508 284 Finished Goods 1,369 1,131 Total Inventory $ 2,560 $ 1,939

INVESTMENTS (Tables)

INVESTMENTS (Tables)	9 Months Ended
	Sep. 30, 2023
Investments [Abstract]
Fair Value Measurements, Recurring and Nonrecurring	The following tables present the Company’s financial instruments that are measured and recorded at fair value on the Company’s consolidated balance sheets on a recurring basis: September 30, 2023 Amount Level 1 Level 2 Level 3 Investment in Mystic Holdings, Inc. $ 1,333 $ 1,333 $ — $ — Total $ 1,333 $ 1,333 $ — $ — December 31, 2022 Amount Level 1 Level 2 Level 3 Investment in Edible Garden Corp. $ 210 $ 210 $ — $ — Total $ 210 $ 210 $ — $ —

PROPERTY, EQUIPMENT AND LEASE_2

PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS (Tables)	9 Months Ended
	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment	Property, equipment, and leasehold improvements consisted of the following: (in thousands) September 30, December 31, Land and Building $ 7,581 $ 7,581 Furniture and Equipment 1,314 1,336 Computer Hardware 344 299 Leasehold Improvements 7,960 8,009 Vehicles 57 103 Construction in Progress 948 2,565 Subtotal 18,204 19,893 Less Accumulated Depreciation (7,379) (6,893) Property, Equipment and Leasehold Improvements, Net $ 10,825 $ 13,000

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Finite-Lived Intangible Assets	Intangible assets consisted of the following: (in thousands) September 30, 2023 December 31, 2022 Estimated Gross Accumulated Net Gross Accumulated Net Amortizing Intangible Assets: Customer Relationships 3 to 5 $ 7,400 $ (7,400) $ — $ 7,400 $ (7,400) $ — Trademarks and Patent 2 to 8 4,500 (4,491) 9 4,500 (2,991) 1,509 Operating Licenses 14 12,239 (12,239) — 12,239 (12,239) — Total Amortizing Intangible Assets 24,139 (24,130) 9 24,139 (22,630) 1,509 Non-Amortizing Intangible Assets: Trade Name Indefinite 1,350 — 1,350 1,350 — 1,350 Total Non-Amortizing Intangible Assets 1,350 — 1,350 1,350 — 1,350 Total Intangible Assets, Net $ 25,489 $ (24,130) $ 1,359 $ 25,489 $ (22,630) $ 2,859

GOODWILL (Tables)

GOODWILL (Tables)	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Goodwill	As of September 30, 2023, changes in the carrying amount of goodwill during the period presented were as follows: (in thousands) Balance as of December 31, 2022 $ 3,585 Balance as of September 30, 2023 $ 3,585

ACCRUED LIABILITIES (Tables)

ACCRUED LIABILITIES (Tables)	9 Months Ended
	Sep. 30, 2023
Payables and Accruals [Abstract]
Schedule of Accounts Payable and Accrued Liabilities	Accrued liabilities consisted of the following: (in thousands) September 30, December 31, Tax Liabilities $ 2,733 $ 1,018 Accrued Payroll and Benefits 532 628 Accrued Interest 1,751 2,113 Other Accrued Expenses 2,210 665 Total Accrued Liabilities $ 7,226 $ 4,424

LEASES (Tables)

LEASES (Tables)	9 Months Ended
	Sep. 30, 2023
Leases [Abstract]
Schedule of Operating Lease ROU Assets and Lease Liabilities	The table below presents total operating lease right-of-use assets and lease liabilities as of: (in thousands) September 30, December 31, Operating Lease Right-of-Use Assets $ 10,680 $ 13,946 Operating Lease Liabilities $ 12,252 $ 15,084
Operating Lease Costs	The table below presents the weighted average remaining lease term for operating leases and weighted average discount rate used in calculating operating lease right-of-use assets: Nine Months Ended September 30, September 30, Weighted Average Remaining Lease Term (Years) 7.8 5.5 Weighted Average Discount Rate 11.7 % 11.4 %

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	9 Months Ended
	Sep. 30, 2023
Notes Payable [Abstract]
Schedule of Debt	Notes payable consisted of the following: (in thousands) September 30, December 31, Promissory note dated May 4, 2020, issued to Harvest Small Business Finance, LLC, an unaffiliated third party. Loan was part of the Paycheck Protection Program ("PPP Loan") offered by the U.S. Small Business Administration. The interest rate on the note was 1%. The note required interest and principal payments seven months from July 2020. The note matures in February 2025. $ 14 $ 14 Convertible promissory note dated January 25, 2021, issued to accredited investors, which matured July 22, 2022 and bears interest at a rate of 3.0% per annum. The conversion price is $0.175 per share. 3,253 3,450 Promissory note dated July 27, 2021, issued to Arthur Chan which matures July 26, 2024, and bears interest at a rate of 8.0% per annum. 2,500 2,500 Unsecured promissory note dated December 28, 2022 due to a related party. The interest rate on the note is 1.0% and matures on December 28, 2027. 94 154 Promissory note dated October 1, 2021, issued to Sterling Harlan as part of the SilverStreak Solutions acquisition. The interest rate on the note was 10.0%. The note matures in March 2028. 308 2,000 Promissory note dated October 1, 2021, issued to Sterling Harlan as part of the SilverStreak Solutions acquisition. The interest rate on the note was 10.0%. The note matures in March 2028. 1,230 2,500 Secured promissory notes dated March 6, 2023 issued to People's California, LLC, which matures in March 2028 and bears interest at a rate of 10.0% per annum on the first $3.00 million due in December 2023, and 5.0% per annum on the remaining balance through September 2023 and 10.0% per annum thereafter. Payment of the remaining balance is due in March 2028. 22,200 21,569 Promissory note dated May 1, 2019, assumed by the Company on July 1, 2021 in connection with the purchase of real property, from a related party. The note matures on May 15, 2039 and bears interest at a rate of 9.9% per year. 2,833 2,882 Notes Payable - Promissory Notes $ 32,432 $ 35,069 Vehicle Loans 77 76 Less: Short-Term Debt (28,516) (29,662) Plus (Less): Debt Premium (Discount), Net 78 (669) Net Long-Term Debt $ 4,071 $ 4,814

