Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 15, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Information [Line Items] | ||
Entity Registrant Name | TREES CORPORATION | |
Entity Central Index Key | 0001477009 | |
Entity File Number | 000-54457 | |
Entity Tax Identification Number | 90-1072649 | |
Entity Incorporation, State or Country Code | CO | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Contact Personnel [Line Items] | ||
Entity Address, Address Line One | 215 Union Boulevard | |
Entity Address, Address Line Two | Suite 415 | |
Entity Address, City or Town | Lakewood | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80228 | |
Entity Phone Fax Numbers [Line Items] | ||
City Area Code | (303) | |
Local Phone Number | 759-1300 | |
Entity Listings [Line Items] | ||
Title of 12(b) Security | N/A | |
No Trading Symbol Flag | true | |
Security Exchange Name | NONE | |
Entity Common Stock, Shares Outstanding | 108,746,520 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 414,225 | $ 969,676 |
Accounts receivable, net of allowance of $41,000 and $42,000, respectively | 81,455 | 111,863 |
Inventories, net | 801,022 | 860,918 |
Prepaid expenses and other current assets | 394,086 | 411,911 |
Total current assets | 1,690,788 | 2,354,368 |
Right-of-use operating lease asset | 1,866,226 | 1,979,833 |
Property and equipment, net | 1,355,424 | 1,395,104 |
Intangible assets, net | 1,507,465 | 1,637,491 |
Goodwill | 15,880,097 | 15,880,097 |
Total assets | 22,300,000 | 23,246,893 |
Current liabilities | ||
Accounts payable and accrued expenses | 2,814,450 | 2,617,536 |
Interest payable | 1,823,447 | 1,570,077 |
Income tax payable | 529,748 | 392,765 |
Operating lease liability, current | 849,686 | 846,201 |
Finance lease liability, current | 79,259 | 205,400 |
Accrued stock payable | 60,900 | 60,900 |
Accrued dividends | 123,900 | 106,200 |
Warrant derivative liability | 3,223 | 4,716 |
Accrued legal fees | 90,000 | 102,000 |
Notes payable - current | 990,067 | 1,092,382 |
Contingent Earnout Liability | 469,907 | 367,056 |
Total current liabilities | 7,834,587 | 7,365,233 |
Operating lease liability, non-current | 1,106,199 | 1,218,392 |
Finance lease liability, non-current | 610,238 | 501,248 |
Notes payable - non-current (net of unamortized discount) | 13,993,311 | 14,013,861 |
Total liabilities | 23,554,335 | 23,098,734 |
Commitments and contingencies (Note 12) | ||
Stockholders’ equity (deficit) | ||
Preferred stock, no par value; 5,000,000 and 5,000,000 shares authorized; 1,180 and 1,180 issued and outstanding, respectively | 1,073,446 | 1,073,446 |
Common stock, $0.001 par value; 200,000,000 and 200,000,000 shares authorized; 108,746,520 and 108,746,520 shares issued and outstanding, respectively | 108,746 | 108,746 |
Additional paid-in capital | 99,465,275 | 99,450,307 |
Accumulated deficit | (101,891,802) | (100,484,340) |
Total stockholders’ equity (deficit) | (1,244,335) | 148,159 |
Total liabilities and stockholders’ equity (deficit) | $ 22,300,000 | $ 23,246,893 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net of allowance (in Dollars) | $ 41,000 | $ 42,000 |
Preferred stock, par value (in dollars per share) (in Dollars per share) | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 1,180 | 1,180 |
Preferred stock, shares outstanding | 1,180 | 1,180 |
Common stock, par value (in dollars per share) (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 108,746,520 | 108,746,520 |
Common stock, shares outstanding | 108,746,520 | 108,746,520 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue | ||
Total revenue | $ 3,685,881 | $ 5,110,619 |
Costs and expenses | ||
Cost of sales | 2,189,095 | 3,057,714 |
Selling, general and administrative | 1,445,249 | 2,296,240 |
Stock-based compensation | 14,968 | 27,396 |
Professional fees | 323,573 | 607,544 |
Depreciation and amortization | 190,344 | 292,842 |
Total costs and expenses | 4,163,229 | 6,281,736 |
Operating loss | (477,348) | (1,171,117) |
Other income (expenses) | ||
Amortization of debt discount | (120,330) | (181,677) |
Interest expense | (553,743) | (449,311) |
Gain on derivative liability | 1,493 | 1,307 |
Loss on contingent earnout | (102,851) | |
Total other income (expenses) | (775,431) | (629,681) |
Net loss before income taxes | (1,252,779) | (1,800,798) |
Provision for income taxes | 136,983 | 85,736 |
Net loss | (1,389,762) | (1,886,534) |
Accrued preferred stock dividend | (17,700) | (17,700) |
Net loss attributable to common stockholders | $ (1,407,462) | $ (1,904,234) |
Per share data - basic and diluted | ||
Net loss attributable to common stockholders per share basic (in Dollars per share) | $ (0.01) | $ (0.02) |
Weighted average number of common shares outstanding basic (in Shares) | 108,746,520 | 118,664,094 |
Cultivation sales | ||
Revenue | ||
Total revenue | $ 3,685,881 | $ 5,110,619 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Net loss attributable to common stockholders per share diluted | $ (0.01) | $ (0.02) |
Weighted average number of common shares outstanding diluted | 108,746,520 | 118,664,094 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities | ||
Net loss | $ (1,389,762) | $ (1,886,534) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Amortization of debt discount | 120,330 | 181,677 |
Depreciation and amortization | 190,344 | 292,842 |
Non-cash lease expense | 113,607 | 19,421 |
Loss (gain) on contingent earnout | 102,851 | |
Loss (gain) on derivative liability | (1,493) | (1,307) |
Stock-based compensation | 14,968 | 27,396 |
Changes in operating assets and liabilities, net of acquisitions | ||
Accounts receivable | 30,408 | (21,468) |
Prepaid expenses and other assets | 17,825 | (3,035) |
Inventories | 59,896 | (346,453) |
Income taxes | 136,893 | 85,742 |
Accounts payable, accrued liabilities, and interest payable | 438,284 | 1,148,754 |
Operating lease liabilities | (108,708) | |
Net cash used in operating activities | (274,467) | (502,965) |
Cash flows from investing activities | ||
Purchase of property and equipment | (20,638) | (24,310) |
Acquisition of Station 2 assets | (256,582) | |
Net cash used in investing activities | (20,638) | (280,892) |
Cash flows from financing activities | ||
Payments on notes payable and finance lease | (260,346) | (339,814) |
Net cash (used in) financing activities | (260,346) | (339,814) |
Net (decrease) in cash and cash equivalents | (555,451) | (1,123,671) |
Cash and cash equivalents, beginning of period | 969,676 | 2,583,833 |
Cash and cash equivalents, end of period | 414,225 | 1,460,162 |
Supplemental schedule of cash flow information | ||
Cash paid for interest | 28,425 | |
Cash paid for taxes | 6 | |
Non-cash investing & financing activities | ||
Non-cash debt issuance for acquisition of Station 2 assets | 333,953 | |
Issuance of accrued stock | $ 17,700 | $ 17,700 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Stockholders’ Equity - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2022 | $ 1,073,446 | $ 118,664 | $ 98,598,761 | $ (93,384,382) | $ 6,406,489 |
Balance (in Shares) at Dec. 31, 2022 | 1,180 | 118,664,094 | |||
