Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 23, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 0-54433 | ||
Entity Registrant Name | MARIMED INC. | ||
Entity Central Index Key | 0001522767 | ||
Entity Tax Identification Number | 27-4672745 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 10 Oceana Way | ||
Entity Address, City or Town | Norwood | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02062 | ||
City Area Code | 617 | ||
Local Phone Number | 795-5140 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 29.3 | ||
Entity Common Stock, Shares Outstanding | 319,133,727 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 2,999,053 | $ 738,688 |
Accounts receivable, net | 6,675,512 | 1,669,139 |
Deferred rents receivable | 1,940,181 | 1,796,825 |
Note receivable, current portion | 658,122 | 311,149 |
Inventory | 6,830,571 | 1,219,429 |
Investments | 1,357,193 | 1,449,144 |
Other current assets | 582,589 | 192,368 |
Total current assets | 21,043,221 | 7,376,742 |
Property and equipment, net | 45,636,529 | 42,792,369 |
Intangibles, net | 2,228,560 | 2,364,042 |
Investments | 1,165,788 | 1,324,661 |
Note receivable, less current portion | 965,008 | 1,639,496 |
Right-of-use assets under operating leases | 5,247,152 | 5,787,423 |
Right-of-use assets under finance leases | 78,420 | 111,103 |
Other assets | 80,493 | 175,905 |
Total assets | 76,445,171 | 61,571,741 |
Current liabilities: | ||
Accounts payable | 5,044,918 | 4,719,069 |
Accrued expenses | 3,621,269 | 5,395,996 |
Notes payable, net | 8,859,175 | 23,112,742 |
Mortgages payable | 1,387,014 | 223,888 |
Debentures payable, net | 1,032,448 | |
Operating lease liabilities | 1,008,227 | 917,444 |
Finance lease liabilities | 38,412 | 38,412 |
Due to related parties | 1,157,815 | 1,454,713 |
Other current liabilities | 1,077,333 | 858,176 |
Total current liabilities | 23,226,611 | 36,720,440 |
Notes payable, less current portion, net | 10,682,234 | |
Mortgages payable, less current portion | 14,744,136 | 7,112,842 |
Debentures payable, less current portion, net | 5,835,212 | |
Operating lease liabilities, less current portion | 4,822,064 | 5,399,414 |
Finance lease liabilities, less current portion | 44,490 | 75,413 |
Other liabilities | 100,200 | 100,200 |
Total liabilities | 53,619,735 | 55,243,521 |
Mezzanine equity: | ||
Series B convertible preferred stock, $0.001 par value; 4,908,333 and zero shares authorized, issued and outstanding at December 31, 2020 and 2019, respectively | 14,725,000 | |
Stockholders’ equity: | ||
Preferred stock, value | ||
Common stock, $0.001 par value; 500,000,000 shares authorized at December 31, 2020 and 2019; 314,418,812 and 228,408,024 shares issued and outstanding at December 31, 2020 and 2019, respectively | 314,419 | 228,408 |
Common stock subscribed but not issued; 11,413 and 3,236,857 shares at December 31, 2020 and 2019, respectively | 5,365 | 1,168,074 |
Additional paid-in capital | 112,974,329 | 112,245,730 |
Accumulated deficit | (104,616,538) | (106,760,527) |
Noncontrolling interests | (577,139) | (553,465) |
Total stockholders’ equity | 8,100,436 | 6,328,220 |
Total liabilities, mezzanine equity, and stockholders’ equity | 76,445,171 | 61,571,741 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders’ equity: | ||
Preferred stock, value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 45,091,667 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 314,418,812 | 228,408,024 |
Common stock, shares outstanding | 314,418,812 | 228,408,024 |
Common stock, shares subscribed but unissued | 11,413 | 3,236,857 |
Series B Convertible Preferred Stock [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Mezzanine equity, par value | $ 0.001 | $ 0.001 |
Mezzanine equity, shares authorized | 4,908,333 | 0 |
Mezzanine equity, shares issued | 4,908,333 | 0 |
Mezzanine equity, shares outstanding | 4,908,333 | 0 |
Series A Convertible Preferred Stock [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues | $ 50,895,151 | $ 16,575,395 |
Revenues from related party | 29,029,249 | |
Total revenues | 50,895,151 | 45,604,644 |
Cost of revenues | 19,570,257 | 26,902,916 |
Gross profit | 31,324,894 | 18,701,728 |
Operating expenses: | ||
Personnel | 5,501,756 | 3,841,725 |
Marketing and promotion | 410,626 | 369,577 |
General and administrative | 9,899,367 | 8,818,929 |
Bad debts | 982,488 | 44,539,820 |
Goodwill write-downs | 2,662,669 | |
Total operating expenses | 16,794,237 | 60,232,720 |
Operating income (loss) | 14,530,657 | (41,530,992) |
Non-operating income (expenses): | ||
Interest expense | (9,810,475) | (12,718,952) |
Interest income | 156,345 | 467,798 |
Loss on debt settlements | (44,678) | (5,180) |
Earnings (losses) of equity investments | 98,813 | (30,334,503) |
Change in fair value of investments | (349,638) | (640,856) |
Other | (84,708) | 2,948,917 |
Total non-operating expenses, net | (10,034,341) | (40,282,776) |
Income (loss) before income taxes | 4,496,316 | (81,813,768) |
Provision for income taxes | 2,067,049 | 67,157 |
Net income (loss) | 2,429,267 | (81,880,925) |
Net income (loss) attributable to noncontrolling interests | 285,278 | (696,206) |
Net income (loss) attributable to MariMed Inc. | $ 2,143,989 | $ (81,184,719) |
Net income (loss) per share | ||
Basic | $ 0.01 | $ (0.39) |
Diluted | $ 0.01 | $ (0.39) |
Weighted average common shares outstanding | ||
Basic | 266,980,197 | 208,720,496 |
Diluted | 324,160,525 | 208,720,496 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Common Stock [Member] | Common Stock Subscribed But Not Issued [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Balances at December 31, 2019 at Dec. 31, 2018 | $ 211,013 | $ 169,123 | $ 87,180,165 | $ (25,575,808) | $ (220,032) | $ 61,764,461 |
Shares, Outstanding, Beginning Balance at Dec. 31, 2018 | 211,013,043 | 97,136 | ||||
Sales of common stock | $ 1,015 | 2,748,985 | 2,750,000 | |||
Sales of common stock, shares | 1,014,995 | |||||
Common stock issued for acquisitions | $ 2,520 | 2,468,317 | 837,002 | 3,307,839 | ||
Common stock issued for acquisitions, shares | 2,520,000 | |||||
Common stock issued for investments | $ 500 | 1,589,500 | 1,590,000 | |||
Common stock issued for investments, shares | 500,000 | |||||
Common stock issued to settle obligations | $ 173 | 125,871 | 126,044 | |||
Common stock issued to settle obligations, shares | 172,663 | |||||
Issuance of subscribed shares | $ 97 | $ (169,123) | 169,026 | |||
Issuance of subscribed shares, shares | 97,136 | (97,136) | ||||
Stock grants | $ 109 | $ 29,438 | 193,601 | 223,148 | ||
Stock grants, shares | 108,820 | 32,726 | ||||
Amortization of stock option grants | 1,457,684 | 1,457,684 | ||||
Amortization of stock option grants, shares | ||||||
Amortization of stand-alone warrant issuances | 391,932 | 391,932 | ||||
Stock forfeiture, shares | ||||||
Exercise of stock options | $ 3,062 | $ 22,000 | 422,438 | 447,500 | ||
Exercise of options, shares | 3,061,808 | 200,000 | ||||
Exercise of warrants | $ 686 | 611,755 | 612,441 | |||
Exercise of warrants, shares | 686,104 | |||||
Discount on debentures payable | 1,148,056 | 1,148,056 | ||||
Discount on promissory notes | 605,780 | 605,780 | ||||
Beneficial conversion feature on debentures payable | 4,235,469 | 4,235,469 | ||||
Conversion of debentures payable | $ 6,798 | $ 1,116,636 | 7,852,486 | 8,975,920 | ||
Conversion of debentures payable, shares | 6,798,339 | 3,004,131 | ||||
Settlement of promissory notes | $ 2,435 | 1,044,665 | 1,047,100 | |||
Settlement of promissory notes, shares | 2,435,116 | |||||
Distributions | (474,229) | (474,229) | ||||
Conversion of common stock to preferred stock, shares | ||||||
Conversion of promissory notes, shares | ||||||
Extinguishment of promissory note, shares | ||||||
Net income (loss) | (81,184,719) | (696,206) | (81,880,925) | |||
Balances at December 31, 2020 at Dec. 31, 2019 | $ 228,408 | $ 1,168,074 | 112,245,730 | (106,760,527) | (553,465) | 6,328,220 |
Shares, Outstanding, Ending Balance at Dec. 31, 2019 | 228,408,024 | 3,236,857 | ||||
Common stock issued for investments | ||||||
Common stock issued to settle obligations | $ 4,400 | 739,200 | 743,600 | |||
Common stock issued to settle obligations, shares | 4,400,000 | |||||
Issuance of subscribed shares | $ 3,237 | $ (1,168,074) | 1,164,837 | |||
Issuance of subscribed shares, shares | 3,236,857 | (3,236,857) | ||||
Stock grants | $ 98 | $ 5,365 | 15,996 | 21,459 | ||
Stock grants, shares | 97,797 | 11,413 | ||||
Stock forfeitures | $ (1,297) | 1,297 | ||||
Stock forfeiture, shares | (1,297,447) | |||||
Exercise of stock options | $ 550 | 75,450 | 76,000 | |||
Exercise of options, shares | 550,000 | |||||
Discount on debentures payable | 28,021 | 28,021 | ||||
Beneficial conversion feature on debentures payable | 379,183 | 379,183 | ||||
Conversion of debentures payable | $ 77,766 | 9,997,522 | 10,075,288 | |||
Conversion of debentures payable, shares | 77,766,559 | |||||
Distributions | (308,952) | (308,952) | ||||
Conversion of common stock to preferred stock | $ (4,908) | (14,720,092) | (14,725,000) | |||
Conversion of common stock to preferred stock, shares | (4,908,333) | |||||
Amortization of option grants | 969,136 | 969,136 | ||||
Issuance of stand-alone warrants | 2,179 | 2,179 | ||||
Issuance of warrants attached to debt | 708,043 | 708,043 | ||||
Conversion of promissory notes | $ 2,525 | 457,525 | 460,050 | |||
Conversion of promissory notes, shares | 2,525,596 | |||||
Extinguishment of promissory notes | $ 3,640 | 910,302 | 913,942 | |||
Extinguishment of promissory note, shares | 3,639,759 | |||||
Net income (loss) | 2,143,989 | 285,278 | 2,429,267 | |||
Balances at December 31, 2020 at Dec. 31, 2020 | $ 314,419 | $ 5,365 | $ 112,974,329 | $ (104,616,538) | $ (577,139) | $ 8,100,436 |
Shares, Outstanding, Ending Balance at Dec. 31, 2020 | 314,418,812 | 11,413 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net income (loss) attributable to MariMed Inc. | $ 2,143,989 | $ (81,184,719) |
Net income (loss) attributable to noncontrolling interests | 285,278 | (696,206) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation | 1,791,610 | 999,106 |
Asset writeoff | 84,708 | |
Amortization of intangibles | 390,481 | 197,500 |
Amortization of stock grants | 21,459 | 223,148 |
Amortization of option grants | 969,136 | 1,457,684 |
Amortization of stand-alone warrant issuances | 2,179 | 391,932 |
Amortization of warrants attached to debt | 1,090,754 | 2,455,964 |
Amortization of beneficial conversion feature | 3,243,446 | 5,242,483 |
Amortization of original issue discount | 339,791 | 183,867 |
Goodwill write-downs | 2,662,669 | |
Bad debt expense | 982,488 | 44,539,820 |
Loss on equity issued to settle obligations | 44,678 | 5,180 |
Loss (earnings) on equity investments | (98,813) | 30,334,503 |
Change in fair value of investments | 349,638 | 640,856 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (5,988,861) | (37,701,009) |
Deferred rents receivable | (143,356) | 299,559 |
Due from third parties | 9,937 | 1,355,746 |
Inventory | (5,611,142) | (495,394) |
Other current assets | (390,221) | (63,815) |
Other assets | 95,412 | (92,981) |
Accounts payable | 1,071,660 | 632,471 |
Accrued expenses | 2,419,155 | 3,436,024 |
Deferred rents payable | (105,901) | |
Operating lease payments | 53,706 | 529,434 |
Finance lease interest payments | 4,034 | (6,414) |
Other current liabilities | 219,157 | 858,176 |
Other liabilities | (238,000) | |