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award	The following table contains information about the Company's equity incentive plans as of September 30, 2023: Awards Reserved for Issuance Awards Exercised Awards Outstanding Awards Available for Grant 2016 Equity Incentive Plan 497,776 — 248,888 248,888 2018 Equity Incentive Plan 14,707,847 4,022,133 5,342,857 5,342,857 2019 Equity Incentive Plan 21,568,053 34,884 11,999,150 9,534,019
Share-based Payment Arrangement, Activity	The following table sets forth the total stock-based compensation expense resulting from stock options and restricted grants of common stock to employees, directors and non-employee consultants in the consolidated statement of operations which are included in selling, general and administrative expenses: (in thousands, except for shares / options) For the Three Months Ended September 30, 2023 September 30, 2022 Type of Award Number of Stock-Based Number of Stock-Based Stock Options — $ 85 — $ 276 Stock Grants: Employees (Common Stock) — — — — Directors (Common Stock) — — — — Non–Employee Consultants (Common Stock) — — 6,472,492 268 Total Stock–Based Compensation Expense $ 85 $ 544 (in thousands, except for shares / options) For the Nine Months Ended September 30, 2023 September 30, 2022 Type of Award Number of Stock-Based Number of Stock-Based Stock Options — $ 272 400,000 $ 3,450 Stock Grants: Employees (Common Stock) — — 2,100,000 352 Directors (Common Stock) — — 943,128 213 Non–Employee Consultants (Common Stock) 96,178,321 1,910 7,197,492 397 Total Stock–Based Compensation Expense $ 2,182 $ 4,412
Share-based Payment Arrangement, Option, Activity	The following table summarizes the Company’s stock option activity and related information for the nine months ended September 30, 2023: Number of Shares Weighted- Weighted- Aggregate Options Outstanding as of January 1, 2023 52,821,099 $ 0.23 Forfeited (35,135,204) $ 0.22 Options Outstanding as of September 30, 2023 17,685,895 $ 0.25 6.9 years $ — Options Exercisable as of September 30, 2023 15,220,765 $ 0.28 6.9 years $ —

WARRANTS (Tables)

WARRANTS (Tables)	9 Months Ended
	Sep. 30, 2023
Warrants and Rights Note Disclosure [Abstract]
Schedule of Stockholders' Equity Note, Warrants or Rights	The following table summarizes the Company's warrant activity for the nine months ended September 30, 2023: Warrants Weighted-Average Warrants Outstanding as of January 1, 2023 80,881,817 $ 0.11 Issued 70,357,155 $ 0.03 Exercised (4,285,500) $ 0.01 Expired (710,000) $ 2.33 Warrants Outstanding as of September 30, 2023 146,243,472 $ 0.06

DISCONTINUED OPERATIONS (Tables

DISCONTINUED OPERATIONS (Tables)	9 Months Ended
	Sep. 30, 2023
Discontinued Operations and Disposal Groups [Abstract]
Schedule of Discontinued Operations	Operating results for the discontinued operations were comprised of the following: (in thousands) Three Months Ended Nine Months Ended 2022 2022 Total Revenues $ 1,525 $ 8,358 Cost of Goods Sold 1,063 4,711 Gross Profit 462 3,647 Selling, General & Administrative Expenses 413 4,021 Gain on Sale of Assets — (3,728) Income from Operations 49 3,354 Interest Expense (2) (8) Other (Expense) Income (22) 28 Income from Discontinued Operations Before Provision for Income Taxes 25 3,374 Income Tax Expense — — Income from Discontinued Operations $ 25 $ 3,374 Income from Discontinued Operations per Common Share Attributable to Unrivaled Brands, Inc. Common Stockholders - Basic And Diluted $ — $ 0.01

SEGMENT INFORMATION (Tables)

SEGMENT INFORMATION (Tables)	9 Months Ended
	Sep. 30, 2023
Segment Reporting [Abstract]
Schedule of Segment Reporting Information, by Segment	For the periods presented, revenue by reportable segments are as follows: (in thousands) (in thousands) Total Revenue % of Total Revenue Total Revenue % of Total Revenue Three Months Ended September 30, Nine Months Ended September 30, Segment 2023 2022 2023 2022 2023 2022 2023 2022 Cannabis Retail $ 8,101 $ 9,252 94.1 % 95.2 % $ 24,986 $ 32,905 93.8 % 74.2 % Cannabis Cultivation & Distribution 511 469 5.9 % 4.8 % 1,663 11,466 6.2 % 25.8 % Total $ 8,612 $ 9,721 100.0 % 100.0 % $ 26,649 $ 44,371 100.0 % 100.0 % For the periods presented, results of operations by reportable segments are as follows: (in thousands) Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 Cannabis Retail Cannabis Cultivation & Distribution Corporate & Other Total Cannabis Retail Cannabis Cultivation & Distribution Corporate & Other Total Total Revenues $ 8,101 $ 511 $ — $ 8,612 $ 9,252 $ 469 $ — $ 9,721 Cost of Goods Sold 3,861 757 — 4,618 3,861 5,902 — 9,763 Gross Profit 4,240 (246) — 3,994 5,391 (5,433) — (42) Gross Profit % 52.3 % (48.1) % 58.3 % (1158.4) % Selling, General & Administrative Expenses 4,118 245 3,166 7,529 3,840 3,299 5,613 12,752 Impairment Expense — — — — — — 107,972 107,972 Loss (Gain) on Disposal of Assets 1,541 — (1) 1,540 169 1,359 1 1,529 Income (Loss) from Operations (1,419) (491) (3,165) (5,075) 1,382 (10,091) (113,586) (122,295) Other Income (Expense): Interest Expense — — (944) (944) — (2) (379) (381) Loss on Settlement of Liabilities (8) — (33) (41) — — — — Income from Employer Retention Credit — — 1,232 1,232 — — — — Unrealized Gain (Loss) on Investments — — 1,333 1,333 — — (493) (493) Other Income (Expense) 327 (261) 376 442 (485) 567 (294) (212) Total Other Income (Expense), Net 319 (261) 1,964 2,022 (485) 565 (1,166) (1,086) Income (Loss) Before Provision for Income Taxes $ (1,100) $ (752) $ (1,201) $ (3,053) $ 897 $ (9,526) $ (114,752) $ (123,381) Total Assets (Liabilities) $ 14,925 $ 4,252 $ 17,354 $ 36,531 $ 49,017 $ (9,838) $ 14,671 $ 53,850 (in thousands) Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 Cannabis Retail Cannabis Cultivation & Distribution Corporate & Other Total Cannabis Retail Cannabis Cultivation & Distribution Corporate & Other Total Total Revenues $ 24,986 $ 1,663 $ — $ 26,649 $ 32,905 $ 11,466 $ — $ 44,371 Cost of Goods Sold 11,629 1,731 — 13,360 16,172 14,041 — 30,213 Gross Profit 13,357 (68) — 13,289 16,733 (2,575) — 14,158 Gross Profit % 53.5 % (4.1) % 50.9 % (22.5) % Selling, General & Administrative Expenses 9,428 712 11,057 21,197 15,292 11,785 21,766 48,843 Impairment Expense — — — — — — 163,698 163,698 Loss (Gain) on Disposal of Assets 1,541 — (1,740) (199) 711 1,359 (198) 1,872 Income (Loss) from Operations 2,388 (780) (9,317) (7,709) 730 (15,719) (185,266) (200,255) Other Income (Expense): Interest Expense — — (2,155) (2,155) — (178) (2,408) (2,586) Gain on Extinguishment of Debt — — 3,026 3,026 — — 542 542 Gain (Loss) on Settlement of Liabilities 102 — (33) 69 — — — — Income from Employer Retention Credit — — 1,232 1,232 — — — — Realized Loss on Investments — — (61) (61) — — — — Unrealized Gain on Investments — — 1,333 1,333 — — 470 470 Other Income (Expense) 10 63 640 713 (882) 1,094 434 646 Total Other Income (Expense), Net 112 63 3,982 4,157 (882) 916 (962) (928) Income (Loss) Before Provision for Income Taxes $ 2,500 $ (717) $ (5,335) $ (3,552) $ (152) $ (14,803) $ (186,228) $ (201,183) Total Assets (Liabilities) $ 14,925 $ 4,252 $ 17,354 $ 36,531 $ 49,017 $ (9,838) $ 14,671 $ 53,850

