Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 14, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | MARIMED INC. | |
Entity Central Index Key | 1,522,767 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 183,170,163 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 409,593 | $ 1,290,231 |
Accounts receivable, net | 2,122,044 | 1,453,484 |
Deferred rents receivable | 724,827 | 610,789 |
Due from third parties | 1,844,050 | 1,196,918 |
Due from related parties | 134,781 | 134,781 |
Note receivable, current portion | 46,879 | 45,444 |
Other current assets | 376,459 | 357,019 |
Total current assets | 5,658,633 | 5,088,666 |
Property and equipment, net | 27,168,997 | 25,954,931 |
Note receivable, long-term portion | 566,999 | 578,831 |
Other assets | 543,445 | 579,587 |
Total assets | 33,938,074 | 32,202,015 |
Current liabilities: | ||
Accounts payable | 2,721,103 | 2,831,658 |
Accrued expenses | 1,445,403 | 1,405,336 |
Due to related parties | 200,996 | 400,996 |
Mortgages payable, current portion | 119,668 | 118,556 |
Common stock subscriptions | 3,236,001 | |
Notes payable | 9,215,249 | 10,665,899 |
Total current liabilities | 16,938,420 | 15,422,445 |
Mortgages payable, long-term portion | 6,026,376 | 5,532,397 |
Notes payable | ||
Other liabilities | 240,013 | 240,013 |
Total liabilities | 23,204,809 | 21,194,855 |
Stockholders’ equity: | ||
Series A convertible preferred stock, $0.001 par value; 50,000,000 shares authorized at March 31, 2018 and December 31, 2017; no shares issued or outstanding at March 31, 2018 and December 31, 2017 | ||
Series A preferred stock subscribed but not issued; zero and 500,000 shares at March 31, 2018 and December 31, 2017, respectively | 500 | |
Common stock, $0.001 par value; 500,000,000 shares authorized at March 31, 2018 and December 31, 2017; 179,795,933 and 176,940,331 shares issued at March 31, 2018 and December 31, 2017, respectively; 179,705,933 and 176,850,331 shares outstanding at March 31, 2018 and December 31, 2017, respectively | 179,796 | 176,940 |
Common stock subscribed but not issued; 1,000,000 shares at March 31, 2018 and December 31, 2017 | 370,000 | 370,000 |
Subscriptions receivable | (25,000) | (25,000) |
Common stock warrants | 2,382,726 | 2,176,379 |
Treasury stock, at cost; 90,000 shares at March 31, 2018 and December 31, 2017 | (45,000) | (45,000) |
Additional paid-in capital | 21,563,178 | 20,149,591 |
Accumulated deficit | (13,866,883) | (11,971,740) |
Noncontrolling interests | 174,448 | 175,490 |
Total stockholders’ equity | 10,733,265 | 11,007,160 |
Total liabilities and stockholders’ equity | $ 33,938,074 | $ 32,202,015 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Series A convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Series A convertible preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Series A convertible preferred stock, shares issued | ||
Series A convertible preferred stock, shares outstanding | ||
Series A preferred stock, shares subscribed but unissued | 0 | 500,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 179,795,933 | 176,940,331 |
Common stock, shares outstanding | 179,705,933 | 176,850,331 |
Common stock, shares subscribed but unissued | 1,000,000 | 1,000,000 |
Treasury stock, shares | 90,000 | 90,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Revenues | $ 2,082,950 | $ 1,150,719 |
Cost of revenues, including depreciation | 888,869 | 471,068 |
Gross profit | 1,194,081 | 679,651 |
Operating expenses: | ||
Personnel | 184,671 | 167,862 |
Marketing and promotion | 51,761 | 69,469 |
General and administrative | 706,483 | 213,768 |
Total operating expenses | 942,915 | 451,099 |
Operating income | 251,166 | 228,552 |
Non-operating expenses: | ||
Interest expense, net | 296,427 | 81,592 |
Equity compensation | 572,807 | 19,295 |
Loss on debt settlements | (1,213,841) | (18,278) |
Total non-operating expenses | 2,083,075 | 119,165 |
Net income (loss) | (1,831,909) | 109,387 |
Net income (loss) to noncontrolling interests | 63,233 | 141,626 |
Net income (loss) attributable to MariMed Inc. | $ (1,895,142) | $ (33,240) |
Net income (loss) per share | $ (0.011) | $ (0.001) |
Weighted average common shares outstanding | 178,914,829 | 64,208,389 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net income (loss) attributable to MariMed Inc. | $ (1,895,142) | $ (33,240) |
Net income (loss) attributable to noncontrolling interests | 63,233 | 141,626 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation | 80,791 | 69,827 |
Equity compensation | 572,807 | 19,295 |
Loss on debt settlements | 1,213,841 | 18,278 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (668,561) | 26,223 |
Deferred rents receivable | (114,038) | 219,126 |
Due from third parties | (647,131) | (22,486) |
Due from related parties | (391,886) | |
Other current assets | (19,440) | (319,451) |
Other assets | 36,142 | |
Accounts payable | (110,555) | 297,535 |
Accrued expenses | 616,213 | 153,179 |
Due to related parties | (200,000) | 626 |
Other liabilities | (26,034) | |
Net cash provided by (used in) operating activities | (1,071,840) | 134,323 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (1,294,858) | (1,806,655) |
Interest on notes receivable | 10,398 | 9,641 |
Net cash used in investing activities | (1,284,460) | (1,797,014) |
Cash flows from financing activities: | ||
Proceeds from subscribed common stock | 875,000 | 1,300,000 |
Issuance of common stock | 600,000 | |
Issuance of interest in subsidiary | 150,000 | |
Issuance (repayment) of promissory notes | (500,000) | 400,000 |
Proceeds from (payments of) mortgages payable, net | 495,091 | (28,515) |
Exercise of stock options | 39,000 | |
Exercise of warrants | 30,846 | |
Distributions | (64,275) | (87,868) |
Net cash provided by financing activities | 1,475,662 | 1,733,617 |
Net change to cash and cash equivalents | (880,638) | 70,926 |
Cash and cash equivalents at beginning of period | 1,290,231 | 569,356 |
Cash and cash equivalents at end of period | 409,593 | 640,282 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 291,912 | 71,853 |
Cash paid for taxes | 12,596 | |
Non-cash activities: | ||