Net cash provided by (used in) operating activities | 3,380,303 | (24,138,317) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (4,687,795) | (9,668,521) |
Purchase of cannabis licenses | (255,000) | (308,815) |
Acquisitions | (211,823) | |
Investment in notes receivable | (2,680,000) | |
Receipts on notes receivable | 479,630 | 211,989 |
Due from related parties | 119,781 | |
Net cash used in investing activities | (4,463,165) | (12,537,389) |
Cash flows from financing activities: | ||
Issuance of common stock | 2,750,000 | |
Issuance of promissory notes | 6,549,763 | 19,760,000 |
Payments on promissory notes | (12,371,149) | |
Proceeds from issuance of debentures | 935,000 | 9,600,000 |
Proceeds from mortgages | 13,897,282 | |
Payments on mortgages | (5,102,862) | (200,081) |
Exercise of stock options | 76,000 | 97,500 |
Exercise of warrants | 612,441 | |
Due to related parties | (296,898) | 1,178,402 |
Finance lease principal payments | (34,957) | (13,954) |
Distributions | (308,952) | (474,229) |
Net cash provided by financing activities | 3,343,227 | 33,310,079 |
Net change to cash and cash equivalents | 2,260,365 | (3,365,627) |
Cash and cash equivalents at beginning of period | 738,688 | 4,104,315 |
Cash and cash equivalents at end of period | 2,999,053 | 738,688 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 3,267,199 | 1,294,810 |
Cash paid for income taxes | 1,171,324 | 52,126 |
Non-cash activities: | ||
Conversion of debentures receivable | 10,075,288 | 30,000,000 |
Exchange of common stock to preferred stock | 14,725,000 | |
Conversion of accrued interest to promissory notes | 3,908,654 | |
Issuance of common stock associated with subscriptions | 1,168,074 | 169,123 |
Common stock issued to settle debt | 913,942 | 1,047,100 |
Common stock issued to settle obligations | 698,922 | 120,864 |
Conversions of promissory note | 460,050 | |
Discount on promissory notes | 708,043 | 605,780 |
Beneficial conversion feature on debentures payable | 379,183 | 4,235,469 |
Discount on debentures payable | 28,021 | 1,148,056 |
Operating lease right-of-use assets and liabilities | 7,251,837 | |
Finance lease right-of-use assets and liabilities | 172,605 | |
Conversions of debentures payable | 8,975,920 | |
Common stock issued for acquisitions | 2,470,840 | |
Common stock issued for investments | 1,590,000 | |
Harvest payment | 1,000 | |
Conversion of notes receivable to investment | 257,687 | |
Conversion of advances to notes receivable | 855,913 | |
Exercise of options via the reduction of obligation | 350,000 | |
Cashless exercise of stock options | 1,762 | |
Reclass of accrued interest from notes payable | 127,450 | |
Reclass of accrued interest from debentures payable | $ 62,748 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS MariMed Inc. (the “Company”) is a multi-state operator in the United States cannabis industry. The Company develops, operates, manages, and optimizes over 300,000 square feet of state-of-the-art, regulatory-compliant facilities for the cultivation, production and dispensing of medicinal and recreational cannabis. The Company also licenses its proprietary brands of cannabis and hemp-infused products, along with other top brands, in several domestic markets and overseas. Upon its entry into the cannabis industry in 2014, the Company was an advisory firm that procured state-issued cannabis licenses on behalf of its clients, developed cannabis facilities which it leased to these newly-licensed companies, and provided industry-leading expertise and oversight in all aspects of their cannabis operations. The Company also provided its clients with as ongoing regulatory, accounting, real estate, human resources, and administrative services. In 2018, the Company made the strategic decision to transition from a consulting business to a direct owner of cannabis licenses and operator of seed-to-sale operations (hereinafter referred to as the “Consolidation Plan”). The Consolidation Plan calls for the acquisition of its cannabis-licensed clients located in Delaware, Illinois, Maryland, Massachusetts, and Nevada. In addition, the Consolidation Plan includes the potential acquisition of a Rhode Island asset. All of these acquisition are subject to state approval, and once consolidated, the entities will operate under the MariMed banner. To date, acquisitions of the licensed businesses in Massachusetts and Illinois have been completed and establish the Company as a fully integrated seed-to-sale multi-state operator, The acquisitions of the remaining entities located in Maryland, Nevada, and Delaware are at various stages of completion and subject to each state’s laws governing the ownership transfer of cannabis licenses, which in the case of Delaware requires a modification of current cannabis ownership laws to permit for-profit ownership. Meanwhile, the Company continues to expand these businesses and maximize the Company’s revenue from rental income, management fees, and licensing royalties. A goal in completing this transition from a consulting business to a direct owner of cannabis licenses and operator of seed-to-sale operations is to present a simpler, more transparent financial picture of the full breadth of the Company’s efforts, with a clearer representation of the revenues, earnings, and other financial metrics the Company has generated for its clients. The Company has played a key role in the successes of these entities, from the securing of their cannabis licenses, to the development of facilities that are models of excellence, to providing operational and corporate guidance. Accordingly, the Company believes it is well suited to own these facilities and manage the continuing growth of their operations. The Company has also created its own brands of cannabis flower, concentrates, and precision-dosed products utilizing proprietary strains and formulations. These products are developed by the Company in cooperation with state-licensed operators who meet the Company’s strict standards, including all natural—not artificial or synthetic—ingredients. The Company licenses its brands and product formulations only to certified manufacturing professionals who follow state cannabis laws and adhere to the Company’s precise scientific formulations and trademarked product recipes. The Company’s proprietary cannabis genetics produce flowers and concentrates under the brand name Nature’s Heritage™, and cannabis-infused products under the brand names Kalm Fusion®, in the form of chewable tablets and drink powder mixes, and the award-winning 1 2 The Company also has exclusive sublicensing rights in certain states to distribute the Binske® line of cannabis products crafted from premium artisan ingredients, the Healer™ line of medical full-spectrum cannabis tinctures, and the clinically tested medicinal cannabis strains developed in Israel by global medical cannabis research pioneer Tikun Olam™. The Company intends to continue licensing and distributing its brands as well as other top brands in the Company’s current markets and in additional legal markets worldwide. In March 2020, the World Health Organization declared the outbreak of COVID-19 a global pandemic. The spread of the virus in the United States and the measures implemented to contain it—including business shutdowns, indoor capacity restrictions, social distancing, and diminished travel—have negatively impacted the economy and have created significant volatility and disruption in financial markets. Consequently, the Company’s implementation of its aforementioned Consolidation Plan has been delayed. Additionally, while the cannabis industry has been deemed an essential business, and is not expected to suffer severe declines in revenue, the Company’s business, operations, financial condition, and liquidity have been impacted, as further discussed in this report. The Company’s stock is quoted on the OTCQX market under the ticker symbol MRMD. The Company was incorporated in Delaware in January 2011 under the name Worlds Online Inc. Initially, the Company developed and managed online virtual worlds. By early 2014, this line of business effectively ceased operating, and the Company pivoted into the legal cannabis industry. 1 2 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
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”). 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 the following majority-owned subsidiaries: SCHEDULE OF MAJORITY OWNED SUBSIDIARIES Subsidiary: Percentage MariMed Advisors Inc. 100.0% Mia Development LLC 89.5% Mari Holdings IL LLC 100.0% Mari Holdings MD LLC 97.4% Mari Holdings NV LLC 100.0% Hartwell Realty Holdings LLC 100.0% iRollie LLC 100.0% ARL Healthcare Inc. 100.0% KPG of Anna LLC 100.0% KPG of Harrisburg LLC 100.0% MariMed Hemp Inc. 100.0% MediTaurus LLC 70.0% 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. The Company’s cash and cash equivalents are maintained with recognized financial institutions located in the United States. In the normal course of business, the Company may carry balances with certain financial institutions that exceed federally insured limits. The Company has not experienced losses on balances in excess of such limits and management believes the Company is not exposed to significant risks in that regard. Accounts Receivable Accounts receivable consist of trade receivables and are carried at their estimated collectible amounts. The Company provides credit to its clients in the form of payment terms. The Company limits its credit risk by performing credit evaluations of its clients and maintaining a reserve, if deemed necessary, for potential credit losses. Such evaluations include the review of a client’s outstanding balances with consideration towards such client’s historical collection experience, as well as prevailing economic and market conditions and other factors. Based on such evaluations, the Company maintained a reserve of approximately $ 40.0 39.7 Bad Debts Inventory Inventory is carried at the lower of cost or net realizable value, with the cost being determined on a first-in, first-out (FIFO) basis. The Company allocates a certain percentage of overhead cost to its manufactured inventory; such allocation is based on square footage and other industry-standard criteria. The Company reviews physical inventory for obsolescence and/or excess and will record a reserve if necessary. As of the date of this report, no reserve was deemed necessary. Investments Investments are comprised of equity holding of private companies. These investments are recorded at fair value on the Company’s consolidated balance sheet, with changes to fair value included in income. Investments are evaluated for permanent impairment and are written down if such impairments are deemed to have occurred. Revenue Recognition The Company recognizes revenue in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) 606, Revenue from Contract with Customers, ● Identify the contract(s) with a customer; ● Identify the performance obligations in the contract(s); ● Determine the transaction price; ● Allocate the transaction price to the performance obligations in the contract(s); and ● Recognize revenue as the performance obligation is satisfied. Additionally, when another party is involved in providing goods or services to the Company’s clients, a determination is made as to who—the Company or the other party—is acting in the capacity as the principal in the sale transaction, and who is merely the agent arranging