Share-based compensation | 27,396 | 27,396 | |||
Dividend on Preferred Stock | (17,700) | (17,700) | |||
Net loss | (1,886,534) | (1,886,534) | |||
Balance at Mar. 31, 2023 | $ 1,073,446 | $ 118,664 | 98,626,157 | (95,288,616) | (4,529,651) |
Balance (in Shares) at Mar. 31, 2023 | 1,180 | 118,664,094 | |||
Balance at Dec. 31, 2023 | $ 1,073,446 | $ 108,746 | 99,450,307 | (100,484,340) | 148,159 |
Balance (in Shares) at Dec. 31, 2023 | 1,180 | 108,746,520 | |||
Share-based compensation | 14,968 | 14,968 | |||
Dividend on Preferred Stock | (17,700) | (17,700) | |||
Net loss | (1,389,762) | (1,389,762) | |||
Balance at Mar. 31, 2024 | $ 1,073,446 | $ 108,746 | $ 99,465,275 | $ (101,891,802) | $ (1,244,335) |
Balance (in Shares) at Mar. 31, 2024 | 1,180 | 108,746,520 |
Nature of Operations, History,
Nature of Operations, History, and Presentation | 3 Months Ended |
Mar. 31, 2024 | |
Nature of Operations, History, and Presentation [Abstract] | |
NATURE OF OPERATIONS, HISTORY, AND PRESENTATION | NOTE 1. NATURE OF OPERATIONS, HISTORY, AND PRESENTATION Nature of Operations TREES Corporation, a Colorado Corporation (the “Company,” “we,” “us,” or “our,”) is a cannabis retailer and cultivator in the States of Colorado and Oregon. We presently operate six (6) cannabis dispensaries as follows: ● Englewood, Colorado o 5005 S Federal Boulevard – Recreational license only ● Denver, Colorado o East Hampden Avenue (formerly Green Man) – Recreational license only ● Longmont, Colorado o 12626 N. 107 th Medical and Recreational licenses ● Three (3) in Oregon o SW Corbett Avenue, Portland, OR – Medical and Recreational licenses o NE 102 nd Medical and Recreational licenses o 7050 NE MLK, Portland, OR – Medical and Recreational licenses We also operate two (2) cultivation facilities in Colorado as follows: ● SevenFive Farm – 3705 N. 75 th Retail cultivation license only ● 6859 N. Foothills Highway E-100 (formerly Green Tree/Hillside Enterprises) – Retail cultivation license only Our principal business model is to acquire, integrate and optimize cannabis companies in the retail and cultivation segments utilizing the combined experience of entrepreneurs and synergistic operations of our vertically integrated network. Basis of Presentation The accompanying unaudited condensed consolidated financial statements include all accounts of the Company and its wholly owned subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements have been prepared following the requirements of the Securities and Exchange Commission for interim reporting. As permitted under those rules, certain footnotes and other financial information that are normally required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) can be condensed or omitted. The condensed consolidated balance sheet for the year ended December 31, 2023, was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. The information included in this quarterly report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and notes thereto of the Company for the year ended December 31, 2023, which were included in the annual report on Form 10-K filed by the Company on April 10, 2024. In the opinion of management, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and notes thereto of the Company and include all adjustments, consisting only of normal recurring adjustments, considered necessary for the fair presentation of the Company’s financial position and operating results. The results for the three months ended March 31, 2024, are not necessarily indicative of the operating results for the year ending December 31, 2024, or any other interim or future periods. Since the date of the Annual Report, there have been no material changes to the Company’s significant accounting policies. Use of Estimates The preparation of our unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Although these estimates are based on our knowledge of current events and actions we may undertake in the future, actual results may ultimately differ from these estimates and assumptions. Furthermore, when testing assets for impairment in future periods, if management uses different assumptions or if different conditions occur, impairment charges may result. Concentrations of Credit Risk Financial instruments that potentially subject us to significant concentrations of credit risk consisted primarily of cash and accounts receivable. Customer and Revenue Concentrations – Cultivation Segment During the three months ended March 31,2024 and 2023, 100% of SevenFive’s revenue was with three customers and 88% of SevenFive’s revenue was with three customers, respectively. Three of the customers with sales in the three months ended March 31, 2024 are related party dispensaries and the revenues associated with these customers are eliminated in consolidation. During the three months ended March 31, 2024 and 2023, 100% of Green Tree’s revenue was with three customers, and 88% of Green Tree’s revenue was with three customers, respectively. The customers in 2024 are related party dispensaries and the revenues associated with these customers are eliminated in consolidation. Going Concern We incurred net losses of $1,389,762 during the three months ended March 31, 2024 and $1,886,534 during the three months ended March 31, 2023 and had an accumulated deficit of $101,891,802 as of March 31, 2024. We had cash and cash equivalents of $414,225 and $969,676 as of March 31, 2024 and December 31, 2023, respectively. The accompanying unaudited condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets, and the satisfaction of liabilities and commitments in the ordinary course of business. We have incurred recurring losses and negative cash flows from operations since inception and have primarily funded our operations with proceeds from the issuance of debt and equity. We expect our operating losses to continue into the foreseeable future as we continue to execute our acquisition and growth strategy. As a result, we have concluded that there is substantial doubt about our ability to continue as a going concern. Our unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our ability to continue as a going concern is dependent upon our ability to raise additional capital to fund operations, support our planned investing activities, and repay our debt obligations as they become due. If we are unable to obtain additional funding, we would be forced to delay, reduce, or eliminate some or all of our acquisition efforts, which could adversely affect our growth plans. Summary of Significant Accounting Policies See our Annual Report on Form 10-K for the year ended December 31, 2023, as amended, for discussion of the Company’s significant accounting policies. Recently Issued Accounting Standards The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial position or results of operations. |
Inventories, Net
Inventories, Net | 3 Months Ended |
Mar. 31, 2024 | |
Inventories, Net [Abstract] | |
INVENTORIES, NET | NOTE 2. INVENTORIES, NET Our inventories consisted of the following: March 31, December 31, 2024 2023 Raw materials $ 264,744 $ 351,241 Work-in-progress and finished goods 536,278 509,677 Inventories, net $ 801,022 $ 860,918 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