Equity issued to settle debt | $ 38,965 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Organization and Description of Business | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS MariMed Inc., (the “Company”), a Delaware corporation, is a professional management company in the emerging medical cannabis industry. The Company advises its clients in securing cannabis licenses, and in turn, develops and manages, on behalf of its clients, state-of-the-art, regulatory-compliant facilities for the cultivation, production, and dispensing of legal cannabis and cannabis-infused products. Along with this operational oversight, the Company provides its clients with legal, accounting, human resources, and other corporate and administrative services. In addition, the Company licenses a custom brand of cannabis-infused products, under the brand name Kalm Fusion™, which are precision-dosed and designed for specific medical conditions and related symptoms. In October 2017, the Company expanded its product line with the acquisition of the Betty’s Eddies™ brand of cannabis-infused fruit chews, The Company’s stock is quoted on the OTCQB market under the ticker symbol MRMD. The Company was originally incorporated in January 2011 under the name Worlds Online Inc., using the ticker symbol WORX. In early 2017, the Company name and ticker were changed to its current name and ticker. Since inception, the Company has operated an online portal that offers multi-user virtual environments to users. This segment of the business has had insignificant operations since early 2014. In May 2014, the Company, through its subsidiary MariMed Advisors Inc., acquired Sigal Consulting LLC in exchange for (i) an aggregate amount of the Company’s common stock equal to 50% of the Company’s outstanding shares on the closing date, (ii) options to purchase three million shares of the Company’s common stock, exercisable over five years with exercise prices ranging from $0.15 to $0.35, and (iii) a 49% ownership interest in MariMed Advisors Inc.. This transaction, which was accounted for as a purchase acquisition where the Company was both the legal and accounting acquirer, is further disclosed in Note 8 below. In June 2017, the Company acquired the remaining 49% interest in MMA in exchange for 75 million shares of common stock. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). In accordance with GAAP, these interim statements do not contain all of the disclosures normally required in annual statements. In addition, the results of operations of interim periods are not necessarily indicative of the results of operations to be expected for the full year. Accordingly, these interim financial statements should be read in conjunction with the Company’s audited annual financial statements and accompanying notes for the year ended December 31, 2017. Certain reclassifications have been made to prior periods’ data to conform to the current period presentation. These reclassifications had no effect on reported income (losses) or cash flows. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of MariMed Inc. and its subsidiaries, all of which are majority-owned. Intercompany accounts and transactions have been eliminated. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts within the financial statements and disclosures thereof. Actual results could differ from these estimates or assumptions. Cash Equivalents The Company considers all highly liquid investments with a maturity date of three months or less to be cash equivalents. The fair values of these investments approximate their carrying values. Revenue Recognition The Company’s main sources of revenue are comprised of: leasing contracts with its medical cannabis clients; oversight and corporate support of client operations; consulting services to companies operating in the legal and medical cannabis industries; arrangements for the procurement of cannabis materials and resources; and licensing revenues from the sale of its branded products. The Company recognizes revenue when all of the following criteria are met: evidence of an arrangement exists such as a signed contract, delivery has occurred/services have been performed, the price is fixed or determinable, and collectability is reasonably assured. Research and Development Costs Research and development costs are charged to operations as incurred. Property and Equipment Property and equipment are stated at cost less accumulated depreciation, with depreciation recognized on a straight-line basis over the shorter of the estimated useful life of the asset or the lease term, if applicable. When assets are retired or disposed, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income. Repairs and maintenance are charged to expense in the period incurred. The estimated useful lives of property and equipment are generally as follows: buildings and building improvements, seven to thirty-nine years; tenant improvements, the remaining duration of the related lease; furniture and fixtures, seven years; machinery and equipment, five to ten years. Land is not depreciated. The Company’s property and equipment are individually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment exists when the carrying amount of an asset exceeds the aggregate projected future cash flows over the anticipated holding period on an undiscounted basis. An impairment loss is measured based on the excess of the asset’s carrying amount over its estimated fair value. Impairment analyses are based on management’s current plans, intended holding periods and available market information at the time the analyses are prepared. If these criteria change, the Company’s evaluation of impairment losses may be different and could have a material impact to the consolidated financial statements. For the three months ended March 31, 2018 and 2017, based on its impairment analyses, the Company did not have any impairment losses. Impairment of Long Lived Assets The Company evaluates the recoverability of its fixed assets and other assets in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) 360-10-15, Impairment or Disposal of Long-Lived Assets Fair Value of Financial Instruments The Company follows the provisions of ASC 820, Fair Value Measurement Financial Instruments, Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. The carrying amounts of the Company’s financial assets and liabilities, such as cash and accounts payable approximate their fair values due to the short maturity of these instruments. The fair value of option and warrant issuances