for goods or services to be provided by the other party. The Company is typically considered the principal if it controls the specified good or service before such good or service is transferred to its client. The Company may also be deemed to be the principal even if it engages another party (an agent) to satisfy some of the performance obligations on its behalf, provided the Company (i) takes on certain responsibilities, obligations and risks, (ii) possesses certain abilities and discretion, or (iii) other relevant indicators of the sale. If deemed an agent, the Company would not recognize revenue for the performance obligations it does not satisfy. The Company’s main sources of revenue are comprised of the following: ● Product Sales – direct sales of cannabis and cannabis-infused products by the Company’s dispensary and wholesale operations in Massachusetts and Illinois, and sales of hemp and hemp-infused products by the Company’s hemp division. In 2019, this division participated in one-time sales of acquired hemp seed inventory, as further explained in Note 17 – Related Party Transactions ● Real Estate – rental income and additional rental fees generated from leasing of the Company’s state-of-the-art, regulatory-compliant cannabis facilities to its cannabis-licensed clients. Rental income is generally a fixed amount per month that escalates over the respective lease terms, while additional rental fees are based on a percentage of tenant revenues that exceed specified amounts. ● Management – fees for providing the Company’s cannabis clients with comprehensive oversight of their cannabis cultivation, production, and dispensary operations. These fees are based on a percentage of such clients’ revenue, and are recognized after services have been performed. ● Supply Procurement – the Company maintains volume discounts with top national vendors of cultivation and production resources, supplies, and equipment, which the Company acquires and resells to its clients or third parties within the cannabis industry. The Company recognizes this revenue after the delivery and acceptance of goods by the purchaser. ● Licensing – revenue from the sale of precision-dosed, cannabis-infused products—such as Kalm Fusion®, Nature’s Heritage™, and Betty’s Eddies®—to regulated dispensaries throughout the United States and Puerto Rico. The recognition of this revenue occurs when the products are delivered. 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, forty the remaining duration of the related lease seven ten ten 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 from the undiscounted future cash flows of such asset over the anticipated holding period. An impairment loss is measured by the excess of the asset’s carrying amount over its estimated fair value. Impairment analyses are based on management’s current plans, asset holding periods, and currently available market information. 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 years ended December 31, 2020 and 2019, based on the results of management’s impairment analyses, there were no Leases The consolidated financial statements reflect the Company’s adoption of ASC 842, Leases ASC 842 is intended to improve financial reporting of leasing transactions. The most prominent change from previous accounting guidance is the requirement to recognize right-of-use assets and lease liabilities on the consolidated balance sheet representing the rights and obligations created by operating leases that extend more than twelve months in which the Company is the lessee. The Company elected the package of practical expedients permitted under ASC 842. Accordingly, the Company accounted for its existing operating leases that commenced before the effective date as operating leases under the new guidance without reassessing (i) whether the contracts contain a lease, (ii) the classification of the leases (iii) the accounting for indirect costs as defined in ASC 842. The Company determines if an arrangement is a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Non-lease components within lease agreements are accounted for separately. Right-of-use assets and obligations are recognized at the commencement date based on the present value of lease payments over the lease term, utilizing the Company’s incremental borrowing rate. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Impairment of Long-Lived Assets The Company evaluates the recoverability of its fixed assets and other assets in accordance with 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 using the Black-Scholes pricing model and employing several inputs such as the expected life of instrument, the exercise price, the expected risk-free interest rate, the expected dividend yield, the value of the Company’s common stock on issuance date, and the expected volatility of such common stock. The following table summarizes the range of inputs used by the Company during the prior two fiscal years: SCHEDULE OF ASSUMPTIONS USED 2020 2019 Life of instrument 0.8 4.3 1.5 4.0 Volatility factors 1.059 1.180 1.039 1.106 Risk-free interest rates 0.26% 1.3% 1.42% 2.28% Dividend yield 0% 0% The expected life of an instrument is calculated using the simplified method pursuant to Staff Accounting Bulletin Topic 14, Share-Based Payment The Company amortizes the fair value of option and warrant issuances on a straight-line basis over the requisite service period of each instrument. 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 uses the asset and liability method to account 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 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 December 31, 2020 and 2019, there were 26,722,918 18,051,357 1.3 10.0 350,000 For the year ended December 31, 2020, all such potentially dilutive securities were convertible into approximately 57.2 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 the 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. Beneficial Conversion Features on Convertible Debt Convertible instruments that are not bifurcated as a derivative pursuant to ASC 815, Derivatives and Hedging A beneficial conversion feature is a nondetachable conversion feature that is “in-the-money” at the commitment date. The in-the-money portion, also known as the intrinsic value of the option, is recorded in equity, with an offsetting discount to the carrying amount of convertible debt to which it is attached. The discount is amortized to interest expense over the life of the debt with adjustments to amortization upon full or partial conversions of the debt. 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. Going Concern In connection with the preparation of its financial statements for the years ended December 31, 2020 and 2019, the Company’s management evaluated the Company’s ability to continue as a going concern in accordance with the ASU 2014-15, Presentation of Financial Statements–Going Concern (Subtopic 205-40) As part of its evaluation, management assessed known events, trends, commitments, and uncertainties, which included the profitability of the Company and the cash flow generated by its operations, the amount of capital recently and/or in the process of being raised, the current level of investment within the cannabis industry, the stock price movement of public cannabis companies, the actions and/or financial results of certain bellwether cannabis companies, the measure of cannabis investor confidence, and the changes to state laws with respect to adult-use recreational and medical cannabis use. For the year ended December 31, 2020, operating income increased to approximately $ 14.5 million compared to an operating loss of approximately $ 41.5 million in 2019. In addition, working capital at December 31, 2020 improved by approximately $ 27.2 million from the previous year. Subsequent to December 31, 2020, the Company consummated a financing transaction for up to $ 46.0 23.0 Subsequent Events Based on its evaluation, coupled with the aforementioned operating results and financing transaction, management believes that it has completely mitigated the circumstance that led to a doubt with respect to the Company’s ability to continue as a going concern which existed at the time of the filing of the Company’s prior year’s report. Recent Accounting Pronouncements The Company has reviewed all 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. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
ACQUISITIONS | NOTE 3 – ACQUISITIONS KPG of Anna LLC and KPG of Harrisburg LLC Effective October 1, 2019, the Illinois Department of Financial and Professional Regulation approved the Company’s acquisition of (i) 100% 40% 1,000,000 The acquisition was accounted for in accordance with ASC 805. The following table summarizes the allocation of the purchase price to the fair value of the assets acquired and liabilities assumed on the acquisition date: SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED ON ACQUISITION Cash and cash equivalents $ 443,980 Inventory 113,825 Intangibles 2,067,727 Minority interests 138,356 Accounts payable (642,033 ) Accrued expenses (186,005 ) Due to third parties (1,020,850 ) Total fair value of consideration $ 915,000 Since the date of acquisition, the KPGs have contributed approximately $ 30.7 6.8 Consolidated unaudited pro forma results of operations for the Company are presented below for the year ended December 31, 2019 assuming this October 2019 acquisition had occurred at January 1, 2019, the beginning of the reporting period of these financial statements. Consolidated results are unchanged for the year ended December 31, 2020. SCHEDULE OF UNAUDITED PRO FORMA RESULTS OF OPERATIONS Total revenues $ 48,444,052 Net income (loss) $ (81,705,403 ) Net income (loss) per share $ (0.39 ) Pro forma financial information is not necessarily indicative of the Company’s actual results if the transaction had been completed during the periods reflected above, nor is it necessarily an indication of future operating results. Amounts do not include any operating efficiencies or costs savings that the Company would have been able to achieve. The Harvest Foundation LLC In August 2019, the Company entered into a purchase agreement to acquire 100% The purchase price is comprised of the issuance of (i) 1,000,000 shares of the Company’s common stock, in the aggregate, to two owners of Harvest, which as a good faith deposit, were issued upon execution of the purchase agreement, (ii) $ 1.2 million of the Company’s common stock at closing, based on the closing price of the common stock on the day prior to legislative approval of the transaction, and (iii) warrants to purchase 400,000 shares of the Company’s common stock at an exercise price equal to the closing price of the Company’s common stock on the day prior to legislative approval of the transaction. The issued shares were recorded at par value. Such shares are restricted and will be returned to the Company in the event the transaction does not close by a date certain. Kind Therapeutics USA Inc. In the fall of 2016, the members of Kind Therapeutics USA Inc., the Company’s cannabis-licensed client in Maryland that holds licenses for the cultivation, production, and dispensing of medical cannabis (“Kind”), and the Company agreed to a partnership/joint venture whereby Kind would be owned 70% 30% 100% 6.3 million in cash, 2,500,000 shares of the Company’s common stock, and other consideration. The acquisition is