LEASES | NOTE 3. LEASES The Company’s leases consist primarily of real estate leases for retail and cultivation facilities. All but one of the Company’s leases are classified as operating leases. The lease for the retail dispensary acquired in the Green Man transaction is classified as a finance lease. The current and non-current portions of the operating lease liabilities and finance lease liabilities are disclosed separately on the accompanying consolidated balance sheets. The finance lease ROU asset is included in property and equipment, net and the operating lease ROU asset is disclosed separately on the accompanying consolidated balance sheets. As the rate implicit in the Company’s leases is not readily determinable, we used an estimated incremental borrowing rate of 20% in determining the present value of lease payments. Operating lease expense is as follows: For the three months ended March 31, 2024 2023 Straight-line operating lease expense $ 217,024 $ 393,265 Variable lease cost 53,610 202,826 Total operating lease expense $ 270,634 $ 596,091 The finance lease expense for the three months ended March 31, 2024, and March 31, 2023, was approximately $41,823 and $50,000, respectively. Related party lease s During the three months ended March 31, 2024, one of the Company’s operating leases, a cultivation facility lease, is a related party lease as the landlord is a principal shareholder and former board member of the Company. During the three months ended March 31, 2024, the related party operating leases consisted of one cultivation facility lease. As of March 31, 2024, the ROU asset, operating lease liability, current, and operating lease liability, non-current for the related party leases were $119,034, $120,000 and $3,637, respectively. Lease expense for related party leases was $30,000 and $127,790 for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, the weighted average remaining term of the Company’s operating leases is 4.85 years, and the remaining term on the finance lease is 8.75 years. None of the Company’s leases contain residual value guarantees or restrictive covenants. Lease Maturities Future remaining minimum lease payments on our operating leases and finance lease are as follows: Year ending December 31, Operating leases Finance lease 2024 (remaining nine months) $ 686,642 $ 154,050 2025 708,439 171,043 2026 452,948 136,940 2027 302,095 143,102 2028 245,456 149,542 Thereafter 667,154 668,558 Total 3,134,734 1,423,235 Less: Present value adjustment (1,178,849 ) (733,738 ) Lease liability 1,955,885 689,497 Less: Lease liability, current (849,686 ) (79,259 ) Lease liability, non-current $ 1,106,199 $ 610,238 The total remaining lease payments in the table above include $772,051 related to renewal option periods that management is reasonably certain will be exercised. The majority of this amount relates to the flagship Trees location in Englewood, Colorado. As of March 31, 2024, the weighted average remaining term of the Company’s operating leases is 4.84 years and the remaining term on the finance lease is 8.75 years. None of the Company’s leases contain residual value guarantees or restrictive covenants. Supplemental cash flow information For the three months ended March 31, 2024 2023 Supplemental cash flow information Cash paid for amounts included in operating lease liability $ 270,634 $ 373,840 Cash paid for amounts included in finance lease liability $ 41,823 $ 50,000 Supplemental lease disclosures of non-cash transactions: ROU assets obtained in exchange for operating lease liabilities $ — $ 348,825 |
Accrued Stock Payable
Accrued Stock Payable | 3 Months Ended |
Mar. 31, 2024 | |
Accrued Stock Payable [Abstract] | |
ACCRUED STOCK PAYABLE | NOTE 4. ACCRUED STOCK PAYABLE The following tables summarize the changes in accrued common stock payable: Number of Amount Shares Balance as of December 31, 2022 $ 60,900 100,000 Stock issued — — Balance as of December 31, 2023 $ 60,900 100,000 Stock issued — — Balance as of March 31, 2024 $ 60,900 100,000 The outstanding balance of accrued stock payable as of March 31, 2024 relates to a February 18, 2020 grant of 100,000 fully vested shares for consulting services. Based on a stock price of $0.61 on the date of grant, the consultant will receive $60,900 worth of our Common Stock. As of March 31, 2024, none |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2024 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | NOTE 5. NOTES PAYABLE Our notes payable consisted of the following: March 31, 2024 December 31, 2023 Third-party Related-party Total Third-party Related-party Total 2022 12% Notes $ 13,167,796 332,204 13,500,000 $ 13,167,796 $ 332,204 $ 13,500,000 Trees Transaction Notes — 264,639 264,639 — 326,811 326,811 Green Tree Acquisition Notes — 508,476 508,476 — 562,000 562,000 Green Man Acquisition Notes 1,427,500 — 1,427,500 1,555,000 — 1,555,000 Working Capital Note 500,000 — 500,000 500,000 — 500,000 Unamortized debt discount (1,194,346 ) (22,891 ) (1,217,237 ) (1,312,427 ) (25,141 ) (1,337,568 ) Total debt 13,900,950 1,082,428 14,983,378 13,910,369 1,195,874 15,106,243 Less: Current portion (725,428 ) (264,639 ) (990,067 ) (605,000 ) (487,382 ) (1,092,382 ) Long-term portion $ 13,175,522 $ 817,789 $ 13,993,311 $ 13,305,369 $ 708,492 $ 14,013,861 Trees Transaction Notes In January 2022, with the completion of the Trees MLK acquisition, we are obligated to pay the Seller cash equal to $384,873 in equal monthly installments over a period of 24 months. As of March 31, 2024 and 2023, the debt balance of this note was $264,639 and $224,508.96, respectively. Green Man Acquisition Notes In December 2022, with the completion of the Green Man Acquisition, we are obligated to pay the Seller cash equal to $1,500,000 in equal monthly installments over a period of 18 months. The payments begin in December 2023 and the payment is equal to $83,333 per month. The relative fair value of this obligation resulted in a debt discount of $275,154. We recorded amortization of debt discount expense from this obligation of $31,146 and $37,250 for the three months ended March 31, 2024 and 2023, respectively. 