are determined utilizing the binomial options pricing model and employing the following inputs: life of instrument, exercise price, value of the underlying security on issuance date, and 2-year volatility of underlying security. Extinguishment of Liabilities The Company accounts for extinguishment of liabilities in accordance with ASC 405-20, Extinguishments of Liabilities. Stock-Based Compensation The Company accounts for stock-based compensation using the fair value method as set forth in ASC 718, Compensation—Stock Compensation, Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. The Company did not take any uncertain tax positions and had no adjustments to unrecognized income tax liabilities or benefits for the three months ended March 31, 2018 and 2017. Related Party Transactions The Company follows ASC 850, Related Party Disclosures In accordance with ASC 850, the Company’s financial statements include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business, as well as transactions that are eliminated in the preparation of financial statements. Comprehensive Income The Company reports comprehensive income and its components following guidance set forth by ASC 220, Comprehensive Income Earnings Per Share Earnings per common share is computed pursuant to ASC 260, Earnings Per Share As of March 31, 2018 and 2017, there were 10,005,697 and 10,475,000, respectively, of potentially dilutive securities in the form of options and warrants. Also as of March 31, 2018 and 2017, there were zero and 500,000 shares, respectively, of convertible preferred stock, and $550,000 and $3,125,000, respectively, of convertible promissory notes, that were potentially dilutive whose conversion into common stock is based on a discount to the market value of common stock on or about the future conversion date. All potentially dilutive securities had an anti-dilutive effect on earnings per share, and in accordance with ASC 260, were excluded from the diluted net income per share calculation. For that reason, the calculations of basic and fully diluted net income per share were identical for the three months ended March 31, 2018 and 2017. These securities may dilute earnings per share in the future. Commitments and Contingencies The Company follows ASC 450, Contingencies If the assessment of a contingency indicates that it is probable that a material loss will be incurred and the amount of the liability can be estimated, then such estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. While not assured, management does not believe, based upon information available at this time, that a loss contingency will have material adverse effect on the Company’s financial position, results of operations or cash flows. Risk and Uncertainties The Company is subject to risks common to companies operating within the legal and medical marijuana industries, including, but not limited to, federal laws, government regulations and jurisdictional laws. Noncontrolling Interests Noncontrolling interests represent third-party minority ownership of the Company’s consolidated subsidiaries. Net income attributable to noncontrolling interests is shown in the consolidated statements of operations; and the value of net assets owned by noncontrolling interests are presented as a component of equity within the balance sheets. Off Balance Sheet Arrangements The Company does not have any off-balance sheet arrangements. Recent Accounting Pronouncements In November 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In 2014 and subsequently in 2016, the FASB issued new standards on the recognition of revenue. While the new standards amend the current standards, they are not expected to have a material impact on the amount and timing of revenue recognized in the Company’s consolidated financial statements when the new standards are adopted in 2019. In addition to the above, the Company has reviewed all other recently issued, but not yet effective, accounting pronouncements, and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 3 – PROPERTY AND EQUIPMENT Property and equipment are shown net of accumulated depreciation and are primarily comprised of the following: land; buildings; building and tenant improvements; furniture and fixtures; and machinery and equipment. During the three months ended March 31, 2018 and 2017, additions to property and equipment were approximately $1.3 million and $1.8 million, respectively. Depreciation expense for the three months ended March 31, 2018 and 2017 was approximately $81,000 and $70,000, respectively. At March 31, 2018 and December 31, 2017, accumulated depreciation approximated $1,580,000 and $1,499,000, respectively. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 4 – DEBT During the three months ended March 31, 2018, the Company received additional capital of approximately $525,000 from the existing mortgage on its cannabis cultivation and processing facility currently in development in Massachusetts. During the three months ended March 31, 2017, the Company raised $400,000 from the issuance of a promissory note with an interest rate of 10% and a term of 6 months. No promissory notes were issued during the three months ended March 31, 2018. During the three months ended March 31, 2018, the Company repaid $500,000 of promissory notes, and converted $975,000 of promissory notes into subscriptions on 1,346,153 shares of common stock as further disclosed in Note 5 below. No repayments or conversions of debt occurred during the same period in 2017. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Equity | NOTE 5 – EQUITY Preferred Stock In January 2017, the Company increased the number of authorized shares of preferred stock from 5 million to 50 million shares. During the three months ended March 31, 2017, the Company issued subscriptions on 200,000 shares of Series A convertible preferred stock at $1.00 per share. This preferred stock accrues an annual dividend of six percent until conversion. The Series A convertible preferred stock is convertible, along with any accrued dividends, into common stock at a twenty-five percent discount to the selling price of the common stock in a qualified offering, as defined in the subscription agreement. In addition, the Company shall have the ability to force the conversion of preferred stock at such time the Company has a market capitalization in excess of $50 million for ten consecutive trading days. In such event, the conversion price shall be a 25% discount to the average closing price of the Company’s common stock over the ten trading days prior to the Company’s notice of its intent to convert. During the three months ended March 31, 2018, all 500,000 shares of subscribed Series A preferred stock were converted into 970,989 shares of common stock at a conversion price of $0.55. Common Stock In January 2017, the Company increased the number of authorized shares of common stock from 100 million to 500 million shares. During the three months ended March 31, 2018, the Company sold 1,200,000 shares of common stock at a price of $0.50 per share, resulting in total proceeds of $600,000. During the same period in 2017, the Company sold 6,467,778 shares of common stock at prices of $0.18 and $0.25 per share, resulting in total proceeds of $1,300,000. During the three months ended March 31, 2018 and 2017, the Company issued 170,000 and 169,487 shares, respectively, of common stock for services rendered by the former CFO of the Company. Based on the market value of the common stock on the dates of the two issuances, the Company recorded non-cash losses of approximately $112,000 in 2018 and $18,000 in 2017. During the three months ended March 31, 2018, the Company issued 125,000 shares of common stock to settle an outstanding obligation. The Company recorded a non-cash loss of approximately $91,000 based on the market value of the common stock on the issuance date. Common Stock Subscriptions During the three months ended March 31, 2018, the Company issued subscriptions on 1,319,432 shares of common stock, at prices of $0.65 and $0.95 per share, resulting in total proceeds of $875,000. No subscriptions on common stock were issued during the same period in 2017. In February 2018, two promissory notes totaling $975,000 were converted into subscriptions on 1,346,153 shares of common stock. Based on the market value of the common stock on the conversion dates, the Company recorded a non-cash loss on these conversions of approximately $552,000. During the three months ended March 31, 2018, the Company issued subscriptions on 738,462 shares of common stock to settle an outstanding obligation. The Company recorded a non-cash loss of approximately $459,000 based on the market value of the common stock on the settlement date. All of the subscriptions on common stock referred to above are reflected under the caption Common Stock Subscriptions Membership Interests During the three months ended March 31, 2017, the Company issued 1,667 Class A membership units of Mari Holdings MD LLC, a majority-owned subsidiary, for $150,000. These units represented 0.33% ownership of this subsidiary at March 31, 2017. No membership units were issued during the three months ended March 31, 2018. |
Stock Options
Stock Options | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Options | NOTE 6 – STOCK OPTIONS During the three months ended March 31, 2018, the Company granted options to purchase 1.45 million shares of common stock to the Company’s board members at exercise prices ranging from $0.14 to $0.77, vesting over a six-month period, and expiring between December 2020 and December 2022. The fair value of these options on grant date of approximately $458,000 shall be recorded as non-cash compensation expense over the vesting periods, with approximately $366,000 incurred during the three months ended March 31, 2018. In February 2018, the former CFO of the Company exercised options to purchase 300,000 shares of common stock at an exercise price of $0.13. No options were exercised during the same period in 2017 Stock options outstanding and exercisable as of March 31, 2018 were: Exercise Price Shares Under Option Remaining per Share Outstanding Exercisable Life in Years $ 0.080 250,000 250,000 0.83 $ 0.080 200,000 200,000 1.72 $ 0.130 300,000 300,000 2.25 $ 0.140 750,000 750,000 2.76 $ 0.150 1,000,000 1,000,000 1.50 $ 0.250 1,000,000 1,000,000 1.50 $ 0.260 50,000 50,000 3.01 $ 0.330 50,000 25,000 2.94 $ 0.350 1,000,000 1,000,000 1.50 $ 0.450 250,000 - 3.51 $ 0.550 100,000 - 2.50 $ 0.630 400,000 400,000 3.76 $ 0.770 300,000 - 4.76 5,650,000 4,975,000 |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Warrants | NOTE 7 – WARRANTS During the three months ended March 31, 2018 and 2017, the Company issued warrants to purchase 200,000 and 100,000 shares of common stock, at exercise prices of $1.15 and $0.50 per share, and expiring in February 2021 and March 2020, respectively. The Company recorded non-cash compensation expense of approximately $206,000 in 2018 and $19,000 in 2017 representing the estimated fair value of these instruments on the issuance dates. During the three months ended March 31, 2018, warrants to purchase 89,614 shares of common stock were exercised, at exercise prices of $0.20 and $0.40. No warrants were exercised during the same period in 2017. At March 31, 2018 and 2017, warrants to purchase 4,355,697 and 1,225,000 shares of common stock were outstanding, respectively, at exercise prices ranging between $0.10 and $1.15. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 8 – RELATED PARTY TRANSACTIONS As disclosed in Note 1 above, in May 2014, the Company acquired Sigal Consulting LLC from its ownership group which included the CEO and CFO of the Company (the “Sigal Ownership Group”). The purchase price received by the Sigal Ownership Group was comprised of (i) 31,954,236 shares of common stock valued at approximately $5,913.000, representing 50% of the Company’s outstanding shares on the closing date, (ii) options to purchase three million shares of the Company’s common stock valued at approximately $570,000, and (iii) a 49% ownership interest in the Company’s subsidiary MariMed Advisors, Inc. The excess of purchase price over the book value of the acquired entity was recorded as goodwill, which was subsequently impaired in full and written down to zero. In June 2017, the Company acquired the remaining 49% interest of MariMed Advisors Inc. from the Sigal Ownership Group for an aggregate 75 million shares of common stock. The caption Due from Related Parties The caption Due to Related Parties |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 9 – COMMITMENTS AND CONTINGENCIES An employment agreement with the former CEO of the Company that provided this individual with salary, car allowances, stock options, life insurance, and other employee benefits was terminated in 2017. The Company recorded an accrual of approximately $1,043,000 at March 31, 2018 and December 31, 2017 for any amounts that may be owed under this agreement. However, the Company is reviewing this matter. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting | NOTE 10 – SEGMENT REPORTING In accordance with ASC 280, the following is information regarding the Company’s operating segments: Three Months Ended March 31, 2018 2017 Revenues: Online portal operations $ — $ 61 Cannabis operations 2,082,950 1,150,658 Consolidated revenues $ 2,082,950 $ 1,150,719 Depreciation: Online portal operations $ — $ — Cannabis operations 80,791 69,827 Depreciation and amortization $ 80,791 $ 69,827 Net income (loss): Online portal operations $ (103 ) $ (138,023 ) Cannabis operations (1,831,806 ) 247,409 Net income (loss) $ (1,831,909 ) $ 109,386 Capital expenditures: Online portal operations $ — $ — Cannabis operations 1,294,858 1,806,655 Combined capital expenditures $ 1,294,858 $ 1,806,655 Assets: Online portal operations $ 1,295 $ 4,576 Cannabis operations 33,936,779 10.845,183 Combined assets $ 33,938,074 $ 10,849,759 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11 – SUBSEQUENT EVENTS The following transactions occurred subsequent to March 31, 2018: - Warrants to purchase 75,000 shares of common stock were exercised at an exercise price of $0.20 per share. Warrants to purchase 100,000 shares of common stock were issued at exercise prices of $0.90 and $1.75 per share, expiring 5 years from issuance. - The Company issued 3,315,383 shares of common stock that were previously subscribed but not yet issued. - The Company sold 240,513 shares of common stock at prices ranging from $0.65 to $0.90 per share, resulting in total proceeds of $198,000. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). In accordance with GAAP, these interim statements do not contain all of the disclosures normally required in annual statements. In addition, the results of operations of interim periods are not necessarily indicative of the results of operations to be expected for the full year. Accordingly, these interim financial statements should be read in conjunction with the Company’s audited annual financial statements and accompanying notes for the year ended December 31, 2017. Certain reclassifications have been made to prior periods’ data to conform to the current period presentation. These reclassifications had no effect on reported income (losses) or cash flows. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of MariMed Inc. and its subsidiaries, all of which are majority-owned. Intercompany accounts and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts within the financial statements and disclosures thereof. Actual results could differ from these estimates or assumptions. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with a maturity date of three months or less to be cash equivalents. The fair values of these investments approximate their carrying values. |
Revenue Recognition | Revenue Recognition The Company’s main sources of revenue are comprised of: leasing contracts with its medical cannabis clients; oversight and corporate support of client operations; consulting services to companies operating in the legal and medical cannabis industries; arrangements for the procurement of cannabis materials and resources; and licensing revenues from the sale of its branded products. The Company recognizes revenue when all of the following criteria are met: evidence of an arrangement exists such as a signed contract, delivery has occurred/services have been performed, the price is fixed or determinable, and collectability is reasonably assured. |
Research and Development Costs | Research and Development Costs Research and development costs are charged to operations as incurred. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation, with depreciation recognized on a straight-line basis over the shorter of the estimated useful life of the asset or the lease term, if applicable. When assets are retired or disposed, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income. Repairs and maintenance are charged to expense in the period incurred. The estimated useful lives of property and equipment are generally as follows: buildings and building improvements, seven to thirty-nine years; tenant improvements, the remaining duration of the related lease; furniture and fixtures, seven years; machinery and equipment, five to ten years. Land is not depreciated. The Company’s property and equipment are individually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment exists when the carrying amount of an asset exceeds the aggregate projected future cash flows over the anticipated holding period on an undiscounted basis. An impairment loss is measured based on the excess of the asset’s carrying amount over its estimated fair value. Impairment analyses are based on management’s current plans, intended holding periods and available market information at the time the analyses are prepared. If these criteria change, the Company’s evaluation of impairment losses may be different and could have a material impact to the consolidated financial statements. For the three months ended March 31, 2018 and 2017, based on its impairment analyses, the Company did not have any impairment losses. |
Impairment of Long Lived Assets | Impairment of Long Lived Assets The Company evaluates the recoverability of its fixed assets and other assets in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) 360-10-15, Impairment or Disposal of Long-Lived Assets |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows the provisions of ASC 820, Fair Value Measurement Financial Instruments, Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. The carrying amounts of the Company’s financial assets and liabilities, such as cash and accounts payable approximate their fair values due to the short maturity of these instruments. The fair value of option and warrant issuances are determined utilizing the binomial options pricing model and employing the following inputs: life of instrument, exercise price, value of the underlying security on issuance date, and 2-year volatility of underlying security. |