subject to approval by the MMCC, which will be applied for following the resolution of the litigation with Kind discussed below. Also in December 2018, (i) MariMed Advisors Inc., the Company’s wholly owned subsidiary, and Kind entered into a management services agreement to provide Kind with comprehensive management services in connection with the business and operations of Kind (“the MSA”), and (ii) Mari Holdings MD LLC, the Company’s majority-owned subsidiary, entered into a 20-year lease with Kind for Kind’s utilization of the Company’s 180,000 square foot cultivation and production facility in Hagerstown, MD (“the Lease”), which the Company purchased, designed, and developed for occupancy and use by Kind commencing in late 2017. Additionally, in October 2019, Mari Holdings MD LLC purchased a 9,000 square foot building in Anne Arundel County, MD, which is currently under constructions, for the development of a dispensary which would be leased to Kind. In 2019, the members of Kind sought to renegotiate the terms of the MOU and has subsequently sought to renege on both the original partnership/joint venture and the MOU. The Company engaged with Kind in good faith in an attempt to reach updated terms acceptable to both parties, however Kind failed to reciprocate in good faith, resulting in an impasse. Incrementally, both parties through counsel further sought to resolve the impasse, however such initiative resulted in both parties commencing legal proceedings. As a result, the consummation of this acquisition has been delayed and may not ultimately be completed. The litigation is further discussed in Note 21 – Commitments and Contingencies MediTaurus LLC In May 2019, the Company entered into a purchase agreement to acquire MediTaurus LLC (“MediTaurus”), a company formed and owned by Jokubas Ziburkas PhD, a neuroscientist and leading authority on CBD and its interactions with the brain and endocannabinoid system. MediTaurus currently operates in the United States and Europe and has developed proprietary CBD formulations sold under its Florance™ brand. Pursuant to the purchase agreement, the Company acquired 70% 2.8 720,000 520,000 2,080,000 30% The acquisition was accounted for in accordance with ASC 10. The following table summarizes the allocation, adjusted in September 2019, of the purchase price to the fair value of the assets acquired and liabilities assumed on the acquisition date: SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED ON ACQUISITION Cash and cash equivalents $ 64,196 Accounts receivable 5,362 Inventory 519,750 Goodwill 2,662,669 Accounts payable (777 ) Total value of MediTaurus 3,251,200 Noncontrolling interests in MediTaurus (975,360 ) Total fair value of consideration $ 2,275,840 Based on a valuation of MediTaurus in late 2019, the goodwill recorded in connection with the transaction was written off. AgriMed Industries of PA LLC In July 2018, the Company entered into a purchase agreement to acquire 100% 8 In May 2019, the dispute between the parties was resolved through the cash payment to the Company of $ 3.1 2,949,000 Other Non-Operating Income |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of Investments [Abstract] | |
INVESTMENTS | NOTE 4 – INVESTMENTS At December 31, 2020 and 2019, the Company’s investments were comprised of the following: SCHEDULE OF INVESTMENTS 2020 2019 Current investments: Flowr Corp. (formerly Terrace Inc.) $ 1,357,193 $ 1,449,144 Total current investments $ 1,357,193 $ 1,449,144 Non-current investments: MembersRSVP LLC 1,165,788 1,066,975 Chooze Corp. - 257,686 Total non-current investments 1,165,788 1,324,661 Total investments $ 2,522,981 $ 2,773,805 Flowr Corp. (formerly Terrace Inc.) In May 2019, the Company issued 500,000 1.59 8.95% In November 2019, the common stock of Terrace commenced public trading on the Toronto Stock Venture Exchange. In accordance with ASC 321, Investments – Equity Securities In December 2020, Flowr Corp. (TSX.V: FLWR; OTC: FLWPF), a Toronto-headquartered cannabis company with operations in Canada, Europe, and Australia (“Flowr”), acquired Terrace. Under the terms of the deal, each shareholder of Terrace received 0.4973 During the years ended December 31, 2020 and 2019, the decrease in fair value of this investment of approximately $ 92,000 141,000 Change In Fair Value Of Investments MembersRSVP LLC In August 2018, the Company invested $ 300,000 378,259 915,000 23% During the years ended December 31, 2020 and 2019, the investment was accounted for under the equity method. Accordingly, the Company recorded earnings of approximately $ 99,000 105,000 1,215,000 49,000 1,166,000 In January 2021, the Company and MRSVP entered into an agreement whereby the Company assigned and transferred membership interests comprising an 11% 12% As part of the agreement, the Company relinquished its right to appoint a member to the board of MRSVP. In light of the Company no longer having the ability to exercise significant influence over MRSVP, the investment shall no longer be accounted for under the equity method—the Company’s share of MRSVP’s future earnings or losses shall not be recorded, and the earnings and losses previously recorded will remain part of the carrying amount of the investment. Chooze Corp. In January 2019, the entire principal and accrued interest balance of a note receivable of approximately $ 258,000 2.7% 258,000 Change In Fair Value Of Investments GenCanna Global Inc. In February 2019, the Company converted $ 30.0 229,000 33.5% In late January 2020, an involuntary bankruptcy proceeding under Chapter 11 was filed against GenCanna USA, GenCanna’s wholly-owned operating subsidiary, with the U.S. Bankruptcy Court in the Eastern District of Kentucky (the “Bankruptcy Court”). In February 2020, GenCanna USA, under pressure from certain of its creditors including MGG Investment Group LP, GenCanna’s senior lender (“MGG”), agreed to convert the involuntary bankruptcy proceeding into a voluntary Chapter 11 proceeding. In addition, GenCanna and GenCanna USA’s subsidiary, Hemp Kentucky LLC (collectively with GenCanna and GenCanna USA, the “GenCanna Debtors”), filed voluntary petitions under Chapter 11 in the Bankruptcy Court. As the aforementioned proceedings had occurred prior to the Company’s filing of its financial statements for the year ended December 31, 2019, the Company recorded a charge to net income of approximately $ 30.2 Earnings (Losses) on Equity Investments Commitments and Contingencies Iconic Ventures Inc. In December 2018, the Company purchased a 10% 500,000 In 2019, the Company wrote off the investment after an impairment review. The charge of $ 500,000 Change In Fair Value Of Investments Binske ® In July 2019, the Company entered into a licensing agreement for the exclusive manufacturing and distribution in seven eastern U.S. states of the Binske ® 10.0% 12.5% ® No |
DEFERRED RENTS RECEIVABLE
DEFERRED RENTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Rents Receivable | |
DEFERRED RENTS RECEIVABLE | NOTE 5 – DEFERRED RENTS RECEIVABLE The Company is the lessor under several operating leases which contain rent holidays, escalating rents over time, options to renew, requirements to pay property taxes, insurance and/or maintenance costs, and contingent rental payments based on a percentage of monthly tenant revenues. The Company is not the lessor under any finance leases. The Company recognizes fixed rental receipts from such lease agreements on a straight-line basis over the expected lease term. Differences between amounts received and amounts recognized are recorded under Deferred Rents Receivable The Company leases the following owned properties: ● Delaware – a 45,000 commenced in 2017 expires in 2035 ● Maryland – a 180,000 commenced 2018 expires in 2037 ● Massachusetts – a 138,000 commenced in 2017 expires in 2022 ● Illinois – two 3,400 20 commenced in 2018 Acquisitions The Company subleases the following property: ● Delaware – 4,000 lease expiring in 2021 with a five-year option to extend As of December 31, 2020 and 2019, cumulative fixed rental receipts under such leases approximated $ 13.9 million and $ 9.5 million, respectively, compared to revenue recognized on a straight-line basis of approximately $ 15.8 million and $ 11.3 million. Accordingly, the deferred rents receivable balances at December 31, 2020 and 2019 approximated $ 1.9 million and $ 1.8 million, respectively. Future minimum rental receipts for non-cancelable leases and subleases as of December 31, 2020 were: SCHEDULE OF FUTURE MINIMUM RENTAL RECEIPTS FOR NON-CANCELABLE LEASES AND SUBLEASES 2021 $ 4,667,497 2022 4,590,656 2023 4,292,769 2024 4,348,027 2025 4,412,299 Thereafter 39,578,055 Total $ 61,889,303 In February 2021, the Company entered into a five -year lease agreement for a 12,000 square foot premises located in Wilmington, DE which the Company intends to develop into a cannabis production facility with offices, and sublease to its cannabis-licensed client in this state. The lease contains an option to negotiate an extension at the end of the lease term. |
NOTES RECEIVABLE
NOTES RECEIVABLE | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
NOTES RECEIVABLE | NOTE 7 – NOTES RECEIVABLE At December 31, 2020 and 2019, notes receivable were comprised of the following: SCHEDULE OF NOTES RECEIVABLE 2020 2019 First State Compassion Center $ 468,985 $ 527,261 Healer LLC 899,226 846,985 High Fidelity Inc. 254,919 252,873 Maryland Health & Wellness Center Inc. - 323,526 Total notes receivable 1,623,130 1,950,645 Notes receivable, current portion 658,122 311,149 Notes receivable, less current portion $ 965,008 $ 1,639,496 The Company’s cannabis-licensed client in Delaware, First State Compassion Center, issued a 10 700,000 12.5% 10,000 66,000 58,000 Notes Receivable, Current Portion From August 2018 to June 2019, the Company loaned an aggregate of $ 800,000 to Healer LLC (“Healer”), an entity that provides cannabis education, dosage programs, and products developed by Dr. Dustin Sulak, an integrative medicine physician and nationally renowned cannabis practitioner. Healer issued promissory notes to the Company for the aggregate amount loaned that bear interest at 6% per annum, with principal and interest payable on maturity dates three years from the respective loan dates. At December 30, 2020, the current portion of this loan approximated $ 337,000 . No portion was current at December 31, 2019. In March 2021, the Company was issued a revised promissory note from Healer replacing the previous promissory notes on these loans as discussed in Note 22 – Subsequent Events In August 2019, the Company loaned $ 250,000 10.0% In January 2019, the Company provided Maryland Health & Wellness Center Inc. (“MHWC”), an entity that has been pre-approved by the state of Maryland for a cannabis dispensing license, with a $ 300,000 8% |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 8 – INVENTORY At December 31, 2020 and 2019, inventory was comprised of SCHEDULE OF INVENTORY 2020 2019 Plants $ 3,352,425 $ 395,167 Ingredients and other raw materials 176,338 225,620 Work-in-process 468,377 80,476 Finished goods 2,833,431 518,166 Total inventory $ 6,830,571 $ 1,219,429 The anticipated year-over-year increase of inventory is based on the Company’s implementation of its aforementioned Consolidation Plan whereby it is transitioning from a management and advisory firm in the cannabis space, to a cannabis licensee and direct owner of cannabis cultivation, manufacturing, and dispensary operations. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 9 – PROPERTY AND EQUIPMENT At December 31, 2020 and 2019, property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT 2020 2019 Land $ 3,988,810 $ 3,887,710 Buildings and building improvements 29,309,856 27,063,235 Tenant improvements 8,844,974 7,762,991 Furniture and fixtures 619,880 299,645 Machinery and equipment 4,620,924 4,086,691 Construction in progress 3,140,807 2,827,940 50,525,251 45,928,212 Less: accumulated depreciation (4,888,722 ) (3,135,843 ) Property and equipment, net $ 45,636,529 $ 42,792,369 During the years ended December 31, 2020 and 2019, additions to property and equipment approximated $ 4.7 million and $ 9.7 million, respectively. The 2020 additions were primarily comprised of (i) construction in Mt. Vernon, IL, and (ii) machinery and equipment purchases for facilities in Massachusetts, Maryland, Illinois, and Delaware. The 2019 additions consisted primarily of (i) the commencement of construction in Milford, DE and Annapolis, MD, (ii) the continued buildout of properties in Hagerstown, MD, New Bedford, MA, and Middleborough, MA, and (ii) improvements to the Wilmington, DE and Las Vegas, NV properties. During 2020, the Company disposed of an asset with a cost of approximately $ 91,000 6,000 85,000 Other Non-Operating Expenses The 2020 and 2019 construction in progress balances of approximately $ 3.1 million and $ 2.8 million, respectively, consisted of the commencement of construction of properties in Milford, DE and Annapolis, MD. Depreciation expense for the year ended December 31, 2020 and 2019 approximated $ 1.8 1.0 |