12% Notes – 2023 Modification On December 15, 2023, the Company entered into Amended and Restated Senior Secured Convertible Notes with certain accredited investors to modify the original terms of the 12% Notes. We recorded amortization of debt discount expense from the 12% Notes of $89,184 and $76,699 for the years ended March 31, 2024 and 2023, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Legal From time to time, we may be involved in various claims and legal actions in the ordinary course of business. We are not currently subject to any material legal proceedings outside the ordinary course of our business. |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders’ Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 7. STOCKHOLDERS’ EQUITY 2021 Preferred stock dividends The Company’s Series A Preferred is convertible into 300 shares of common stock per share of Series A Preferred Stock upon the consummation of a capital raise of not less than $5,000,000. Series A Preferred Stock has no par value per share and has the following rights, restrictions, preferences and privileges summarized as follows: ● Authorized Number of Shares – 5,000 ● Voting Rights – None ● Dividends – 6% per annum, ‘paid in kind’ in shares of Series A Preferred ● Conversion – Each share of Series A Preferred is mandatorily convertible into 300 shares of Common Stock upon a minimum capital raise of $5,000,000; sale, merger or business combination of the Company; or the Company listing on a national securities exchange. ● Redemption – No rights of redemption by 2021 Investors, nor mandatory redemption As of March 31, 2024 and December 31, 2023, we have recorded accrued dividends of $123,900 and $106,200, respectively. Dividends were $17,700 and $17,700 for the three months ended March 31, 2024 and 2023, respectively. Stock-based compensation Stock-based Awards As of March 31, 2024, the Company has two active plans, the 2020 Omnibus Incentive Plan approved by the Board in November 2020 (“2020 Plan”) and the 2014 Equity Incentive Plan approved by the Board in October 2014 (“2014 Plan” and collectively with the 2020 Plan the “Stock Incentive Plans”) that allow the Board of Directors to grant stock-based awards to eligible employees, non-employee directors, and consultants of the Company and its subsidiaries. Under the Stock Incentive Plans, the Board may grant non-statutory and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units, deferred stock units, performance awards, non-employee director awards, and other stock-based awards. Subject to adjustment, the maximum number of shares of our common stock to be authorized for issuance under the Stock Incentive Plans is 25 million shares. As of March 31, 2024, stock-based awards for approximately 17.5 million shares are available to be issued under the Stock Incentive Plans. Stock Options The following summarizes Employee Awards activity: Weighted- Weighted- Average Average Remaining Number of Exercise Price Contractual Aggregate Shares per Share Term (in years) Intrinsic Value Outstanding as of December 31, 2023 4,796,825 $ 1.08 4.4 $ 22,000 Granted — — Forfeited or expired — — Outstanding as of March 31, 2024 4,796,825 $ 1.08 4.2 $ 22,000 Exercisable as of March 31, 2024 4,796,825 $ 1.08 4.2 $ 22,000 As of March 31, 2024, there was no unrecognized compensation expense related to unvested employee awards. We recorded nil Restricted Stock Awards During the three months ended March 31, 2024, the Company granted 429,630 Restricted Stock Units pursuant to the 2020 Omnibus Incentive Plan to directors and an employee (“2024 RSUs”). The 2024 RSUs vest seven years from the grant date, or earlier upon certain triggering events as defined in the agreement, and upon vesting convert into one share of the Company’s common stock. The fair value of the 2024 RSUs is determined based on the closing price of the Company’s common stock on the grant date. The Company recorded $14,968 and $13,894 in compensation expense during the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 none of the RSU’s have vested. A summary of the Company’s grants of restricted stock units under the 2020 Omnibus Incentive Plan is presented below: Weighted- Average Number of Grant Shares Date Value Outstanding as of December 31, 2023 2,240,462 $ 0.04 Granted 429,630 0.07 Forfeited or expired — — Outstanding as of March 31, 2024 2,670,092 $ 0.5 Contingent Earnout Liability On December 12, 2022, we completed the Green Tree Acquisition which consisted of the acquisition of substantially all of the assets of Ancient Alternatives LLC, Natural Alternatives For Life, LLC, Mountainside Industries, LLC, Hillside Enterprises, LLC, and GT Creations, LLC, each a Colorado limited liability company (collectively, the “Green Tree Entities”). We paid cash in the amount of $500,000 and stock consideration of 17,977,528 shares of our Common Stock. The closing price of our Common Stock on December 12, 2022, the date of license transfer, was $0.165 per share, as such, fair value of the equity consideration is $2,966,292. Additionally, we had a potential obligation to issue additional stock consideration up to 4,879,615 shares of our Common Stock on the achievement of certain performance indicators on or before June 12, 2024. In November 2023, the Company transferred a majority of the Green Tree Entities back to the original owners. Subsequent to this transfer, the aforementioned debt was modified. This liability is included in Notes payable- current and Notes payable- non-current in the accompanying consolidated balance sheets. The fair value of the contingent earnout liability was $469,907 and $367,056 at March 31, 2024 and December, 31 2023, respectively. The change in fair value in the three months ended March 31, 2024 resulted in a loss on change in fair value of $102,851. The contingent earnout liability remained after the Green Tree Acquisition was partially reversed in Q3 2023. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8. RELATED PARTY TRANSACTIONS On September 16, 2022, the Company entered into a new consulting agreement with Adam Hershey, its Interim Chief Executive Officer, pursuant to which Mr. Hershey will continue to serve as the Company’s Interim Chief Executive Officer with compensation equal to $200,000 per annum, payable by the Company, monthly. The term of the consulting agreement is for a period of one year, with automatic six-month renewals thereafter unless terminated by either party. As part of the new consulting agreement, the Company has also agreed to extend warrants to purchase 7,280,007 shares of Common Stock, held by an affiliate of Mr. Hershey, for an additional two years until May 29, 2027. The exercise price and all other terms and conditions of such warrants remain unchanged. We paid $50,000 and $50,000 for the three months ended March 31, 2024 and 2023, respectively. In February 2023, the Company completed the acquisition of Station 2, LLC’s assets. Station 2, LLC is owned by a board member, who is also a shareholder and an executive-level employee of the Company. This acquisition was subsequently reversed in Q3 of 2023. The Company currently has a lease agreement with Dalton Adventures, LLC in which the Company leases 17,000 square feet of greenhouse space in Boulder, Colorado for $29,691 a month, of which $27,000 is base rent and $2,691 is property taxes. The base rent decreased to $10,000 per month starting in May 2023. The owner of Dalton Adventures, LLC is a principal shareholder and former board member of the Company. We have incurred $30,000 and $75,848 in related party lease expense for the three months ended March 31, 2024 and 2023, respectively. See Note 3 for further discussion of the Company’s obligations associated with related party leases. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2024 | |
Segment Information [Abstract] | |