DESCRIPTION OF BUSINESS (Detail

DESCRIPTION OF BUSINESS (Details) $ / shares in Units, $ in Thousands			3 Months Ended		9 Months Ended
	Dec. 31, 2023	Oct. 10, 2023 $ / shares shares	Sep. 30, 2023 USD ($) $ / shares	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) $ / shares	Sep. 30, 2022 USD ($)	Jan. 31, 2023 $ / shares	Dec. 31, 2022 $ / shares
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss (Gain) on Disposal of Assets | $			$ (1,540)	$ (1,529)	$ 199	$ (1,872)
Common stock, par value (in dollars per share) | $ / shares			$ 0.001		$ 0.001		$ 0.014	$ 0.001
Maximum | Forecast
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Reverse stock split	0.0142857142857143	0.0142857142857143
Minimum | Forecast
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Reverse stock split	0.01	0.01
Subsequent Event
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Common stock, par value (in dollars per share) | $ / shares		$ 0.001
Shares convertible (in shares) | shares		1
Umbrla, Inc. | Disposal Group, Not Discontinued Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss (Gain) on Disposal of Assets | $			$ 1,740		$ 1,740

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Accounting Policies [Abstract]
Income (Loss) Before Provision for Income Taxes	$ (3,053)	$ (123,381)	$ (3,552)	$ (201,183)
Accumulated Deficit	(444,443)		(444,443)		$ (440,049)
Cash balance	2,010		2,010
Income from Employer Retention Credit	$ 1,232	$ 0	$ 1,232	$ 0

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities	118,454,563	139,725,334
Common Stock Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities	100,768,668	80,881,817
Common Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities	17,685,895	58,843,517

CONCENTRATIONS OF BUSINESS AN_2

CONCENTRATIONS OF BUSINESS AND CREDIT RISK (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Risks and Uncertainties [Abstract]
Cash, uninsured amount	$ 690,000	$ 0

INVENTORY (Details)

INVENTORY (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw Materials	$ 683	$ 524
Work-In-Progress	508	284
Finished Goods	1,369	1,131
Inventory	$ 2,560	$ 1,939

INVESTMENTS - Narrative (Detail

INVESTMENTS - Narrative (Details)			3 Months Ended			9 Months Ended
	May 05, 2022 USD ($) $ / shares shares	May 03, 2022 shares	Sep. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Jan. 31, 2023 $ / shares shares
Schedule of Investments [Line Items]
Reverse stock split ratio		0.2
Warrants available for purchase (in shares) | shares								70,357,155
Exercise price (in dollars per share) | $ / shares								$ 0.028
Proceeds from shares sold				$ 150,000		$ 149,000	$ 0
Realized loss on investment			$ 0		$ 0	61,000	0
Unrealized Gain (Loss) on Investments			1,333,000		$ (493,000)	1,333,000	$ 470,000
Investment in Mystic Holdings, Inc.
Schedule of Investments [Line Items]
Investment			$ 1,330,000			$ 1,330,000
IPO | Edible Garden
Schedule of Investments [Line Items]
Warrants available for purchase (in shares) | shares	2,930,000
Exercise price (in dollars per share) | $ / shares	$ 5
Offering price (in dollars per share) | $ / shares	$ 5
Common Stock
Schedule of Investments [Line Items]
Share ownership (in shares)			832,376,400%			832,376,400%
Common Stock | IPO | Edible Garden
Schedule of Investments [Line Items]
Shares granted (in shares) | shares	2,930,000
Gross proceeds from restricted stock	$ 14,700,000
Series A Preferred Stock
Schedule of Investments [Line Items]
Share ownership (in shares)			833,200%			833,200%
Edible Garden
Schedule of Investments [Line Items]
Shares held (in shares) | shares		1,000,000