Extinguishment of Liabilities | Extinguishment of Liabilities The Company accounts for extinguishment of liabilities in accordance with ASC 405-20, Extinguishments of Liabilities. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation using the fair value method as set forth in ASC 718, Compensation—Stock Compensation, |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. The Company did not take any uncertain tax positions and had no adjustments to unrecognized income tax liabilities or benefits for the three months ended March 31, 2018 and 2017. |
Related Party Transactions | Related Party Transactions The Company follows ASC 850, Related Party Disclosures In accordance with ASC 850, the Company’s financial statements include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business, as well as transactions that are eliminated in the preparation of financial statements. |
Comprehensive Income | Comprehensive Income The Company reports comprehensive income and its components following guidance set forth by ASC 220, Comprehensive Income |
Earnings Per Share | Earnings Per Share Earnings per common share is computed pursuant to ASC 260, Earnings Per Share As of March 31, 2018 and 2017, there were 10,005,697 and 10,475,000, respectively, of potentially dilutive securities in the form of options and warrants. Also as of March 31, 2018 and 2017, there were zero and 500,000 shares, respectively, of convertible preferred stock, and $550,000 and $3,125,000, respectively, of convertible promissory notes, that were potentially dilutive whose conversion into common stock is based on a discount to the market value of common stock on or about the future conversion date. All potentially dilutive securities had an anti-dilutive effect on earnings per share, and in accordance with ASC 260, were excluded from the diluted net income per share calculation. For that reason, the calculations of basic and fully diluted net income per share were identical for the three months ended March 31, 2018 and 2017. These securities may dilute earnings per share in the future. |
Commitments and Contingencies | Commitments and Contingencies The Company follows ASC 450, Contingencies If the assessment of a contingency indicates that it is probable that a material loss will be incurred and the amount of the liability can be estimated, then such estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. While not assured, management does not believe, based upon information available at this time, that a loss contingency will have material adverse effect on the Company’s financial position, results of operations or cash flows. |
Risk and Uncertainties | Risk and Uncertainties The Company is subject to risks common to companies operating within the legal and medical marijuana industries, including, but not limited to, federal laws, government regulations and jurisdictional laws. |
Noncontrolling Interests | Noncontrolling Interests Noncontrolling interests represent third-party minority ownership of the Company’s consolidated subsidiaries. Net income attributable to noncontrolling interests is shown in the consolidated statements of operations; and the value of net assets owned by noncontrolling interests are presented as a component of equity within the balance sheets. |
Off Balance Sheet Arrangements | Off Balance Sheet Arrangements The Company does not have any off-balance sheet arrangements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In 2014 and subsequently in 2016, the FASB issued new standards on the recognition of revenue. While the new standards amend the current standards, they are not expected to have a material impact on the amount and timing of revenue recognized in the Company’s consolidated financial statements when the new standards are adopted in 2019. In addition to the above, the Company has reviewed all other recently issued, but not yet effective, accounting pronouncements, and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations. |
Stock Options (Tables)
Stock Options (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Options Outstanding and Exercisable | Stock options outstanding and exercisable as of March 31, 2018 were: Exercise Price Shares Under Option Remaining per Share Outstanding Exercisable Life in Years $ 0.080 250,000 250,000 0.83 $ 0.080 200,000 200,000 1.72 $ 0.130 300,000 300,000 2.25 $ 0.140 750,000 750,000 2.76 $ 0.150 1,000,000 1,000,000 1.50 $ 0.250 1,000,000 1,000,000 1.50 $ 0.260 50,000 50,000 3.01 $ 0.330 50,000 25,000 2.94 $ 0.350 1,000,000 1,000,000 1.50 $ 0.450 250,000 - 3.51 $ 0.550 100,000 - 2.50 $ 0.630 400,000 400,000 3.76 $ 0.770 300,000 - 4.76 5,650,000 4,975,000 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Operating Segments | In accordance with ASC 280, the following is information regarding the Company’s operating segments: Three Months Ended March 31, 2018 2017 Revenues: Online portal operations $ — $ 61 Cannabis operations 2,082,950 1,150,658 Consolidated revenues $ 2,082,950 $ 1,150,719 Depreciation: Online portal operations $ — $ — Cannabis operations 80,791 69,827 Depreciation and amortization $ 80,791 $ 69,827 Net income (loss): Online portal operations $ (103 ) $ (138,023 ) Cannabis operations (1,831,806 ) 247,409 Net income (loss) $ (1,831,909 ) $ 109,386 Capital expenditures: Online portal operations $ — $ — Cannabis operations 1,294,858 1,806,655 Combined capital expenditures $ 1,294,858 $ 1,806,655 Assets: Online portal operations $ 1,295 $ 4,576 Cannabis operations 33,936,779 10.845,183 Combined assets $ 33,938,074 $ 10,849,759 |
Organization and Description 20
Organization and Description of Business (Details Narrative) - MariMed Advisors Inc. [Member] - $ / shares | 1 Months Ended | |
Jun. 30, 2017 | May 31, 2014 | |
Common stock outstanding shares percentage | 50.00% | |
Options to purchase of shares | 3,000,000 | |
Exercisable contractual term | 5 years | |
Ownership percentage | 49.00% | 49.00% |
Common stock shares acquired | 75,000,000 | |
Minimum [Member] | ||
Exercise price per share | $ 0.15 | |
Maximum [Member] | ||
Exercise price per share | $ 0.35 |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Impairment losses | ||
Unrecognized tax liabilities or benefits | ||
Fair value instrument, volatility term | 2 years | |