SEGMENT INFORMATION | NOTE 9. SEGMENT INFORMATION Our operations are organized into two segments: Retail and Cultivation. All revenue originates, and all assets are located in the United States. Segment information is presented in accordance with ASC 280, “Segments Reporting.” Three months ended March 31, 2024 Retail Cultivation Eliminations Total Revenues $ 3,685,881 $ 248,642 $ (248,642 ) $ 3,685,881 Costs and expenses (3,116,260 ) (608,286 ) 248,642 (3,475,904 ) Segment operating income $ 569,621 $ (359,644 ) $ — 209,977 Corporate expenses (1,462,756 ) ERC Credits — Net loss from continuing operations before income taxes $ (1,252,779 ) 2023 Retail Cultivation Eliminations Total Revenues $ 5,110,619 $ 684,017 $ (684,017 ) $ 5,110,619 Costs and expenses (4,535,568 ) (1,139,573 ) 684,017 (4,991,124 ) Segment operating income $ 575,051 $ (455,556 ) $ — 119,495 Corporate expenses (1,920,293 ) Net loss from continuing operations before income taxes $ (1,800,798 ) March 31, December 31, Total assets 2024 2023 Retail $ 20,017,565 $ 20,491,961 Cultivation 1,888,387 1,736,685 Corporate 394,048 1,018,247 Total assets – segments 22,300,000 23,246,893 Intercompany eliminations — — Total assets – consolidated $ 22,300,000 $ 23,246,893 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (1,389,762) | $ (1,886,534) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements include all accounts of the Company and its wholly owned subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements have been prepared following the requirements of the Securities and Exchange Commission for interim reporting. As permitted under those rules, certain footnotes and other financial information that are normally required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) can be condensed or omitted. The condensed consolidated balance sheet for the year ended December 31, 2023, was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. The information included in this quarterly report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and notes thereto of the Company for the year ended December 31, 2023, which were included in the annual report on Form 10-K filed by the Company on April 10, 2024. In the opinion of management, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and notes thereto of the Company and include all adjustments, consisting only of normal recurring adjustments, considered necessary for the fair presentation of the Company’s financial position and operating results. The results for the three months ended March 31, 2024, are not necessarily indicative of the operating results for the year ending December 31, 2024, or any other interim or future periods. Since the date of the Annual Report, there have been no material changes to the Company’s significant accounting policies. |
Use of Estimates | Use of Estimates The preparation of our unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Although these estimates are based on our knowledge of current events and actions we may undertake in the future, actual results may ultimately differ from these estimates and assumptions. Furthermore, when testing assets for impairment in future periods, if management uses different assumptions or if different conditions occur, impairment charges may result. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject us to significant concentrations of credit risk consisted primarily of cash and accounts receivable. Customer and Revenue Concentrations – Cultivation Segment During the three months ended March 31,2024 and 2023, 100% of SevenFive’s revenue was with three customers and 88% of SevenFive’s revenue was with three customers, respectively. Three of the customers with sales in the three months ended March 31, 2024 are related party dispensaries and the revenues associated with these customers are eliminated in consolidation. During the three months ended March 31, 2024 and 2023, 100% of Green Tree’s revenue was with three customers, and 88% of Green Tree’s revenue was with three customers, respectively. The customers in 2024 are related party dispensaries and the revenues associated with these customers are eliminated in consolidation. |
Going Concern | Going Concern We incurred net losses of $1,389,762 during the three months ended March 31, 2024 and $1,886,534 during the three months ended March 31, 2023 and had an accumulated deficit of $101,891,802 as of March 31, 2024. We had cash and cash equivalents of $414,225 and $969,676 as of March 31, 2024 and December 31, 2023, respectively. The accompanying unaudited condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets, and the satisfaction of liabilities and commitments in the ordinary course of business. We have incurred recurring losses and negative cash flows from operations since inception and have primarily funded our operations with proceeds from the issuance of debt and equity. We expect our operating losses to continue into the foreseeable future as we continue to execute our acquisition and growth strategy. As a result, we have concluded that there is substantial doubt about our ability to continue as a going concern. Our unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our ability to continue as a going concern is dependent upon our ability to raise additional capital to fund operations, support our planned investing activities, and repay our debt obligations as they become due. If we are unable to obtain additional funding, we would be forced to delay, reduce, or eliminate some or all of our acquisition efforts, which could adversely affect our growth plans. |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies See our Annual Report on Form 10-K for the year ended December 31, 2023, as amended, for discussion of the Company’s significant accounting policies. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial position or results of operations. |
Inventories, Net (Tables)
Inventories, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventories, Net [Abstract] | |
Schedule of Inventories Net | Our inventories consisted of the following: March 31, December 31, 2024 2023 Raw materials $ 264,744 $ 351,241 Work-in-progress and finished goods 536,278 509,677 Inventories, net $ 801,022 $ 860,918 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Schedule of Operating Lease Expense | Operating lease expense is as follows: For the three months ended March 31, 2024 2023 Straight-line operating lease expense $ 217,024 $ 393,265 Variable lease cost 53,610 202,826 Total operating lease expense $ 270,634 $ 596,091 |
Schedule of Future Remaining Minimum Lease Payments on our Operating Leases and Finance Lease | Future remaining minimum lease payments on our operating leases and finance lease are as follows: Year ending December 31, Operating leases Finance lease 2024 (remaining nine months) $ 686,642 $ 154,050 2025 708,439 171,043 2026 452,948 136,940 2027 302,095 143,102 2028 245,456 149,542 Thereafter 667,154 668,558 Total 3,134,734 1,423,235 Less: Present value adjustment (1,178,849 ) (733,738 ) Lease liability 1,955,885 689,497 Less: Lease liability, current (849,686 ) (79,259 ) Lease liability, non-current $ 1,106,199 $ 610,238 |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information For the three months ended March 31, 2024 2023 Supplemental cash flow information Cash paid for amounts included in operating lease liability $ 270,634 $ 373,840 Cash paid for amounts included in finance lease liability $ 41,823 $ 50,000 Supplemental lease disclosures of non-cash transactions: ROU assets obtained in exchange for operating lease liabilities $ — $ 348,825 |