INVESTMENTS - Fair Value of Ass

INVESTMENTS - Fair Value of Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Fair Value, Recurring
Schedule of Investments [Line Items]
Investment	$ 1,333	$ 210
Level 1 | Fair Value, Recurring
Schedule of Investments [Line Items]
Investment	1,333	210
Level 2 | Fair Value, Recurring
Schedule of Investments [Line Items]
Investment	0	0
Level 3 | Fair Value, Recurring
Schedule of Investments [Line Items]
Investment	0	0
Investment in Mystic Holdings, Inc.
Schedule of Investments [Line Items]
Investment	1,330
Investment in Mystic Holdings, Inc. | Fair Value, Recurring
Schedule of Investments [Line Items]
Investment	1,333
Investment in Mystic Holdings, Inc. | Level 1 | Fair Value, Recurring
Schedule of Investments [Line Items]
Investment	1,333
Investment in Mystic Holdings, Inc. | Level 2 | Fair Value, Recurring
Schedule of Investments [Line Items]
Investment	0
Investment in Mystic Holdings, Inc. | Level 3 | Fair Value, Recurring
Schedule of Investments [Line Items]
Investment	$ 0
Investment in Edible Garden Corp. | Fair Value, Recurring
Schedule of Investments [Line Items]
Investment		210
Investment in Edible Garden Corp. | Level 1 | Fair Value, Recurring
Schedule of Investments [Line Items]
Investment		210
Investment in Edible Garden Corp. | Level 2 | Fair Value, Recurring
Schedule of Investments [Line Items]
Investment		0
Investment in Edible Garden Corp. | Level 3 | Fair Value, Recurring
Schedule of Investments [Line Items]
Investment		$ 0

PROPERTY, EQUIPMENT AND LEASE_3

PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Subtotal	$ 18,204		$ 18,204		$ 19,893
Less Accumulated Depreciation	(7,379)		(7,379)		(6,893)
Property, Equipment and Leasehold Improvements, Net	10,825		10,825		13,000
Depreciation	200	$ 880	640	$ 2,720
Land and Building
Property, Plant and Equipment [Line Items]
Subtotal	7,581		7,581		7,581
Furniture and Equipment
Property, Plant and Equipment [Line Items]
Subtotal	1,314		1,314		1,336
Computer Hardware
Property, Plant and Equipment [Line Items]
Subtotal	344		344		299
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Subtotal	7,960		7,960		8,009
Vehicles
Property, Plant and Equipment [Line Items]
Subtotal	57		57		103
Construction in Progress
Property, Plant and Equipment [Line Items]
Subtotal	$ 948		$ 948		$ 2,565

INTANGIBLE ASSETS - Schedule of

INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Goodwill [Line Items]
Gross Carrying Amount	$ 24,139	$ 24,139
Accumulated Amortization	(24,130)	(22,630)
Net Carrying Value	9	1,509
Net Carrying Value	1,350	1,350
Total Intangible Assets, Gross	25,489	25,489
Total Intangible Assets, Net	1,359	2,859
Trade Name
Goodwill [Line Items]
Net Carrying Value	1,350	1,350
Customer Relationships
Goodwill [Line Items]
Gross Carrying Amount	7,400	7,400
Accumulated Amortization	(7,400)	(7,400)
Net Carrying Value	$ 0	0
Customer Relationships | Minimum
Goodwill [Line Items]
Estimated Useful Life in Years	3 years
Customer Relationships | Maximum
Goodwill [Line Items]
Estimated Useful Life in Years	5 years
Trademarks and Patent
Goodwill [Line Items]
Gross Carrying Amount	$ 4,500	4,500
Accumulated Amortization	(4,491)	(2,991)
Net Carrying Value	$ 9	1,509
Trademarks and Patent | Minimum
Goodwill [Line Items]
Estimated Useful Life in Years	2 years
Trademarks and Patent | Maximum
Goodwill [Line Items]
Estimated Useful Life in Years	8 years
Operating Licenses
Goodwill [Line Items]
Estimated Useful Life in Years	14 years
Gross Carrying Amount	$ 12,239	12,239
Accumulated Amortization	(12,239)	(12,239)
Net Carrying Value	$ 0	$ 0

INTANGIBLE ASSETS - Narrative (

INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 380	$ 2,360	$ 1,500	$ 7,130

GOODWILL (Details)

GOODWILL (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Goodwill [Roll Forward]
Goodwil - Beginning balance	$ 3,585
Goodwill - Ending balance	$ 3,585

ACCRUED LIABILITIES (Details)

ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Tax Liabilities	$ 2,733	$ 1,018
Accrued Payroll and Benefits	532	628
Accrued Interest	1,751	2,113
Other Accrued Expenses	2,210	665
Total Accrued Liabilities	$ 7,226	$ 4,424

LEASES - Narrative (Details)

LEASES - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Leases [Abstract]
Operating lease costs	$ 790	$ 1,980	$ 2,290	$ 4,450
Short-term lease liabilities	$ 2,051		$ 2,051		$ 1,996

LEASES - Schedule of Operating

LEASES - Schedule of Operating Lease ROU Assets and Lease Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Leases [Abstract]
Operating Lease Right-of-Use Assets	$ 10,680	$ 13,946
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Other Assets	Other Assets
Operating Lease Liabilities	$ 12,252	$ 15,084

LEASES - Schedule of Weighted A

LEASES - Schedule of Weighted Average Number of Shares (Details)	Sep. 30, 2023	Dec. 31, 2022
Leases [Abstract]
Weighted Average Remaining Lease Term (Years)	7 years 9 months 18 days	5 years 6 months
Weighted Average Discount Rate	11.70%	11.40%