INTANGIBLES
INTANGIBLES | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLES | NOTE 10 – INTANGIBLES At December 31, 2020 and 2019, intangible assets were comprised of (i) the carrying value of cannabis license fees, and (i) goodwill arising from the Company’s acquisition of the KPGs and Mari-IL as discussed in Note 3 – Acquisitions The Company’s cannabis licenses are issued from the states of Illinois and Massachusetts and require the payment of annual fees. These fees, comprised of a fixed component and a variable component based on the level of operations, are capitalized and amortized over the respective twelve-month periods. At December 31, 2020 and 2019, the carrying value of these cannabis licenses approximated $ 161,000 296,000 The goodwill associated with the acquisition of the KPGs and Mari-IL is reviewed on a quarterly basis for impairment. Since the date of acquisition, the KPGs have contributed approximately $ 30.7 6.8 2.1 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 11 – DEBT Mortgages Payable At December 31, 2020 and 2019, mortgage balances, including accrued but unpaid interest, were comprised of the following: SCHEDULE OF MORTGAGES PAYABLE 2020 2019 Bank of New England – Massachusetts properties $ 12,834,090 $ 4,825,226 Bank of New England – Delaware property 1,575,658 1,682,275 DuQuoin State Bank – Illinois properties 814,749 829,229 South Porte Bank – Illinois property 906,653 - Total mortgages payable 16,131,150 7,336,730 Mortgages payable, current portion (1,387,014 ) (223,888 ) Mortgages payable, less current portion $ 14,744,136 $ 7,112,842 In November 2017, the Company entered into a 10 4,895,000 138,000 70,000 2% 6.25% 2% 6.25% 4.8 13.0 6.5% matures in August 2025 7.2 12.8 335,000 4.8 94,000 The Company maintains another mortgage with Bank of New England for the 2016 purchase of a 45,070 mortgage matures in 2031 5.25% 1.5% 5.25% 1,576,000 1,682,000 114,000 105,000 In May 2016, the Company entered into a mortgage agreement with DuQuoin State Bank (“DSB”) for the purchase of two properties which the Company developed into two 3,400 th 6.75% 815,000 829,000 31,000 24,000 In February 2020, the Company entered into a mortgage agreement with South Porte Bank for the purchase and development of a property in Mt. Vernon, IL. Pursuant to two amendments to the mortgage agreement, the Company is making interest-only monthly payments at a rate of 5.5% maturity date of March 31, 2021 Notes Payable In February 2020, pursuant to an exchange agreement as further described in Note 13 – Mezzanine Equity 4.4 16.5% maturing in August 2021 The Company has the right to extend the maturity date through February 2022 upon payment of an extension fee equal to 2.5% of the principal amount of the loan. no 186,000 In June 2019, the Company and MariMed Hemp, its wholly-owned subsidiary, issued a secured promissory note in the principal amount of $ 10.0 Related Party Transactions 1.5 maturity date of January 31, 2020 As part of the $10M Note transaction, the Company issued three-year 375,000 4.50 601,000 523,000 9.9 The Company entered into an amendment agreement with the Noteholder in February 2020, whereby the Company and MariMed Hemp issued an amended and restated promissory note maturing in June 2020 11,500,000 (the “$11.5M Note”), comprised of the principal amount of the $10M Note and the $1.5M Payment. 15% 3,000,000 The Company entered into a second amendment agreement with the Noteholder in June 2020, whereby (i) $ 352,000 of outstanding principal of the $11.5M Note was converted into 1,900,000 shares of the Company’s common stock (which did not result in a material extinguishment gain or loss as the conversion price was near the price of the Company’s common stock on the agreement date), and (ii) the Company and MariMed Hemp issued a second amended and restated promissory note in the principal amount of approximately $ 8.8 million (the “$8.8M Note”), comprised of the outstanding principal and unpaid interest balances of the $11.5M Note, plus an extension fee of approximately $ 330,000 . In addition, the Company issued three-year warrants to the Noteholder to purchase 750,000 shares of common stock at an exercise price of $ 0.50 per share. The fair value of these warrants on the issuance date of approximately $ 66,000 was recorded as a discount to the $8.8M Note, to be amortized to interest expense over the life of the $8.8M Note. The $8.8M Note bears interest at a rate of 15% matures in June 2022 4,000,000 10% 250,000 600,000 405,000 4.2 The $8.8M Note is secured by a first priority security interest in the assets of certain of the Company’s subsidiaries and brands, and a pledge of the Company’s ownership interest in certain of its subsidiaries. The Noteholder has the option to convert the $8.8M Note, in whole or in part, into shares of the Company’s common stock at a conversion price of $ 0.30 , subject to certain conversion limitations. This non-detachable conversion feature of the $8.8M Note had no no In April 2019, MariMed Hemp issued a secured promissory note in the principal amount of $ 1,000,000 Related Party Transactions 180,000 30,000 15% 500,000 500,000 467,000 30,000 In March 2019, the Company raised $ 6.0 13% 900,000 Related Party Transactions The $6M Note’s initial maturity date of December 31, 2019 was extended to April 2020 300,000 The Company and the Holding Party entered into a note extension agreement in April 2020 (the “Initial Extension Agreement”) pursuant to which (i) the $6M Note’s due date was extended to September 2020, and the $6M Note was modified to include unpaid accrued interest of $ 845,000 10% 900,000 12% 900k 20,100 460,050 2,525,596 In September 2018, the Company raised $ 3.0 10% March 2020 extended for an additional six months in accordance with its terms, with the interest rate increasing to 12% per annum during the extension period. Pursuant to the Initial Extension Agreement, the maturity date of the $3M Note was extended to December 2020. In consideration of the Initial Extension Agreement, the Company (i) paid the Holding Party a fee of $ 50,000 security interest in the Company’s properties in Maryland to secure each note held by the Holding Party, and (iii) granted the Holding Party certain security interests in equity interests held by the Company. Each of the notes held by the Holding Party provides for cross-default and imposes certain covenants on the Company, all of which were complied with as of December 31, 2020. As part of the $3M Note transaction, the Company issued three-year warrants to the Holding Party’s designees to purchase 750,000 1.80 1,511,000 882,000 629,000 9 1.5 In October 2020, the Company and the Holding Party entered into a second note extension agreement (the “Second Extension Agreement”) whereby the Company (i) paid $ 1 333,000 5,845,000 The Amended Notes bear interest at a rate of 12% mature in September 2022 If all principal and accrued interest on either or both of the Amended Notes are not paid on or prior to their respective maturity dates, the Holding Party shall have the right, exercisable in its sole discretion at any time from September 2022 through March 2023, to convert all or a portion of the principal and interest owed into shares of the Company’s common stock at a conversion price equal to the average closing price for the 20 consecutive trading days prior to the date of conversion. 400,000 3.0 The New $3M Note can be prepaid in whole or in part without penalty only after the $5.8M Note has been fully repaid. In consideration of the Second Extension Agreement, the Company (i) issued four-year warrants to the Holding Party’s designees to purchase up to 5,000,000 0.25 100,000 573,000 75,000 8.3 1.9 In addition to the above transactions, the Company (i) was carrying $ 1,380,000 of principal on promissory notes at the start of the reporting period (the “Existing Notes”), and (ii) raised $ 2,100,000 and $ 2,760,000 during the year ended December 31, 2020 and 2019, respectively, from the issuance of promissory notes to accredited investors bearing interest at rates ranging from 6.5% to 18% per annum, and maturing in 2021 (the “Third Party Notes”). During 2019, $ 950,000 of the Existing Notes was retired by the Company through the issuance of common stock at a conversion price equal to the market price of the Company’s common stock on the conversion date of $ 0.43 per share. No Existing Notes were retired in 2020. Of the Third Party Notes, in 2020, $ 2,800,000 was repaid and $ 500,000 was retired through the issuance of common stock at a conversion price equal to the market price of the Company’s common stock on the conversion date of $ 0.32 per share; no Third Party Notes were retired in 2019. Accordingly, at December 31, 2020 and 2019, $ 430,000 of the Existing Notes were outstanding in both years, and $ 1,560,000 and $ 2,760,000, respectively, of the Third Party Notes were outstanding. In March 2021 the Company paid down the $ 4.4 1 3 5.8 Subsequent Events Debt Maturities As of December 31, 2020, the aggregate scheduled maturities of the Company’s total debt outstanding, inclusive of the promissory notes and mortgages described within this Note 11 – Debt – Debentures Payable, SCHEDULE OF AGGREGATE MATURITIES OF DEBT OUTSTANDING 2021 $ 11,546,190 2022 11,673,153 2023 549,894 2024 582,913 2025 623,190 Thereafter 12,497,217 Total 37,472,557 Less discounts (767,550 ) $ 36,705,007 |
DEBENTURES PAYABLE
DEBENTURES PAYABLE | 12 Months Ended |
Dec. 31, 2020 | |
Debentures Payable | |