Accrued Stock Payable (Tables)
Accrued Stock Payable (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accrued Stock Payable [Abstract] | |
Schedule of Accrued Common Stock Payable | The following tables summarize the changes in accrued common stock payable: Number of Amount Shares Balance as of December 31, 2022 $ 60,900 100,000 Stock issued — — Balance as of December 31, 2023 $ 60,900 100,000 Stock issued — — Balance as of March 31, 2024 $ 60,900 100,000 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Notes Payable [Abstract] | |
Schedule of Notes Payable | Our notes payable consisted of the following: March 31, 2024 December 31, 2023 Third-party Related-party Total Third-party Related-party Total 2022 12% Notes $ 13,167,796 332,204 13,500,000 $ 13,167,796 $ 332,204 $ 13,500,000 Trees Transaction Notes — 264,639 264,639 — 326,811 326,811 Green Tree Acquisition Notes — 508,476 508,476 — 562,000 562,000 Green Man Acquisition Notes 1,427,500 — 1,427,500 1,555,000 — 1,555,000 Working Capital Note 500,000 — 500,000 500,000 — 500,000 Unamortized debt discount (1,194,346 ) (22,891 ) (1,217,237 ) (1,312,427 ) (25,141 ) (1,337,568 ) Total debt 13,900,950 1,082,428 14,983,378 13,910,369 1,195,874 15,106,243 Less: Current portion (725,428 ) (264,639 ) (990,067 ) (605,000 ) (487,382 ) (1,092,382 ) Long-term portion $ 13,175,522 $ 817,789 $ 13,993,311 $ 13,305,369 $ 708,492 $ 14,013,861 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders’ Equity [Abstract] | |
Schedule of Summarizes Employee Awards Activity | The following summarizes Employee Awards activity: Weighted- Weighted- Average Average Remaining Number of Exercise Price Contractual Aggregate Shares per Share Term (in years) Intrinsic Value Outstanding as of December 31, 2023 4,796,825 $ 1.08 4.4 $ 22,000 Granted — — Forfeited or expired — — Outstanding as of March 31, 2024 4,796,825 $ 1.08 4.2 $ 22,000 Exercisable as of March 31, 2024 4,796,825 $ 1.08 4.2 $ 22,000 |
Schedule of Grants of Restricted Stock Units Under the 2020 Omnibus Incentive Plan | A summary of the Company’s grants of restricted stock units under the 2020 Omnibus Incentive Plan is presented below: Weighted- Average Number of Grant Shares Date Value Outstanding as of December 31, 2023 2,240,462 $ 0.04 Granted 429,630 0.07 Forfeited or expired — — Outstanding as of March 31, 2024 2,670,092 $ 0.5 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Information [Abstract] | |
Schedule of Internal Profit and Loss by Segment | Our financial reporting systems present various data for management to run the business, including internal profit and loss statements prepared on a basis not consistent with GAAP. 2024 Retail Cultivation Eliminations Total Revenues $ 3,685,881 $ 248,642 $ (248,642 ) $ 3,685,881 Costs and expenses (3,116,260 ) (608,286 ) 248,642 (3,475,904 ) Segment operating income $ 569,621 $ (359,644 ) $ — 209,977 Corporate expenses (1,462,756 ) ERC Credits — Net loss from continuing operations before income taxes $ (1,252,779 ) 2023 Retail Cultivation Eliminations Total Revenues $ 5,110,619 $ 684,017 $ (684,017 ) $ 5,110,619 Costs and expenses (4,535,568 ) (1,139,573 ) 684,017 (4,991,124 ) Segment operating income $ 575,051 $ (455,556 ) $ — 119,495 Corporate expenses (1,920,293 ) Net loss from continuing operations before income taxes $ (1,800,798 ) |
Schedule of Total Assets by Segment | March 31, December 31, Total assets 2024 2023 Retail $ 20,017,565 $ 20,491,961 Cultivation 1,888,387 1,736,685 Corporate 394,048 1,018,247 Total assets – segments 22,300,000 23,246,893 Intercompany eliminations — — Total assets – consolidated $ 22,300,000 $ 23,246,893 |
Nature of Operations, History_2
Nature of Operations, History, and Presentation (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Nature of Operations, History, and Presentation [Line Items] | |||
Net loss | $ (1,389,762) | $ (1,886,534) | |
Accumulated deficit | (101,891,802) | $ (100,484,340) | |
Cash and cash equivalents | $ 414,225 | $ 969,676 | |
Customer Concentration Risk [Member] | SevenFive’s revenue [Member] | Revenue net [Member] | |||
Nature of Operations, History, and Presentation [Line Items] | |||
Risk percentage | 100% | 88% | |
Customer Concentration Risk [Member] | Green Tree’s revenue [Member] | Revenue net [Member] | |||
Nature of Operations, History, and Presentation [Line Items] | |||
Risk percentage | 100% | 88% | |
Retained Earnings [Member] | |||
Nature of Operations, History, and Presentation [Line Items] | |||
Accumulated deficit | $ 101,891,802 | ||
Going Concern [Member] | |||
Nature of Operations, History, and Presentation [Line Items] | |||
Net loss | $ 1,389,762 |
Inventories, Net (Details) - Sc
Inventories, Net (Details) - Schedule of Inventories Net - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Inventories [Abstract] | ||
Raw materials | $ 264,744 | $ 351,241 |
Work-in-progress and finished goods | 536,278 | 509,677 |
Inventories, net | $ 801,022 | $ 860,918 |
Leases (Details)
Leases (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Leases [Line Items] | |||
Estimated incremental borrowing rate | 20% | ||
Finance lease expense | $ 41,823 | $ 50,000 | |
Right-of-use asset | 1,866,226 | $ 1,979,833 | |
Operating lease liability current | 849,686 | 846,201 | |
Operating lease liability non-current | 1,106,199 | $ 1,218,392 | |
Total lease expense | $ 270,634 | 596,091 | |
Operating leases weighted average remaining term | 4 years 10 months 2 days | ||
Finance lease weighted average remaining term | 8 years 9 months | ||
Total remaining lease payments | $ 270,634 | 373,840 | |
Related Party Leases [Member] | |||
Leases [Line Items] | |||
Right-of-use asset | 119,034 | ||
Operating lease liability current | 120,000 | ||
Operating lease liability non-current | 3,637 | ||
Total lease expense | $ 30,000 | $ 127,790 | |
Operating leases weighted average remaining term | 4 years 10 months 6 days | ||
Finance lease weighted average remaining term | 8 years 9 months | ||
Lease Maturities [Member] | |||
Leases [Line Items] | |||
Total remaining lease payments | $ 772,051 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Operating Lease Expense - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of Operating Lease Expense [Abstract] | ||
Straight-line operating lease expense | $ 217,024 | $ 393,265 |
Variable lease cost | 53,610 | 202,826 |
Total operating lease expense | $ 270,634 | $ 596,091 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Future Remaining Minimum Lease Payments on Our Operating Leases and Finance Lease - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Future Remaining Minimum Lease Payments on our Operating Leases and Finance Lease [Abstract] | ||