NOTES PAYABLE - Schedule of Deb

NOTES PAYABLE - Schedule of Debt (Details) - USD ($) $ / shares in Units, $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Oct. 01, 2021
Debt Instrument [Line Items]
Notes Payable - Promissory Notes	$ 32,432	$ 35,069
Vehicle Loans	77	76
Less: Short-Term Debt	(28,516)	(29,662)
Plus (Less):  Debt Premium (Discount), Net	78	(669)
Net Long-Term Debt	4,071	4,814
Promissory note dated May 4, 2020, issued to Harvest Small Business Finance, LLC, an unaffiliated third party.   Loan was part of the Paycheck Protection Program ("PPP Loan") offered by the U.S. Small Business Administration.   The interest rate on the note was 1%.   The note required interest and principal payments seven months from July 2020.   The note matures in February 2025.
Debt Instrument [Line Items]
Notes Payable - Promissory Notes	$ 14	14
Convertible promissory note dated January 25, 2021, issued to accredited investors, which matured July 22, 2022 and bears interest at a rate of 3.0% per annum. The conversion price is $0.175 per share.
Debt Instrument [Line Items]
Interest rate	3%
Conversion price (in dollars per share)	$ 0.175
Notes Payable - Promissory Notes	$ 3,253	3,450
Promissory note dated July 27, 2021, issued to Arthur Chan which matures July 26, 2024, and bears interest at a rate of 8.0% per annum.
Debt Instrument [Line Items]
Interest rate	8%
Notes Payable - Promissory Notes	$ 2,500	2,500
Unsecured promissory note dated December 28, 2022 due to a related party. The interest rate on the note is 1.0% and matures on December 28, 2027.
Debt Instrument [Line Items]
Interest rate	1%
Notes Payable - Promissory Notes	$ 94	154
Promissory note dated October 1, 2021, issued to Sterling Harlan as part of the SilverStreak Solutions acquisition. The interest rate on the note was 10.0%. The note matures in March 2028.
Debt Instrument [Line Items]
Interest rate	10%
Notes Payable - Promissory Notes	$ 308	2,000	$ 2,000
Promissory note dated October 1, 2021, issued to Sterling Harlan as part of the SilverStreak Solutions acquisition. The interest rate on the note was 10.0%. The note matures in March 2028.
Debt Instrument [Line Items]
Interest rate	10%
Notes Payable - Promissory Notes	$ 1,230	2,500	$ 2,500
Secured promissory notes dated March 6, 2023 issued to People's California, LLC, which matures in March 2028 and bears interest at a rate of 10.0% per annum on the first $3.00 million due in December 2023, and 5.0% per annum on the remaining balance through September 2023 and 10.0% per annum thereafter. Payment of the remaining balance is due in March 2028.
Debt Instrument [Line Items]
Interest rate	10%
Payments due, next fiscal year	$ 3,000
Interest rate	5%
Notes Payable - Promissory Notes	$ 22,200	21,569
Promissory note dated May 1, 2019, assumed by the Company on July 1, 2021 in connection with the purchase of real property, from a related party. The note matures on May 15, 2039 and bears interest at a rate of 9.9% per year.
Debt Instrument [Line Items]
Interest rate	9.90%
Notes Payable - Promissory Notes	$ 2,833	$ 2,882

NOTES PAYABLE - Narrative (Deta

NOTES PAYABLE - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands					1 Months Ended	3 Months Ended		9 Months Ended
	Jul. 06, 2023	May 18, 2023	Mar. 23, 2023	Mar. 06, 2023	Jun. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 06, 2023	Dec. 31, 2022	Oct. 01, 2021
Debt Instrument [Line Items]
Secured promissory notes						$ 32,432		$ 32,432			$ 35,069
Gain on extinguishment of debt						0	$ 0	3,026	$ 542
$3m Note
Debt Instrument [Line Items]
Secured promissory notes				$ 3,000
Interest rate				10%
Principal payment due				$ 3,000
Settlement Note
Debt Instrument [Line Items]
Secured promissory notes				$ 20,000
Interest rate				5%						10%
Principal payment due	$ 2,200	$ 800		$ 5,000
Debt instrument, convertible, conversion price (in dollars per share)				$ 0.20
10-day VWAP minimum price per share (in dollars per share)				$ 0.20
Premium recorded				$ 470
Periodic payment, percentage of option to pay	50%
Monthly interest payment					$ 25
Promissory note dated October 1, 2021, issued to Sterling Harlan as part of the SilverStreak Solutions acquisition. The interest rate on the note was 10.0%. The note matures in March 2028.
Debt Instrument [Line Items]
Secured promissory notes						308		308			2,000	$ 2,000
Promissory note dated October 1, 2021, issued to Sterling Harlan as part of the SilverStreak Solutions acquisition. The interest rate on the note was 10.0%. The note matures in March 2028.
Debt Instrument [Line Items]
Secured promissory notes						1,230		1,230			$ 2,500	$ 2,500
Promissory Note, SilverStreak Solutions, Aggregate
Debt Instrument [Line Items]
Secured promissory notes			$ 1,250			$ 1,590		1,590
Interest rate				10%
Principal payment due			30
Gain on extinguishment of debt								$ 3,030
Tax liabilities			$ 530

STOCKHOLDERS' DEFICIT (Details)

STOCKHOLDERS' DEFICIT (Details) $ / shares in Units, $ in Thousands	1 Months Ended		3 Months Ended	9 Months Ended
	Jan. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 votingRight $ / shares shares	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) votingRight $ / shares shares	Sep. 30, 2022 USD ($)	Feb. 28, 2023 $ / shares shares
Class of Stock [Line Items]
Preferred stock, par value (in dollars per share) | $ / shares		$ 0.001		$ 0.001
Number of voting rights per seat | votingRight				1,100
Common stock, par value (in dollars per share) | $ / shares	$ 0.014	$ 0.001		$ 0.001
Warrants available for purchase (in shares)	70,357,155
Exercise price (in dollars per share) | $ / shares	$ 0.028
Total gross proceeds from private placement | $	$ 1,970
Common stock, shares authorized (in shares)		990,000,000		990,000,000
Common stock, shares outstanding (in shares)		679,513,554		774,998,097
Cashless Exercise of Warrants (in shares)				2,514,632
Stock compensation - Services Expense (in shares)				96,178,321
Stock Issued During Period, Value, Issued for Services | $			$ 268	$ 1,910	$ 397
Treasury stock cancelled (in shares)				3,208,420
Treasury stock, shares issued (in shares)		2,308,420		0
Director | Related Party
Class of Stock [Line Items]
Common shares forfeited (in shares)				900,000
Preferred Stock Series V
Class of Stock [Line Items]
Preferred stock, par value (in dollars per share) | $ / shares	$ 0.14	$ 0.001
Shares authorized for issuance (in shares)		25,000,000
Lock-up period		1 year
Number of voting rights per seat | votingRight		2
Voting right period		2 years
Shares granted (in shares)	14,071,431
Common Stock
Class of Stock [Line Items]
Convertible preferred stock, shares issued upon conversion	10	10				100
Preferred Stock Series N
Class of Stock [Line Items]
Preferred stock, par value (in dollars per share) | $ / shares						$ 0.001
Shares authorized for issuance (in shares)						2,500,000