DEBENTURES PAYABLE | NOTE 12 – DEBENTURES PAYABLE In a series of transactions from the period October 2018 through February 2020, the Company sold an aggregate of $ 21.0 SCHEDULE OF DEBENTURE TRANSACTION Issue Maturity Initial Interest Issue Warrant Beneficial Conv. Converted To Common Stk. Outstanding 10/17/18 10/16/20 $ 5,000,000 6.0 % 1.0 % $ 457,966 $ 1,554,389 $ 5,000,000 $ - 11/07/18 11/06/20 5,000,000 6.0 % 1.0 % 599,867 4,015,515 5,000,000 - 05/08/19 05/07/21 5,000,000 6.0 % 1.0 % 783,701 2,537,235 5,000,000 - 06/28/19 06/27/21 2,500,000 0.0 % 7.0 % 145,022 847,745 2,200,000 300,000 08/20/19 08/19/21 2,500,000 0.0 % 7.0 % 219,333 850,489 2,500,000 - 02/21/20 02/20/21 1,000,000 6.5 % 6.5 % 28,021 379,183 - 1,000,000 The holder of the $21M Debentures (the “Holder”) has the right at any time to convert all or a portion of the $21M Debentures, along with accrued and unpaid interest, into the Company’s common stock at conversion prices equal to 80% 4.99% The Company has the right to redeem all or a portion of the $21M Debentures, along with accrued and unpaid interest, at a 10% Upon a change in control transaction, as defined, the Holder may require the Company to redeem all or a portion of the $21M Debentures at a price equal to 110% In conjunction with the issuance of the $21M Debentures, the Company issued the Holder three-year warrants 1,354,67 0.75 5.50 180,000 0.75 2.2 Based on the conversion prices of the $21M Debentures in relation to the market value of the Company’s common stock, the $21M Debentures provided the Holder with a beneficial conversion feature, as the embedded conversion option was in-the-money on the commitment date. The aggregate intrinsic value of the beneficial conversion feature of approximately $ 10.2 Pursuant to the terms of a registration rights agreement with the Holder, entered into concurrently with the SPA, the Company agreed to provide the Holder with certain registration rights with respect to any potential shares issued pursuant to the terms of the SPA and the $21M Debentures. An addendum to the SPA stipulates that the Holder has agreed not to undertake a conversion of all or a portion of the $21M Debentures that would require the Company to issue more shares than the amount of available authorized shares at the time of conversion, which amount of authorized shares shall not be less than the current authorized number of 500 million shares of common stock The Holder converted, in several transactions from November 2018 through December 2020, an aggregate of $ 19.7 777,000 88,093,390 0.11 3.06 9.7 365,000 77,766,559 0.11 0.34 8.6 376,000 6,798,339 3,004,131 0.37 3.06 All of the aforementioned conversions were effected in accordance with the terms of the respective convertible debenture agreement, and therefore the Company was not required to record a gain or loss on such conversions. During the year ended December 31, 2020 and 2019, amortization of the beneficial conversion features, after adjustment for the aforementioned conversions, approximated $ 3.2 5.2 805,000 1.3 321,000 184,000 224,000 513,000 At December 31, 2020, the aggregate outstanding principal balance of the $21M Debentures was $ 1.3 177,000 39,000 52,000 1.0 At December 31, 2019, the aggregate outstanding principal balance on the $21M Debentures was $ 10.0 3.0 817,000 307,000 5.8 |
MEZZANINE EQUITY
MEZZANINE EQUITY | 12 Months Ended |
Dec. 31, 2020 | |
Mezzanine Equity | |
MEZZANINE EQUITY | NOTE 13 – MEZZANINE EQUITY In February 2020, the Company entered into an exchange agreement with two institutional shareholders (the “TIS Exchange Agreement”) whereby the Company (i) exchanged 4,908,333 Debt In connection with the TIS Exchange Agreement, the Company filed (i) a certificate of designation with respect to the rights and preferences of the Series B convertible preferred stock, and (ii) a certificate of elimination to return all shares of the Series A convertible preferred stock, of which no shares were issued or outstanding at the time of filing, to the status of authorized and unissued shares of undesignated preferred stock. The holders of Series B convertible preferred stock (the “Series B Holders”) are entitled to cast the number of votes equal to the number of shares of common stock into which the shares of Series B convertible preferred stock are convertible, together with the holders of common stock as a single class, on most matters. However, the affirmative vote or consent of the Series B Holders voting separately as a class is required for certain acts taken by the Company, including the amendment or repeal of certain charter provisions, liquidation or winding up of the Company, creation of stock senior to the Series B convertible preferred stock, and/or other acts defined in the certificate of designation. The Series B convertible preferred stock shall, with respect to dividend rights and rights on liquidation, winding up and dissolution, rank senior to the Company’s common stock. The Company shall not declare, pay, or set aside any dividends on shares of any other class or series of capital stock of the Company unless the Series B Holders then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Series B convertible preferred stock in an amount calculated pursuant to the certificate of designation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the Series B Holders then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders before any payment shall be made to the holders of common stock by reason of their ownership thereof, an amount per share equal to $ 3.00 At any time on or prior to the six-year anniversary of the issuance date of the Series B convertible preferred stock, (i) the Series B Holders have the option to convert their shares of Series B convertible preferred stock into common stock at a conversion price of $ 3.00 3.00 4.00 least twenty consecutive trading days On the day following the six-year anniversary of the issuance of the Series B convertible preferred stock, all outstanding shares of Series B convertible preferred stock shall automatically convert into common stock as follows: If the sixty-day VWAP is less than or equal to $0.50 per share, the Company shall have the option to (i) convert all shares of Series B convertible preferred stock into common stock at a conversion price of $1.00 per share, and pay cash to the Series B Holders equal to the difference between the 60-day VWAP and $3.00 per share, or (ii) pay cash to the Series B Holders equal to $3.00 per share. If the sixty-day VWAP is greater than $0.50 per share, the Company shall have the option to (i) convert all shares of Series B convertible preferred stock into common stock at a conversion price per share equal to the quotient of $ 3.00 The Company shall at all times when the Series B convertible preferred stock is outstanding, reserve and keep available out of its authorized but unissued capital stock, for the purpose of effecting the conversion of the Series B convertible preferred stock, such number of its duly authorized shares of common stock as shall from time to time be sufficient to effect the conversion of all outstanding Series B convertible preferred stock. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 14 – STOCKHOLDERS’ EQUITY Preferred Stock In February 2020, the Company filed a certificate of elimination to return all shares of the Series A convertible preferred stock to the status of authorized and unissued shares of undesignated preferred stock. Concurrent with this filing, the Company also filed a certificate of designation to designate the rights and preferences of newly authorized Series B convertible preferred stock, shares of which were issued in February 2020 as discussed in Note 13 – Mezzanine Equity In March 2021, upon the closing of the financing transaction discussed in Note 22 – Subsequent Events Common Stock In February 2020, pursuant to the TIS Exchange Agreement, the 4,908,333 14,725,000 3.00 5,000 14,720,000 In 2019, the Company sold 1,014,995 0.70 3.25 2,750,000 No In 2020 and 2019, the Company issued 4,400,000 172,663 699,000 121,000 45,000 5,000 Loss On Debt Settlements In 2020, the Company granted 109,210 shares of common stock to a current employee. The fair value of the shares of approximately $ 21,000 was charged to employee compensation during the period. Of these granted shares, 11,413 were yet to be issued at December 31, 2020 and were reflected in Common Stock Subscribed But Not Issued 141,546 shares of common stock to employees. The fair value of these shares of approximately $ 223,000 was charged to employee compensation during the period. Of these granted shares, 32,726 were yet to be issued at December 31, 2019 and were included in Common Stock Subscribed But Not Issued In 2020 and 2019, the Company issued 3,236,857 97,136 1,168,000 169,000 In 2020, (i) 90,000 shares of common stock granted to employees, and (ii) 1,297,447 shares of common stock issued from the exercise of stock options by a related party, were forfeited by the holders of such common stock. The Company recorded these returned shares at par value. No common stock forfeitures occurred in 2019. As previously disclosed in Note 3 – Acquisitions 1,000,000 1,000,000 520,000 As previously disclosed in Note 4 – Investments 500,000 As previously disclosed in Note 11 – Debt 6,165,355 2,435,116 1.4 1,0 As previously disclosed in Note 12 – Debentures Payable 10.1 77,766,559 9.0 6,798,339 3,004,131 As further disclosed in Note 15 – Stock Options 550,000 3,261,808 As further disclosed in Note 16 – Warrants 686,104 No Common Stock Issuance Obligations At December 31, 2020, the Company was obligated to issue 11,413 5,000 At December 31, 2019, the Company was obligated to issue (i) 32,726 29,000 Stockholders’ Equity 3,004,131 1,117,000 – Debentures Payable, 200,000 Related Party Transactions. Amended and Restated 2018 Stock Award and Incentive Plan In August 2019, the Company’s board of directors approved the Amended and Restated 2018 Stock Award and Incentive Plan (the “Incentive Plan”), based on the board’s belief that awards authorized under the Incentive Plan provide incentives for the achievement of important performance objectives and promote the long-term success of the Company. In September 2019, the Incentive Plan was approved by the stockholders at the Company’s annual stock-holders meeting. The Incentive Plan is an omnibus plan, authorizing a variety of equity award types as well as cash and long-term incentive awards. The Incentive Plan amends and restates the Company’s 2018 Stock Award and Incentive Plan (the “Previous Plan”), which was approved by the board of directors in July 2018 but never presented to stockholders for approval. Any grants made under the Previous Plan prior to the approval date of the Incentive Plan shall continue to be governed by the terms of the Previous Plan. The Incentive Plan authorizes a broad range of awards, including stock options, stock appreciation rights, restricted stock, deferred stock, dividend equivalents, performance shares, cash-based performance awards, and other stock-based awards. Such awards can be granted to employees, non-employee directors and other persons who provide substantial services to the Company and its affiliates. Nothing in the Incentive Plan precludes the payment of other compensation to officers and employees, including bonuses based upon performance, outside of the Incentive Plan. An aggregate of 40,000,000 The board of directors may amend, suspend, discontinue, or terminate the Incentive Plan or the authority to grant awards thereunder without stockholder approval, except as required by law or regulation or under rules of the stock exchange, if any, on which the Company’s stock may then be listed. Unless earlier terminated, grants under the Incentive Plan will terminate ten years after stockholder approval of the Incentive Plan, and the Incentive Plan will terminate when no shares remain available and the Company has no further obligation with respect to any outstanding award. |