Operating leases, 2024 (remaining nine months) | $ 686,642 | |
Finance lease, 2024 (remaining nine months) | 154,050 | |
Operating leases, 2025 | 708,439 | |
Finance lease, 2025 | 171,043 | |
Operating leases, 2026 | 452,948 | |
Finance lease, 2026 | 136,940 | |
Operating leases, 2027 | 302,095 | |
Finance lease, 2027 | 143,102 | |
Operating leases, 2028 | 245,456 | |
Finance lease, 2028 | 149,542 | |
Operating leases, Thereafter | 667,154 | |
Finance lease, Thereafter | 668,558 | |
Operating leases, Total | 3,134,734 | |
Finance lease, Total | 1,423,235 | |
Operating leases, Less: Present value adjustment | (1,178,849) | |
Finance lease, Less: Present value adjustment | (733,738) | |
Operating leases, Lease liability | 1,955,885 | |
Finance lease, Lease liability | 689,497 | |
Operating leases, Less: Lease liability, current | (849,686) | $ (846,201) |
Finance lease, Less: Lease liability, current | (79,259) | (205,400) |
Operating leases, Lease liability, non-current | 1,106,199 | 1,218,392 |
Finance lease, Lease liability, non-current | $ 610,238 | $ 501,248 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Supplemental Cash Flow Information - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Supplemental cash flow information | ||
Cash paid for amounts included in operating lease liability | $ 270,634 | $ 373,840 |
Cash paid for amounts included in finance lease liability | 41,823 | 50,000 |
Supplemental lease disclosures of non-cash transactions: | ||
ROU assets obtained in exchange for operating lease liabilities | $ 348,825 |
Accrued Stock Payable (Details)
Accrued Stock Payable (Details) - USD ($) | Mar. 31, 2024 | Feb. 18, 2020 |
Accrued Stock Payable [Abstract] | ||
Consulting service vested shares (in Shares) | 100,000 | |
Stock price (in Dollars per share) | $ 0.61 | |
Consultant stock award, Amount | $ 60,900 | |
Stock issued |
Accrued Stock Payable (Detail_2
Accrued Stock Payable (Details) - Schedule of Accrued Common Stock Payable - Share-Based Payment Arrangement, Option [Member] - Common Stock [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 USD ($) shares | Dec. 31, 2023 USD ($) shares | |
Schedule of Accrued Common Stock Payable [Line Items] | ||
Balance amount beginning | $ | $ 60,900 | $ 60,900 |
Balance number of shares beginning | shares | 100,000 | 100,000 |
Stock issued amount | $ | ||
Stock issued shares | shares | ||
Balance amount ending | $ | $ 60,900 | $ 60,900 |
Balance number of shares ending | shares | 100,000 | 100,000 |
Notes Payable (Details) - Part-
Notes Payable (Details) - Part-2 - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jan. 31, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 15, 2023 | |
Notes Payable [Line Items] | ||||||
Debt discount | $ 1,217,237 | $ 1,337,568 | ||||
Amortization of debt discount | 120,330 | $ 181,677 | ||||
Trees MLK [Member] | ||||||
Notes Payable [Line Items] | ||||||
Cash payment to seller | $ 384,873 | |||||
Equal month installments over a period | 24 months | |||||
Debt balance | 264,639 | 224,508.96 | ||||
Green Man Corp [Member] | ||||||
Notes Payable [Line Items] | ||||||
Cash payment to seller | $ 1,500,000 | |||||
Equal month installments over a period | 18 months | |||||
Amortization of debt discount | 31,146 | 37,250 | ||||
Green Man Acquisition Notes [Member] | Green Man Corp [Member] | ||||||
Notes Payable [Line Items] | ||||||
Monthly due payments | $ 83,333 | |||||
Debt discount | $ 275,154 | |||||
Senior Secured Convertible Notes [Member] | ||||||
Notes Payable [Line Items] | ||||||
Interest rate | 12% | |||||
Working Capital Note [Member] | Debt discount | ||||||
Notes Payable [Line Items] | ||||||
Interest rate | 12% | |||||
12% Notes 2023 [Member] | ||||||
Notes Payable [Line Items] | ||||||
Amortization of debt discount | $ 76,699 | |||||
Intangible Assets, Amortization Period [Member] | 12% Notes 2023 [Member] | ||||||
Notes Payable [Line Items] | ||||||
Amortization of debt discount | $ 89,184 |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of Notes Payable - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Notes Payable [Line Items] | ||
Unamortized debt discount | $ (1,217,237) | $ (1,337,568) |
Total debt | 14,983,378 | 15,106,243 |
Less: Current portion | (990,067) | (1,092,382) |
Long-term portion | 13,993,311 | 14,013,861 |
Related Party [Member] | ||
Schedule of Notes Payable [Line Items] | ||
Unamortized debt discount | (22,891) | (25,141) |
Total debt | 1,082,428 | 1,195,874 |
Less: Current portion | (264,639) | (487,382) |
Long-term portion | 817,789 | 708,492 |
2022 12% Notes [Member] | ||
Schedule of Notes Payable [Line Items] | ||
Debt carrying amount | 13,500,000 | 13,500,000 |
2022 12% Notes [Member] | Related Party [Member] | ||
Schedule of Notes Payable [Line Items] | ||
Debt carrying amount | 332,204 | 332,204 |
Trees Transaction Notes [Member] | ||
Schedule of Notes Payable [Line Items] | ||
Debt carrying amount | 264,639 | 326,811 |
Trees Transaction Notes [Member] | Related Party [Member] | ||
Schedule of Notes Payable [Line Items] | ||
Debt carrying amount | 264,639 | 326,811 |
Green Tree Acquisition Notes [Member] | ||
Schedule of Notes Payable [Line Items] | ||
Debt carrying amount | 508,476 | 562,000 |
Green Tree Acquisition Notes [Member] | Related Party [Member] | ||
Schedule of Notes Payable [Line Items] | ||
Debt carrying amount | 508,476 | 562,000 |
Green Man Acquisition Notes [Member] | ||
Schedule of Notes Payable [Line Items] | ||
Debt carrying amount | 1,427,500 | 1,555,000 |
Green Man Acquisition Notes [Member] | Related Party [Member] | ||
Schedule of Notes Payable [Line Items] | ||
Debt carrying amount | ||
Working Capital Note [Member] | ||
Schedule of Notes Payable [Line Items] | ||
Debt carrying amount | 500,000 | 500,000 |
Working Capital Note [Member] | Related Party [Member] | ||
Schedule of Notes Payable [Line Items] | ||
Debt carrying amount | ||
Third Party [Member] | ||
Schedule of Notes Payable [Line Items] | ||
Unamortized debt discount | (1,194,346) | (1,312,427) |
Total debt | 13,900,950 | 13,910,369 |
Less: Current portion | (725,428) | (605,000) |
Long-term portion | 13,175,522 | 13,305,369 |
Third Party [Member] | 2022 12% Notes [Member] | ||
Schedule of Notes Payable [Line Items] | ||
Debt carrying amount | 13,167,796 | 13,167,796 |
Third Party [Member] | Trees Transaction Notes [Member] | ||
Schedule of Notes Payable [Line Items] | ||
Debt carrying amount | ||
Third Party [Member] | Green Tree Acquisition Notes [Member] | ||
Schedule of Notes Payable [Line Items] | ||
Debt carrying amount | ||
Third Party [Member] | Green Man Acquisition Notes [Member] | ||
Schedule of Notes Payable [Line Items] | ||
Debt carrying amount | 1,427,500 | 1,555,000 |
Third Party [Member] | Working Capital Note [Member] | ||
Schedule of Notes Payable [Line Items] | ||
Debt carrying amount | $ 500,000 | $ 500,000 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | 3 Months Ended | |||
Dec. 12, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Stockholders’ Equity (Deficit) [Line Items] | ||||
Preferred stocks convertible (in Shares) | 300 | |||