STOCK-BASED COMPENSATION - Plan

STOCK-BASED COMPENSATION - Plan Details (Details)	Sep. 30, 2023 shares
2016 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards Reserved for Issuance (in shares)	497,776
Awards Exercised (in shares)	0
Awards Outstanding (in shares)	248,888
Awards Available for Grant (in shares)	248,888
2018 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards Reserved for Issuance (in shares)	14,707,847
Awards Exercised (in shares)	4,022,133
Awards Outstanding (in shares)	5,342,857
Awards Available for Grant (in shares)	5,342,857
2019 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards Reserved for Issuance (in shares)	21,568,053
Awards Exercised (in shares)	34,884
Awards Outstanding (in shares)	11,999,150
Awards Available for Grant (in shares)	9,534,019

STOCK-BASED COMPENSATION - Shar

STOCK-BASED COMPENSATION - Share-based Payment Arrangement, Activity (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-Based Compensation Expense	$ 85	$ 544	$ 2,182	$ 4,412
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Shares or Options Granted	0	0	0	400,000
Stock-Based Compensation Expense	$ 85	$ 276	$ 272	$ 3,450
Employees (Common Stock)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Shares or Options Granted	0	0	0	2,100,000
Stock-Based Compensation Expense	$ 0	$ 0	$ 0	$ 352
Directors (Common Stock)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Shares or Options Granted	0	0	0	943,128
Stock-Based Compensation Expense	$ 0	$ 0	$ 0	$ 213
Non–Employee Consultants (Common Stock)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Shares or Options Granted	0	6,472,492	96,178,321	7,197,492
Stock-Based Compensation Expense	$ 0	$ 268	$ 1,910	$ 397

STOCK-BASED COMPENSATION - Narr

STOCK-BASED COMPENSATION - Narrative (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Share-Based Payment Arrangement [Abstract]
Unrecognized stock-based compensation	$ 130
Unrecognized stock-based compensation, weighted average period of recognition	1 year 6 months

STOCK-BASED COMPENSATION - Sh_2

STOCK-BASED COMPENSATION - Share-based Payment Arrangement, Option, Activity (Details) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($) $ / shares shares
Number of Shares
Options outstanding - beginning balance (in shares) | shares	52,821,099
Options forfeited (in shares) | shares	(35,135,204)
Options outstanding - ending balance (in shares) | shares	17,685,895
Options exercisable (in shares) | shares	15,220,765
Weighted- Average Exercise Price Per Share
Options Outstanding, beginning balance (in dollars per share) | $ / shares	$ 0.23
Options forfeited (in dollars per share) | $ / shares	0.22
Options Outstanding, ending balance (in dollars per share) | $ / shares	0.25
Options exercisable (in dollars per share) | $ / shares	$ 0.28
Weighted- Average Remaining Contractual Life
Options Outstanding, term	6 years 10 months 24 days
Options Exercisable. term	6 years 10 months 24 days
Aggregate Intrinsic Value of In-the-Money Options
Options outstanding | $	$ 0
Options exercisable | $	$ 0

WARRANTS - Warrants or Rights (

WARRANTS - Warrants or Rights (Details) - $ / shares	1 Months Ended	9 Months Ended
	Jan. 31, 2023	Sep. 30, 2023
Weighted-Average Exercise Price
Warrants Outstanding, ending balance (in dollars per share)	$ 0.028
Warrants
Warrants
Warrants outstanding - beginning balance (in shares)	80,881,817	80,881,817
Warrants Issued (in shares)	70,357,155	70,357,155
Warrants Exercised (in shares)		(4,285,500)
Warrants Expired (in shares)		(710,000)
Warrants outstanding - ending balance (in shares)		146,243,472
Weighted-Average Exercise Price
Warrants Outstanding, beginning balance (in dollars per share)	$ 0.11	$ 0.11
Warrants Issued (in dollars per share)		0.03
Warrants Exercised (in dollars per share)		0.01
Warrants Expired (in dollars per share)		2.33
Warrants Outstanding, ending balance (in dollars per share)	$ 0.028	$ 0.06

WARRANTS - Narrative (Details)

WARRANTS - Narrative (Details) - $ / shares	1 Months Ended	9 Months Ended
	Jan. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Class of Warrant or Right [Line Items]
Exercise price (in dollars per share)	$ 0.028
Shares issued (in shares)		2,514,632
Common Stock
Class of Warrant or Right [Line Items]
Number of warrants to purchase	70,357,155
Common Stock Warrants
Class of Warrant or Right [Line Items]
Warrants issued (in shares)	70,357,155	70,357,155
Exercise price (in dollars per share)	$ 0.028	$ 0.06	$ 0.11
Warrants exercised (in shares)		4,285,500

DISCONTINUED OPERATIONS - Narra

DISCONTINUED OPERATIONS - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 29, 2022	Dec. 28, 2022	Nov. 17, 2021
Psychonaut
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Equity method investment, ownership percentage			50%
Mr. Gerlach | Psychonaut
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Equity method investment, ownership percentage			50%
MediFarm LLC | NuLeaf
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Equity method investment, ownership percentage				50%
NuLeaf Sparks Cultivation, LLC | NuLeaf
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Equity method investment, ownership percentage				50%
Oregon Operations | Discontinued Operations, Held-for-sale or Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Consideration		$ 0	$ 250,000
Interest rate			8%
Loss on sale	$ 500,000
Psychonaut | Discontinued Operations, Held-for-sale or Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Consideration			$ 1
Interest rate			1%
Notes receivable consideration			$ 150,000
NuLeaf
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Consideration				$ 6,500,000