Convertible Promissory Notes [Member] | ||
Potentially dilutive securities | 550,000 | 3,125,000 |
Options and Warrants [Member] | ||
Potentially dilutive securities | 10,005,697 | 10,475,000 |
Convertible Preferred Stock [Member] | ||
Potentially dilutive securities | 0 | 500,000 |
Buildings and Building Improvements [Member] | Minimum [Member] | ||
Useful lives of property plant and equipment | 7 years | |
Buildings and Building Improvements [Member] | Maximum [Member] | ||
Useful lives of property plant and equipment | 39 years | |
Furniture and Fixtures [Member] | ||
Useful lives of property plant and equipment | 7 years | |
Machinery and Equipment [Member] | Minimum [Member] | ||
Useful lives of property plant and equipment | 10 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Useful lives of property plant and equipment | 5 years |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |||
Additions to property and equipment | $ 1,294,858 | $ 1,806,655 | |
Depreciation | 80,791 | $ 69,827 | |
Accumulated depreciation | $ 1,580,000 | $ 1,499,000 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Debt Disclosure [Abstract] | ||
Proceeds from mortgage debt | $ 525,000 | |
Issuance of promissory notes | $ 400,000 | |
Interest rate | 10.00% | |
Debt term | 6 months | |
Repayment of notes payable | 500,000 | $ (400,000) |
Debt conversion of convertible amount | $ 975,000 | |
Debt conversion of convertible shares | 1,346,153 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | Feb. 28, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Jan. 31, 2017 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||
Number of shares issued during period | 125,000 | ||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||
Proceeds from issuance of common stock | $ 600,000 | ||||
Non-cash loss on conversion | 91,000 | ||||
Debt instrument conversion shares, value | $ 975,000 | ||||
Debt instrument conversion shares | 1,346,153 | ||||
Common Stock [Member] | |||||
Number of shares issued during period | 1,200,000 | 6,467,778 | |||
Share issued price | $ 0.50 | ||||
Conversion of stock shares converted | 970,989 | ||||
Number of common stock shares subscriptions | 1,319,214 | ||||
Proceeds from issuance of common stock | $ 600,000 | $ 1,300,000 | |||
Shares in exchange for services | 170,000 | 169,487 | |||
Non-cash loss on conversion | $ 112,000 | $ 18,000 | |||
Common Stock Subscriptions [Member] | |||||
Number of shares issued during period | 1,319,432 | ||||
Proceeds from issuance of common stock | $ 875,000 | ||||
Common Stock Subscriptions [Member] | Settlement to Obligation [Member] | |||||
Number of shares issued during period | 738,462 | ||||
Non-cash loss on conversion | $ 459,000 | ||||
Common Stock Subscriptions [Member] | Two Promissory Notes [Member] | |||||
Non-cash loss on conversion | $ 552,000 | ||||
Debt instrument conversion shares, value | $ 975,000 | ||||
Debt instrument conversion shares | 1,346,153 | ||||
Class A Membership Units [Member] | Mari Holdings MD LLC [Member] | |||||
Number of shares issued during period | 1,667 | ||||
Number of shares issued during period, value | $ 150,000 | ||||
Ownership interest | 0.33% | ||||
Series A Convertible Preferred Stock [Member] | |||||
Number of shares issued during period | 200,000 | ||||
Share issued price | $ 1 | ||||
Preferred stock dividend, rate | 6.00% | ||||
Discount to selling price, percentage | 25.00% | ||||
Market capitalization | $ 50,000,000 | ||||
Preferred stock conversion price percentage | 25.00% | ||||
Series A Preferred Stock [Member] | |||||
Conversion of stock shares converted | 500,000 | ||||
conversion price per share | $ 0.55 | ||||
Minimum [Member] | |||||
Preferred stock, shares authorized | 5,000,000 | ||||
Common stock, shares authorized | 100,000,000 | ||||
Minimum [Member] | Common Stock [Member] | |||||
Share issued price | $ 0.18 | ||||
Minimum [Member] | Common Stock Subscriptions [Member] | |||||
Share issued price | 0.65 | ||||
Maximum [Member] | |||||
Preferred stock, shares authorized | 50,000,000 | ||||
Common stock, shares authorized | 500,000,000 | ||||
Maximum [Member] | Common Stock [Member] | |||||
Share issued price | $ 0.25 | ||||
Maximum [Member] | Common Stock Subscriptions [Member] | |||||
Share issued price | $ 0.95 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |
Feb. 28, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | |
Non-cash equity compensation | $ 572,807 | $ 19,295 | |
Chief Financial Officer [Member] | |||
Exercise price of common stock | $ 0.13 | ||
Share exercised option | 300,000 | ||
Stock Options [Member] | |||
Options to purchase shares of common stock | 1,450,000 | ||
Stock options expiration period, description | expiring between December 2020 and December 2022 | ||
Stock options vesting period, description | vesting over a six-month period | ||
Non-cash equity compensation | $ 458,000 | ||
Stock Options [Member] | Over Six-Month Period [Member] | |||
Non-cash equity compensation | $ 366,000 | ||
Stock Options [Member] | Minimum [Member] | |||
Exercise price of common stock | $ 0.14 | ||
Stock Options [Member] | Maximum [Member] | |||
Exercise price of common stock | $ 0.77 |
Stock Options - Schedule of Sto
Stock Options - Schedule of Stock Options Outstanding and Exercisable (Details) | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Outstanding shares under option | 5,650,000 |
Exercisable shares under option | 4,975,000 |
Range One [Member] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.080 |
Outstanding shares under option | 250,000 |
Exercisable shares under option | 250,000 |
Outstanding remaining life in years | 9 months 29 days |
Range Two [Member] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.080 |
Outstanding shares under option | 200,000 |
Exercisable shares under option | 200,000 |
Outstanding remaining life in years | 1 year 8 months 19 days |
Range Three [Member] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.130 |
Outstanding shares under option | 300,000 |
Exercisable shares under option | 300,000 |
Outstanding remaining life in years | 2 years 2 months 30 days |
Range Four [Member] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.140 |
Outstanding shares under option | 750,000 |
Exercisable shares under option | 750,000 |
Outstanding remaining life in years | 2 years 9 months 3 days |