Preferred stock, shares authorized (in Shares) | 5,000,000 | 5,000,000 | ||
Accrued dividends | $ 123,900 | $ 106,200 | ||
Dividends | 17,700 | $ 17,700 | ||
Unrecognized compensation expense related to unvested Employee Awards | 0 | |||
Stock-based compensation expense | 14,968 | 13,894 | ||
Payment amount | $ 256,582 | |||
Closing price of our common Stock (in Dollars per share) | $ 0.001 | $ 0.001 | ||
Equity consideration amount | $ 2,966,292 | |||
Contingent Earnout Liability | $ 469,907 | $ 367,056 | ||
Loss on change in fair value | 102,851 | |||
Green Tree Entities [Member] | ||||
Stockholders’ Equity (Deficit) [Line Items] | ||||
Payment amount | $ 500,000 | |||
Stock consideration (in Shares) | 17,977,528 | |||
Additional stock consideration (in Shares) | 4,879,615 | |||
Restricted Stock Units (RSUs) [Member] | ||||
Stockholders’ Equity (Deficit) [Line Items] | ||||
Compensation expense | ||||
Granted shares (in Shares) | 429,630 | |||
Vested shares (in Shares) | 0 | |||
Series A Preferred Stock [Member] | ||||
Stockholders’ Equity (Deficit) [Line Items] | ||||
Minimum capital raise | $ 5,000,000 | |||
Preferred stock has no par value (in Dollars per share) | $ 0 | |||
Series Convertible Preferred Stock [Member] | ||||
Stockholders’ Equity (Deficit) [Line Items] | ||||
Minimum capital raise | $ 5,000,000 | |||
Preferred stock, shares authorized (in Shares) | 5,000 | |||
Preferred stock, voting rights | None | |||
Preferred stock, dividend | 6% | |||
Number of common stock issuable for each preferred share (in Shares) | 300 | |||
License Transfer [Member] | ||||
Stockholders’ Equity (Deficit) [Line Items] | ||||
Closing price of our common Stock (in Dollars per share) | $ 0.165 | |||
Stock Incentive Plan [Member] | ||||
Stockholders’ Equity (Deficit) [Line Items] | ||||
Number of shares authorized for issuance (in Shares) | 25,000,000 | |||
Number of shares, available to issue (in Shares) | 17,500,000 | |||
Omnibus Incentive Plan 2020 [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Stockholders’ Equity (Deficit) [Line Items] | ||||
Granted shares (in Shares) | 429,630 | |||
Expire years | 7 years |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - Schedule of Summarizes Employee Awards Activity - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Mar. 31, 2024 | |
Schedule Of Summarizes Employee Awards Activity Abstract | ||
Number of Shares, Outstanding ending balance | 4,796,825 | 4,796,825 |
Weighted Average Exercise Price per Share, Outstanding ending balance | $ 1.08 | $ 1.08 |
Weighted Average Remaining Contractual Term (in years), Outstanding ending balance | 4 years 4 months 24 days | 4 years 2 months 12 days |
Aggregate Intrinsic Value, Outstanding ending balance | $ 22,000 | $ 22,000 |
Number of shares, Exercisable | 4,796,825 | |
Weighted Average Exercise Price per Share, Exercisable | $ 1.08 | |
Weighted Average Remaining Contractual Term (in years), Exercisable | 4 years 2 months 12 days | |
Aggregate Intrinsic Value, Exercisable | $ 22,000 | |
Number of shares, Granted | ||
Weighted Average Exercise Price per Share, Granted | ||
Number of shares, Forfeited or expired | ||
Weighted Average Exercise Price per Share, Forfeited or expired |
Stockholders_ Equity (Details_2
Stockholders’ Equity (Details) - Schedule of Grants of Restricted Stock Units Under the 2020 Omnibus Incentive Plan - Restricted Stock Units [Member] | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Schedule of Grants of Restricted Stock Units Under the 2020 Omnibus Incentive Plan [Line Items] | |
Number of Shares, Outstanding beginning balance | shares | 2,240,462 |
Weighted Average Grant Date Value, Outstanding beginning balance | $ / shares | $ 0.04 |
Number of Shares, Granted | shares | 429,630 |
Weighted Average Grant Date Value, Granted | $ / shares | $ 0.07 |
Number of Shares, Forfeited or expired | shares | |
Weighted Average Grant Date Value, Forfeited or expired | $ / shares | |
Number of Shares, Outstanding ending balance | shares | 2,670,092 |
Weighted Average Grant Date Value, Outstanding ending balance | $ / shares | $ 0.5 |
Related Party Transactions (Det
Related Party Transactions (Details) | 3 Months Ended | ||
Sep. 16, 2022 USD ($) shares | Mar. 31, 2024 USD ($) ft² | Mar. 31, 2023 USD ($) | |
Related Party Transactions [Line Items] | |||
Payment for warrants | $ 50,000 | $ 50,000 | |
Related party lease expense | 270,634 | 373,840 | |
Dalton Adventures, LLC [Member] | |||
Related Party Transactions [Line Items] | |||
Lease monthly payments base rent | $ 10,000 | ||
Consulting Agreement [Member] | Chief Financial Officer [Member] | |||
Related Party Transactions [Line Items] | |||
Officer compensation | $ 200,000 | ||
Extend warrants to purchase shares (in Shares) | shares | 7,280,007 | ||
Additional term | 2 years | ||
Lease agreement | Dalton Adventures, LLC [Member] | |||
Related Party Transactions [Line Items] | |||
Area of real estate property (in Square Feet) | ft² | 17,000 | ||
Lease monthly payments | $ 29,691 | ||
Lease monthly payments base rent | 27,000 | ||
Lease monthly payments property taxes | 2,691 | ||
Related party lease expense | $ 30,000 | $ 75,848 |
Segment Information (Details) -
Segment Information (Details) - Schedule of Internal Profit and Loss by Segment - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Net loss from continuing operations before income taxes | $ (1,252,779) | $ (1,800,798) |
Continuing Operations [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 3,685,881 | 5,110,619 |
Costs and expenses | (3,475,904) | (4,991,124) |
Segment operating income | 209,977 | 119,495 |
Corporate expenses | (1,462,756) | (1,920,293) |
ERC Credits | ||
Net loss from continuing operations before income taxes | (1,252,779) | (1,800,798) |
Retail [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 3,685,881 | 5,110,619 |
Costs and expenses | (3,116,260) | (4,535,568) |
Segment operating income | 569,621 | 575,051 |
Cultivation [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 248,642 | 684,017 |
Costs and expenses | (608,286) | (1,139,573) |
Segment operating income | (359,644) | (455,556) |
Eliminations [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | (248,642) | (684,017) |
Costs and expenses | 248,642 | 684,017 |
Segment operating income |
Segment Information (Details)_2
Segment Information (Details) - Schedule of Total Assets by Segment - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Intercompany eliminations | ||
Total assets - consolidated | 22,300,000 | 23,246,893 |
Retail [Member] | Operating Segments [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets - segments | 20,017,565 | 20,491,961 |
Cultivation [Member] | Operating Segments [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets - segments | 1,888,387 | 1,736,685 |
Corporate [Member] | Operating Segments [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets - segments | 394,048 | 1,018,247 |
Total assets - segments [Member] | Operating Segments [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets - segments | $ 22,300,000 | $ 23,246,893 |