DISCONTINUED OPERATIONS - Sched

DISCONTINUED OPERATIONS - Schedule of discontinued operations (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenue	$ 8,612	$ 9,721	$ 26,649	$ 44,371
Cost of Goods Sold	4,618	9,763	13,360	30,213
Gross Profit	3,994	(42)	13,289	14,158
Selling, General & Administrative Expenses	7,529	12,752	21,197	48,843
Interest Expense	(944)	(381)	(2,155)	(2,586)
Other (Expense) Income	442	(212)	713	646
Income from Discontinued Operations Before Provision for Income Taxes	0	25	0	3,374
Net Income from Discontinued Operations	$ 0	25	$ 0	3,374
Discontinued Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenue		1,525		8,358
Cost of Goods Sold		1,063		4,711
Gross Profit		462		3,647
Selling, General & Administrative Expenses		413		4,021
Gain on Sale of Assets		0		(3,728)
Income from Operations		49		3,354
Interest Expense		(2)		(8)
Other (Expense) Income		(22)		28
Income from Discontinued Operations Before Provision for Income Taxes		25		3,374
Income Tax Expense		0		0
Net Income from Discontinued Operations		$ 25		$ 3,374
Loss from discontinued operations per common share attributable to Unrivaled Brands, Inc. common stockholders – diluted (in dollars per share)		$ 0		$ 0.01
Loss from discontinued operations per common share attributable to Unrivaled Brands, Inc. common stockholders – basic (in dollars per share)		$ 0		$ 0.01

SEGMENT INFORMATION - Narrative

SEGMENT INFORMATION - Narrative (Details)	9 Months Ended
	Sep. 30, 2023 operating_segment
Segment Reporting [Abstract]
Number of operating segments	2

SEGMENT INFORMATION - Revenue (

SEGMENT INFORMATION - Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenue, Major Customer [Line Items]
Revenue	$ 8,612	$ 9,721	$ 26,649	$ 44,371
Revenue Benchmark | Revenue from Rights Concentration Risk
Revenue, Major Customer [Line Items]
% of Total Revenue	100%	100%	100%	100%
Cannabis Retail
Revenue, Major Customer [Line Items]
Revenue	$ 8,101	$ 9,252	$ 24,986	$ 32,905
Cannabis Retail | Revenue Benchmark | Revenue from Rights Concentration Risk
Revenue, Major Customer [Line Items]
% of Total Revenue	94.10%	95.20%	93.80%	74.20%
Cannabis Cultivation & Distribution
Revenue, Major Customer [Line Items]
Revenue	$ 511	$ 469	$ 1,663	$ 11,466
Cannabis Cultivation & Distribution | Revenue Benchmark | Revenue from Rights Concentration Risk
Revenue, Major Customer [Line Items]
% of Total Revenue	5.90%	4.80%	6.20%	25.80%