Range Five [Member] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.150 |
Outstanding shares under option | 1,000,000 |
Exercisable shares under option | 1,000,000 |
Outstanding remaining life in years | 1 year 6 months |
Range Six [Member] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.250 |
Outstanding shares under option | 1,000,000 |
Exercisable shares under option | 1,000,000 |
Outstanding remaining life in years | 1 year 6 months |
Range Seven [Member] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.260 |
Outstanding shares under option | 50,000 |
Exercisable shares under option | 50,000 |
Outstanding remaining life in years | 3 years 4 days |
Range Eight [Member] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.330 |
Outstanding shares under option | 50,000 |
Exercisable shares under option | 25,000 |
Outstanding remaining life in years | 2 years 11 months 8 days |
Range Nine [Member] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.350 |
Outstanding shares under option | 1,000,000 |
Exercisable shares under option | 1,000,000 |
Outstanding remaining life in years | 1 year 6 months |
Range Ten [Member] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.450 |
Outstanding shares under option | 250,000 |
Exercisable shares under option | |
Outstanding remaining life in years | 3 years 6 months 3 days |
Range Eleven [Member] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.550 |
Outstanding shares under option | 100,000 |
Exercisable shares under option | |
Outstanding remaining life in years | 2 years 6 months |
Range Twelve [Member] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.630 |
Outstanding shares under option | 400,000 |
Exercisable shares under option | 400,000 |
Outstanding remaining life in years | 3 years 9 months 3 days |
Range Thirteen [Member] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.770 |
Outstanding shares under option | 300,000 |
Exercisable shares under option | |
Outstanding remaining life in years | 4 years 9 months 3 days |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Non-cash equity compensation | $ 572,807 | $ 19,295 |
Warrant [Member] | ||
Number of warrants issued to purchase common stock | 200,000 | 100,000 |
Warrants exercise price | $ 1.15 | $ 0.50 |
Warrant expiration description | expiring in February 2021 | expiring in March 2020 |
Non-cash equity compensation | $ 206,000 | $ 19,000 |
Warrant One [Member] | ||
Number of warrants issued to purchase common stock | 89,614 | |
Warrant One [Member] | Minimum [Member] | ||
Warrants exercise price | $ 0.20 | |
Warrant One [Member] | Maximum [Member] | ||
Warrants exercise price | $ 0.40 | |
Warrant Two [Member] | ||
Number of warrants issued to purchase common stock | 4,355,697 | 1,225,000 |
Warrants exercise price | $ 0.10 | $ 1.15 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | |
Jun. 30, 2017 | May 31, 2014 | |
Sigal Consulting LLC [Member] | ||
Stock issued during period acquisitions, shares | 31,954,236 | |
Stock issued during period acquisitions, value | $ 5,913 | |
Common stock outstanding shares percentage | 50.00% | |
Options to purchase shares of common stock | $ 3,000,000 | |
Options to purchase shares of common stock, value | 570,000 | |
MariMed Advisors Inc. [Member] | ||
Stock issued during period acquisitions, shares | 75,000,000 | |
Common stock outstanding shares percentage | 50.00% | |
Options to purchase shares of common stock, value | 3,000,000 | |
Ownership percentage | 49.00% | 49.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Agreement term description | An employment agreement with the former CEO of the Company, which was terminated in 2017, provided this individual with salary, car allowances, bonuses based on the Company reaching certain milestones, life insurance, stock options and a death benefit. | |
Accrued expenses | $ 1,445,403 | $ 1,405,336 |
Employment Agreement [Member] | ||
Accrued expenses | $ 1,043,000 | $ 1,043,000 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Operating Segments (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues | $ 2,082,950 | $ 1,150,719 |
Depreciation | 80,791 | 69,827 |
Net income (loss) | (1,831,909) | 109,386 |
Capital expenditures | 1,294,858 | 1,806,655 |
Assets | 33,938,074 | 10,849,759 |
Online Portal Operations [Member] | ||
Revenues | 61 | |
Depreciation | ||
Net income (loss) | (103) | (138,023) |
Capital expenditures | ||
Assets | 1,295 | 4,576 |
Cannabis Operations [Member] | ||
Revenues | 2,082,950 | 1,150,658 |
Depreciation | 80,791 | 69,827 |
Net income (loss) | (1,831,806) | 247,409 |
Capital expenditures | 1,294,858 | 1,806,655 |
Assets | $ 33,936,779 | $ 10,845,183 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Number of shares issued during period | 125,000 | |
Proceeds from issuance of common stock | $ 600,000 | |
Warrant [Member] | ||
Number of warrants issued to purchase common stock | 200,000 | 100,000 |
Warrants exercise price | $ 1.15 | $ 0.50 |
Warrant One [Member] | ||
Number of warrants issued to purchase common stock | 89,614 | |
Warrant One [Member] | Minimum [Member] | ||
Warrants exercise price | $ 0.20 | |
Warrant One [Member] | Maximum [Member] | ||
Warrants exercise price | $ 0.40 | |
Common Stock [Member] | ||
Number of shares issued during period | 1,200,000 | 6,467,778 |
Proceeds from issuance of common stock | $ 600,000 | $ 1,300,000 |
Subsequent Event [Member] | ||
Number of shares issued during period | 3,315,383 | |
Proceeds from issuance of common stock | $ 198,000 | |
Subsequent Event [Member] | Warrant [Member] | ||
Number of warrants issued to purchase common stock | 75,000 | |
Warrants exercise price | $ 0.20 | |
Warrant term | 5 years | |
Subsequent Event [Member] | Warrant One [Member] | ||
Number of warrants issued to purchase common stock | 175,000 | |
Subsequent Event [Member] | Warrant One [Member] | Minimum [Member] | ||
Warrants exercise price | $ 0.90 | |
Subsequent Event [Member] | Warrant One [Member] | Maximum [Member] | ||
Warrants exercise price | $ 1.75 | |
Subsequent Event [Member] | Common Stock [Member] | ||
Number of shares issued during period | 240,513 | |
Subsequent Event [Member] | Common Stock [Member] | Minimum [Member] | ||
Exercise price of common stock | $ 0.65 | |
Subsequent Event [Member] | Common Stock [Member] | Maximum [Member] | ||
Exercise price of common stock | $ 0.90 |