SEGMENT INFORMATION - Income St

SEGMENT INFORMATION - Income Statement (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Revenue, Major Customer [Line Items]
Revenue	$ 8,612,000	$ 9,721,000	$ 26,649,000	$ 44,371,000
Cost of Goods Sold	4,618,000	9,763,000	13,360,000	30,213,000
Gross Profit	$ 3,994,000	$ (42,000)	$ 13,289,000	$ 14,158,000
Gross Profit %
Selling, General & Administrative	$ 7,529,000	$ 12,752,000	$ 21,197,000	$ 48,843,000
Impairment Expense	0	107,972,000	0	163,698,000
Loss (Gain) on Disposal of Assets	1,540,000	1,529,000	(199,000)	1,872,000
Income (Loss) from Operations	(5,075,000)	(122,295,000)	(7,709,000)	(200,255,000)
Interest Expense	(944,000)	(381,000)	(2,155,000)	(2,586,000)
Gain on Extinguishment of Debt	0	0	3,026,000	542,000
(Loss) Gain on Settlement of Liabilities	(41,000)	0	69,000	0
Income from Employer Retention Credit	1,232,000	0	1,232,000	0
Realized Investment Gains (Losses)	0	0	(61,000)	0
Unrealized Gain (Loss) on Investments	1,333,000	(493,000)	1,333,000	470,000
Other Income (Expense)	442,000	(212,000)	713,000	646,000
Total Other Income (Expense), Net	2,022,000	(1,086,000)	4,157,000	(928,000)
Income (Loss) Before Provision for Income Taxes	(3,053,000)	(123,381,000)	(3,552,000)	(201,183,000)
Total Assets (Liabilities)	36,531,000	53,850,000	36,531,000	53,850,000	$ 40,508,000
Cannabis Retail
Revenue, Major Customer [Line Items]
Revenue	8,101,000	9,252,000	24,986,000	32,905,000
Cannabis Cultivation & Distribution
Revenue, Major Customer [Line Items]
Revenue	511,000	469,000	1,663,000	11,466,000
Operating Segments | Cannabis Retail
Revenue, Major Customer [Line Items]
Revenue	8,101,000	9,252,000	24,986,000	32,905,000
Cost of Goods Sold	3,861,000	3,861,000	11,629,000	16,172,000
Gross Profit	$ 4,240,000	$ 5,391,000	$ 13,357,000	$ 16,733,000
Gross Profit %	52.30%	58.30%	53.50%	50.90%
Selling, General & Administrative	$ 4,118,000	$ 3,840,000	$ 9,428,000	$ 15,292,000
Impairment Expense	0	0	0	0
Loss (Gain) on Disposal of Assets	1,541,000	169,000	1,541,000	711,000
Income (Loss) from Operations	(1,419,000)	1,382,000	2,388,000	730,000
Interest Expense	0	0	0	0
Gain on Extinguishment of Debt			0	0
(Loss) Gain on Settlement of Liabilities	(8,000)	0	102,000	0
Income from Employer Retention Credit	0	0	0	0
Realized Investment Gains (Losses)			0	0
Unrealized Gain (Loss) on Investments	0	0	0	0
Other Income (Expense)	327,000	(485,000)	10,000	(882,000)
Total Other Income (Expense), Net	319,000	(485,000)	112,000	(882,000)
Income (Loss) Before Provision for Income Taxes	(1,100,000)	897,000	2,500,000	(152,000)
Total Assets (Liabilities)	14,925,000	49,017,000	14,925,000	49,017,000
Operating Segments | Cannabis Cultivation & Distribution
Revenue, Major Customer [Line Items]
Revenue	511,000	469,000	1,663,000	11,466,000
Cost of Goods Sold	757,000	5,902,000	1,731,000	14,041,000
Gross Profit	$ (246,000)	$ (5,433,000)	$ (68,000)	$ (2,575,000)
Gross Profit %	(48.10%)	(1158.40%)	(4.10%)	(22.50%)
Selling, General & Administrative	$ 245,000	$ 3,299,000	$ 712,000	$ 11,785,000
Impairment Expense	0	0	0	0
Loss (Gain) on Disposal of Assets	0	1,359,000	0	1,359,000
Income (Loss) from Operations	(491,000)	(10,091,000)	(780,000)	(15,719,000)
Interest Expense	0	(2,000)	0	(178,000)
Gain on Extinguishment of Debt			0	0
(Loss) Gain on Settlement of Liabilities	0	0	0	0
Income from Employer Retention Credit	0	0	0	0
Realized Investment Gains (Losses)			0	0
Unrealized Gain (Loss) on Investments	0	0	0	0
Other Income (Expense)	(261,000)	567,000	63,000	1,094,000
Total Other Income (Expense), Net	(261,000)	565,000	63,000	916,000
Income (Loss) Before Provision for Income Taxes	(752,000)	(9,526,000)	(717,000)	(14,803,000)
Total Assets (Liabilities)	4,252,000	(9,838,000)	4,252,000	(9,838,000)
Corporate & Other
Revenue, Major Customer [Line Items]
Revenue	0	0	0	0
Cost of Goods Sold	0	0	0	0
Gross Profit	$ 0	$ 0	$ 0	$ 0
Gross Profit %
Selling, General & Administrative	$ 3,166,000	$ 5,613,000	$ 11,057,000	$ 21,766,000
Impairment Expense	0	107,972,000	0	163,698,000
Loss (Gain) on Disposal of Assets	(1,000)	1,000	(1,740,000)	(198,000)
Income (Loss) from Operations	(3,165,000)	(113,586,000)	(9,317,000)	(185,266,000)
Interest Expense	(944,000)	(379,000)	(2,155,000)	(2,408,000)
Gain on Extinguishment of Debt			3,026,000	542,000
(Loss) Gain on Settlement of Liabilities	(33,000)	0	(33,000)	0
Income from Employer Retention Credit	1,232,000	0	1,232,000	0
Realized Investment Gains (Losses)			(61,000)	0
Unrealized Gain (Loss) on Investments	1,333,000	(493,000)	1,333,000	470,000
Other Income (Expense)	376,000	(294,000)	640,000	434,000
Total Other Income (Expense), Net	1,964,000	(1,166,000)	3,982,000	(962,000)
Income (Loss) Before Provision for Income Taxes	(1,201,000)	(114,752,000)	(5,335,000)	(186,228,000)
Total Assets (Liabilities)	$ 17,354,000	$ 14,671,000	$ 17,354,000	$ 14,671,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($)	3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2022
Related Party Transaction [Line Items]
Shares issued for performance bonus award (in shares)				96,178,321
Performance bonus award		$ 268,000		$ 1,910,000	$ 397,000
Working Capital Advance from CEO
Related Party Transaction [Line Items]
Monthly fees				$ 200,000
Director | Related Party
Related Party Transaction [Line Items]
Common shares forfeited (in shares)				900,000
Adnant Engagement Letter | Related Party
Related Party Transaction [Line Items]
Total fees	$ 600,000			$ 1,650,000
Monthly fees			$ 200,000
Shares issued for performance bonus award (in shares)				96,178,321
Performance bonus award	$ 0			$ 1,910,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) $ / shares in Units, $ in Thousands										9 Months Ended
	Oct. 31, 2023 USD ($)	Sep. 28, 2023 USD ($)	Jul. 21, 2023 USD ($)	Feb. 06, 2023 USD ($)	Jan. 30, 2023 USD ($)	Sep. 20, 2022 USD ($)	Jul. 19, 2022 USD ($)	Jun. 27, 2022 USD ($)	May 11, 2022 $ / shares shares	Sep. 30, 2023 USD ($) seat votingRight shares
Loss Contingencies [Line Items]
Number of seats on the board of directors | seat										2
Number of voting rights per seat | votingRight										1,100
Common Stock
Loss Contingencies [Line Items]
Ownership percentage										5.50%
Share ownership (in shares)										832,376,400%
Series A Preferred Stock
Loss Contingencies [Line Items]
Share ownership (in shares)										833,200%
Conversion of Stock, Shares Converted | shares										1
Magee Litigation
Loss Contingencies [Line Items]
Loss accrual										$ 500
Fusion LLF, LLC
Loss Contingencies [Line Items]
Contract damages								$ 4,550
People's California
Loss Contingencies [Line Items]
Contract damages						$ 5,400	$ 23,000
1149 South LA Street Fashion District
Loss Contingencies [Line Items]
Contract damages					$ 580
1149 South LA Street Fashion District | Subsequent Event
Loss Contingencies [Line Items]
Amount granted	$ 500
Greelane Holdings, LLC
Loss Contingencies [Line Items]
Contract damages				$ 400
No Smoking Allowed Except Turn, LLC
Loss Contingencies [Line Items]
Contract damages			$ 600
Dominion Capital LLC and M2B Funding Corp
Loss Contingencies [Line Items]
Contract damages		$ 3,030
City of Santa Ana Cannabis Business Tax
Loss Contingencies [Line Items]
Contract damages		$ 860
Mystic Holdings, Inc.
Loss Contingencies [Line Items]
Loss contingency, repurchase of shares (in shares) | shares									8,332,096
Loss contingency, price per share (in dollars per share) | $ / shares									$ 1

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details)	Dec. 31, 2023	Oct. 10, 2023 $ / shares shares	Sep. 30, 2023 $ / shares	Jan. 31, 2023 $ / shares	Dec. 31, 2022 $ / shares
Subsequent Event [Line Items]
Common stock, par value (in dollars per share)			$ 0.001	$ 0.014	$ 0.001
Maximum | Forecast
Subsequent Event [Line Items]
Reverse stock split	0.0142857142857143	0.0142857142857143
Minimum | Forecast
Subsequent Event [Line Items]
Reverse stock split	0.01	0.01
Subsequent Event
Subsequent Event [Line Items]
Common stock, par value (in dollars per share)		$ 0.001
Shares convertible (in shares) | shares		1