STOCK OPTIONS
STOCK OPTIONS | 12 Months Ended |
Dec. 31, 2020 | |
Stock Options | |
STOCK OPTIONS | NOTE 15 – STOCK OPTIONS In 2020, the Company granted five-year options to purchase up to 4,494,500 shares of common stock at exercise prices ranging from $ 0.14 and $ 0.30 per share. The fair values of these options of approximately $ 501,000 in the aggregate are being amortized to compensation expense over their vesting periods, of which approximately $ 282,000 was amortized in 2020. Additionally, compensation expense in 2020 for options issued in previous years, and continuing to be amortized over their respective vesting periods, approximated $ 801,000 In 2019, the Company granted options to purchase up to 2,565,000 shares of common stock, expiring four and five years from their grant dates, at exercise prices ranging from $ 0.42 to $ 1.95 per share. The fair values of these options of approximately $ 1,502,000 in the aggregate are being amortized to compensation expense over their vesting periods, of which approximately $ 544,000 was amortized in 2019. Additionally, compensation expense in 2019 for options issued in previous years, and continuing to be amortized over their respective vesting periods, approximated $ 144,000 In 2020, options to purchase 550,000 0.13 0.14 3,667,499 0.08 0.77 2,167,499 405,691 In 2020 and 2019, options to purchase 200,000 and 936,251 shares of common stock, respectively, were forfeited or expired, resulting in an aggregate reduction of amortized compensation expense of approximately $ 113,000 and $ 527,000 , respectively. Stock options outstanding and exercisable as of December 31, 2020 were: SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE Shares Under Option Exercise Price Outstanding Exercisable Remaining Life $0.140 160,000 - 4.52 $0.149 500,000 500,000 5.00 $0.169 200,000 200,000 4.87 $0.210 70,000 - 4.90 $0.225 2,000,000 687,500 4.86 $0.250 20,000 10,000 4.41 $0.250 50,000 - 4.82 $0.250 800,000 - 4.87 $0.250 80,000 20,000 4.90 $0.250 50,000 50,000 4.17 $0.300 554,500 277,250 4.25 $0.330 50,000 50,000 0.19 $0.417 900,000 875,000 3.98 $0.450 125,000 125,000 0.75 $0.590 15,000 15,000 3.93 $0.630 300,000 300,000 1.00 $0.770 200,000 200,000 2.00 $0.900 50,000 50,000 2.36 $0.910 50,000 50,000 1.81 $0.950 50,000 50,000 2.00 $0.992 300,000 300,000 3.74 $1.000 125,000 125,000 3.84 $1.350 100,000 50,000 2.58 $1.950 375,000 375,000 2.50 $2.320 100,000 100,000 2.69 $2.450 2,000,000 2,000,000 1.98 $2.500 100,000 100,000 2.65 $2.650 200,000 200,000 2.73 $2.850 56,250 56,250 1.95 $2.850 100,000 100,000 2.95 $3.000 25,000 25,000 2.96 $3.725 100,000 100,000 2.94 9,805,750 6,991,000 |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2020 | |
Warrants | |
WARRANTS | NOTE 16 – WARRANTS During 2020, in conjunction with the $ 21 – Debentures Payable three-year warrants 180,000 0.75 1,148,000 24,000 Also during 2020, as previously disclosed in Note 11 – Debt, 8.8 three-year 750,000 0.50 four-year warrants 5,000,000 0.25 639,000 90,000 During 2019, also in conjunction with the $ 21 three-year warrants 850,000 3.00 5.00 1,148,000 576,000 331,000 Also during 2019, as part of the $ 10 – Debt three-year warrants 375,000 4.50 601,000 523,000 four-year warrants 10,000 100,000 Debt 0.75 5,000 The Company also issued, in 2020 and 2019, stand-alone warrants, expiring three years 25,000 625,000 0.50 0.80 1.71 2,000 392,000 In November 2020, in accordance with the terms of the warrant agreement, the Company adjusted the exercise price from $ 1.80 0.11 750,000 3 Debt 69,000 During 2019, warrants to purchase 686,104 0.12 1.75 612,000 No During 2020, warrants to purchase 817,939 0.40 2.25 No At December 31, 2020 and 2019, warrants to purchase up to 16,917,168 11,780,107 0.15 5.50 |
REVENUES
REVENUES | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | NOTE 17 – REVENUES For the years ended December 31, 2020 and 2019, the Company’s revenues were comprised of the following major categories: SCHEDULE OF REVENUES COMPRISED OF MAJOR CATEGORIES 2020 2019 Product sales $ 39,400,726 $ 1,542,037 Product sales from related party - 29,029,249 Real estate 6,776,697 6,836,316 Management 1,481,897 2,798,738 Supply procurement 1,549,856 3,555,555 Licensing 1,684,792 1,794,161 Other 1,183 48,588 Total revenues $ 50,895,151 $ 45,604,644 The amount under Product Sales From Related Party Related Party Transactions 20 78 |
BAD DEBTS
BAD DEBTS | 12 Months Ended |
Dec. 31, 2020 | |
Bad Debts | |
BAD DEBTS | NOTE 18 – BAD DEBTS The Company maintains two types of reserves to deal with uncertain collections of amounts due—an allowance against trade accounts receivable, and a reserve against cash advanced by the Company to its cannabis-licensed clients for working capital purposes (such advances, net of any collections, are referred to as working capital balances). During 2019, the Company (i) increased the allowance against trade accounts receivable (the “AR Allowance”) 39.5 reserve against working capital balances (the “WC Reserve”) 3.4 1.6 44.5 Bad Debts The 2019 increase in the AR Allowance was comprised of a general allowance of $ 600,000 29.0 Related Party Transactions 9.7 Commitments and Contingencies 239,000 The 2019 increase in the WC Reserve was comprised of specific reserves against the working capital balances of Kind of approximately $ 1.5 1.9 During 2020, the Company increased the AR Allowance by approximately 500,000 , and the WC Reserve 482,000 . The aggregate of these two amounts of approximately $ 982,000 was charged to Bad Debts The 2020 increase in the AR Allowance was comprised of increases to the specific allowances against the Kind and Harvest receivable balances of approximately $ 790,000 76,000 366,000 482,000 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 19 – INCOME TAXES At December 31, 2020 and 2019, the Company’s cumulative net operating losses were approximately $ 10.6 26.3 2.1 67,000 No The reconciliations between the Company’s effective tax rates and the statutory tax rate for the years ended December 31, 2020 and 2019 were as follows: SCHEDULE OF RECONCILIATION OF INCOME TAXES 2020 2019 U.S federal taxes at the statutory rate 21.0% 21.0% State taxes net of federal benefit 7.5% 6.3% Valuation allowance (28.5)% (27.3)% Total 0.0% 0.0% The approximate income tax effect of the Company’s loss carryforwards and temporary differences at December 31, 2020 and 2019 were as follows: SCHEDULE OF DEFERRED TAX ASSET 2020 2019 Deferred tax asset: Net operating loss carryforwards $ 7,613,003 $ 14,139,629 Allowance for doubtful accounts 28,601,392 28,854,999 Stock compensation 6,920,551 6,330,555 Loss on equity investments 21,649,421 22,375,404 Goodwill writeoffs 2,856,035 2,903,968 Change in fair value of investments 708,203 465,895 Lease payments 381,174 307,909 Deferred tax liabilities: - Depreciation (8,375,569 ) (3,941,315 ) Real estate revenue (2,502,727 ) (2,550,586 ) Net deferred tax asset 57,851,483 68,886,458 Valuation allowance (57,851,483 ) (68,886,458 ) Total $ - $ - Federal net operating losses carryforward indefinitely, subject to an annual limitation of 80 expire at various dates beginning in 2031 For the years ended December 31, 2020 and 2019, the Company’s wholly-owned subsidiaries in Illinois and Massachusetts that cultivated and manufactured cannabis and cannabis-infused products were subject to the limitations of Section 280E of the Internal Revenue Code (“Section 280E”). Section 280E denies all deductions from gross income in computing taxable income of these subsidiaries, but allows for cost of goods sold to be taken into account in the calculation of gross income. As the Company files consolidated income tax returns, the taxable income generated from these subsidiaries subject to Section 280E was offset by loss carryforwards generated by the Company’s subsidiaries not subject to Section 280E. The Company previously adopted the provision for uncertain tax positions under ASC 740. The adoption did not have an impact on the Company’s retained earnings balance. At December 31, 2020 and 2019, the Company had no recorded liabilities for uncertain tax positions and had no accrued interest or penalties related to uncertain tax positions. The Company files income tax returns in the U.S. federal tax jurisdiction and various state jurisdictions. The Company is currently open to examination under the statute of limitations by the Internal Revenue Service and state jurisdictions for the tax years ended 2017 through 2020. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 20 – RELATED PARTY TRANSACTIONS Concurrent with the conversion of the subordinated secured convertible debentures of GenCanna disclosed in Note 4 – Investments In 2019, the Company, through its MariMed Hemp subsidiary, entered into several hemp seed sale transactions with GenCanna whereby the Company acquired $ 20.75 33.2 17.0 Notes Payable – Debt By the end of 2019, GenCanna had not paid the amount it owed the Company for its seed purchases and in February 2020, as previously discussed in Note 4 – Investments As required by the relevant accounting guidance, the Company initially recorded the $ 33.2 29.0 4.2 33.5% 29.0 4.2 Commitments and Contingencies In 2019, the Company granted five-year options 100,000 0.99 191,000 189,000 No In 2020, options to purchase an aggregate of 550,000 0.13 0.14 332,499 0.08 0.14 132,499 3,108 Common Stock Subscribed But Not Issued In 2019, options to purchase 117,501 No The Company’s current corporate offices are leased from a company owned by the CFO under a 10 156,000 In 2020 and 2019, the Company procured nutrients, lab equipment, cultivation supplies, a vehicle, small tools, and furniture from an entity owned by the Company’s COO and President. The aggregate purchases in 2020 and 2019 approximated $ 2.5 3.2 In 2020 and 2019, the Company paid royalties on the revenue generated from its Betty’s Eddies® product line to an entity owned by the Company’s COO and President. The aggregate royalties owed in 2020 and 2019 approximated $ 615,000 600,000 In 2020, the Company purchased fixed assets and consulting services of approximately $ 938,000 In 2020 and 2019, the Company paid management fees to an entity owned by the Company’s CEO and CFO. The aggregate paid in 2020 and 2019 approximated $ 41,000 145,000 In 2020 and 2019, one of the Company’s majority owned subsidiaries paid distributions to the Company’s CEO and CFO, who own minority equity interests in such subsidiary. The aggregate distributed in 2020 and 2019 approximated $ 30,000 and $ 52,000 , respectively. The balance of Due To Related Parties 1.2 1.5 460,000 420,000 653,000 990,000 45,000 The Company’s mortgages with Bank of New England and a portion of the Third Party Notes, as discussed in Note 11 – Debt, |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 21 – COMMITMENTS AND CONTINGENCIES Lease Commitments The Company is the lessee under five operating leases four finance leases The details of the Company’s operating lease agreements are as follows: ● Delaware – 4,000 five-year lease that commenced in October 2016 and contains a five-year option to extend the term. ● Delaware – a 100,000 The lease term is 10 ● Nevada – 10,000 expiring in 2024 ● Massachusetts – 10,000 10-year expiring in 2028 option to extend the term for an additional five-year period. ● Maryland – a 2,700 expires in July 2020 two-year The Company leases machinery and office equipment under finance leases that expire in February 2022 through June 2024 The components of lease expense for the year ended December 31, 2020 were as follows: SCHEDULE OF COMPONENTS OF LEASE EXPENSE Operating lease cost $ 983,601 Finance lease cost: Amortization of right-of-use assets $ 32,683 Interest on lease liabilities 7,488 Total finance lease cost $ 40,171 The weighted average remaining lease term for operating leases is 8.5 2.8 7.5% Future minimum lease payments as of December 31, 2020 under all non-cancelable leases having an initial or remaining term of more than one year were: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER ALL NON-CANCELABLE OPERATING LEASES Operating Finance 2020 $ 1,008,227 $ 38,412 2021 949,535 27,123 2022 910,166 23,201 2023 835,411 3,229 2024 805,329 - Thereafter 3,457,048 - Total lease payments 7,965,716 $ 91,965 Less: imputed interest (2,135,425 ) (9,063 ) $ 5,830,291 $ 82,902 Terminated Employment Agreement An employment agreement which commenced in 2012 with Thomas Kidrin, the former CEO of the Company, which provided Mr. Kidrin with salary, car allowances, stock options, life insurance, and other employee benefits, was terminated by the Company in 2017. At December 31, 2019 and 2018, the Company maintained an accrual of approximately $ 1,043,000 for any amounts that may be owed under this agreement, although the Company contends that such agreement is not valid and no amount is due. In July 2019, Mr. Kidrin, also a former director of the Company, filed a complaint in the Massachusetts Superior Court, which alleges the Company failed to pay all wages owed to him and breached the employment agreement, and requests multiple damages, attorney fees, costs, and interest. The Company has moved to dismiss certain counts of the complaint and has asserted counterclaims against Mr. Kidrin alleging breach of contract, breach of fiduciary duty, money had and received, and unjust enrichment. The Company believes that the allegations in the complaint are without merit and intends to vigorously defend this matter and prosecute its counterclaims. Maryland Acquisition As previously disclosed in Note 3 – Acquisitions In November 2019, Kind commenced an action in the Circuit Court for Washington County, MD captioned Kind Therapeutics USA, Inc. vs. MariMed, Inc., et al. (Case No. C-21-CV-19-000670) asserting claims against the Company, including breach of contract, breach of fiduciary duty, unjust enrichment, and seeking an accounting and declaratory judgment and damages in excess of $ 75,000 A hearing on the parties’ cross-motions for preliminary injunction was held in September 2020 and November 2020. Also in November 2020, the Court granted the Company’s motion for summary judgment as to the Lease, determining that the Lease is valid and enforceable. Based on this ruling, the Company is seeking judgment at trial in the amount of approximately $ 5.4 In December 2020, the Court entered a Preliminary Injunction Order, accompanied by a Memorandum Opinion, denying Kind’s motion for a preliminary injunction (which Kind had withdrawn at the conclusion of the hearing) and granting the Company’s request for preliminary injunction. The Court determined that the Company is likely to succeed with respect to the validity and enforceability of the MSA and the LMA, that the Company would suffer substantial and irreparable harm without the preliminary injunction, and that the balance of convenience and public interest both warranted the issuance of a preliminary injunction in the Company’s favor. The Court ordered, inter alia, that the MSA and LMA are in effect pending judgment after trial on the merits, and that Kind and its members, and their attorneys, agents, employees, and representatives, are prohibited from (a) interfering with the Company’s duties and responsibilities under the MSA and (b) withdrawing funds, making any distribution, paying any loans, returning any capital, or making any payment towards a debt from any Kind bank or other financial account(s) without written consent of the Company or Order of the Court, thereby preserving the Company’s control of Kind’s operations and finances at least through the jury trial currently scheduled to begin on March 28, 2022. Further, the Court ordered Kind to pay management and licensing fees to the Company beginning January 1, 2021. Kind has noted an appeal of the Order to the Maryland Court of Special Appeals, which is pending; however, the preliminary injunction order remains in effect. In addition to the favorable rulings on the Lease, MSA, and LMA, the Company believes that its claims for declaratory relief, specific performance, and/or breach of contract with respect to the 70%/30% partnership/joint venture agreement claims are meritorious. Further, the Company believes that Kind’s claims against the Company are without merit. On March 18, 2021, the Court issued an opinion and order on Kind’s motion for summary judgment finding that the MOU was not enforceable by the Company against Kind as a final binding agreement. The Company is evaluating an appeal of this ruling which under Maryland rules can only be pursued upon final judgment. The Company intends to aggressively prosecute and defend the action. Trial has been scheduled from March 28, 2022 to April 11, 2022. Lawsuit In August 2020, Jennifer DiPietro, directly and derivatively on behalf of Mari Holdings MD LLC (“Mari-MD”) and Mia Development LLC (“Mia”), commenced a suit against the Company’s CEO, CFO, and wholly-owned subsidiary MariMed Advisors Inc. (“MMA”), in Suffolk Superior Court, Massachusetts. In this action, DiPietro, a party to prior ongoing litigation in Maryland involving the Company and Kind as discussed above, brings claims for breach of fiduciary duty, breach of contract, fraud in the inducement, aiding and abetting the alleged breach of fiduciary duty, seeks access to books and records, and an accounting related to her investments in Mari-MD and Mia. DiPietro seeks unspecified money damages and rescission of her interest in Mari-MD, but not of her investment in Mia, which has provided substantial returns to members. The Company has answered the complaint and MMA has moved for leave to file counterclaims against DiPietro on its own behalf and derivatively on behalf of Mari-MD for breach of her fiduciary duties to each of those entities, for tortious interference with Mari-MD’s lease and MMA’s management services agreement with Kind, and for breach of Mari-MD’s operating agreement. The Company believes that the allegations of the complaint are without merit and intends to defend the case vigorously. The Company’s counterclaim seeks monetary damages from DiPietro, including the Company’s legal fees in the Kind action. GenCanna Bankruptcy As discussed in Note 4 – Investments In May 2020, after an abbreviated solicitation/bid/sale process, the Bankruptcy Court, over numerous objections by creditors and shareholders of the GenCanna Debtors which included the Company, entered an order authorizing the sale of all or substantially all of the assets of the GenCanna Debtors to MGG. After the consummation of the sale of all or substantially all of their assets and business, the GenCanna Debtors n/k/a OGGUSA, Inc. and OGG, Inc. (the “OGGUSA Debtors”) filed their liquidating plan of reorganization (the “Liquidating Plan”) to collect various prepetition payments and commercial claims against third parties, liquidate the remaining assets of the ODDUSA Debtors, and make payments to creditors. The Company and the unsecured creditors committee filed objections to such Liquidating Plan, including opposition to the release of litigation against the OGGUSA Debtors’ senior lender, MGG, for lender liability, equitable subordination, and return of preference. As a part of such plan confirmation process, the OGGUSA Debtors filed various objections to proofs of claims filed by various creditors, including the proof of claim in the amount of approximately $ 33.6 31.0 Since the approval of the Liquidating Plan, the OGGUSA Debtors have been in the process of liquidating the remaining assets, negotiating and prosecuting objections to other creditors’ claims, and pursuing the collection of accounts receivable and Chapter 5 bankruptcy avoidance claims. As of the date of this filing, there is insufficient information as to how much of the Company’s allowed claim will be paid upon the completion of the liquidation of the remaining assets of the OGGUSA Debtors. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 22 – SUBSEQUENT EVENTS Financing Transaction In March 2021, the Company entered into a securities purchase agreement with Hadron Healthcare Master Fund (“Hadron”) with respect to a financing facility of up to $ 46.0 At the closing of the transaction in March 2021, Hadron purchased $ 23.0 3.70 four 6,216,216 15,540,540 1.087 In connection with the closing of the transaction, the Company filed a certificate of designation with respect to the rights and preferences of the Series C convertible preferred stock. Such stock is zero coupon, non-voting. and has a liquidation preference equal to its investment amount plus declared but unpaid dividends. Holders of Series C convertible preferred stock are entitled to receive dividends on an as-converted basis. Of the $ 23.0 7.8 15.2 4.4M 1M Note 3M 5.8M Debt Due To Related Parties Related Party Transactions The balance of the committed facility of up to an additional $23.0 million is intended to fund the Company’s specific targeted acquisitions provided such acquisitions are contracted in 2021 and consummated, including obtaining the necessary regulatory approvals, no later than the end of 2022. Provided that as at least 50% The transaction imposes certain covenants on the Company with respect to the incurrence of new indebtedness, the issuance of additional shares of any designation of preferred stock, and the payment of distributions. Lease Agreement In February 2021, the Company entered into a five-year lease agreement for a 12,000 square foot premises located in Wilmington, DE which the Company intends to develop into a cannabis production facility with offices, and sublease to its cannabis-licensed client in this state. The lease contains an option to negotiate an extension at the end of the lease term. Investment Agreement In January 2021, the Company and MRSVP entered into an agreement whereby the Company assigned and transferred membership interests comprising an 11% 12% Conversion of Debentures Payable In January 2021, the holder of the $ 21M 1,300,000 56,000 4,610,645 0.29 Equity Transactions In the first quarter of 2021, the Company granted five-year options to purchase up to 975,000 shares of common stock at exercise prices ranging from $ 0.51 to $ 0.90 per share. The aggregate fair value of these options of approximately $ 372,000 will be amortized to compensation expense over the respective vesting periods. Also during this period, (i) a warrant to purchase 50,000 shares of common stock at $ 0.15 per share was exercised, (ii) a warrant to purchase up to 200,000 shares of common stock at $ 1.75 per share was forfeited, (iii) a three-year warrant to purchase up to 100,000 shares of common stock at $ 0.82 was issued, and (iv) 42,857 shares of common stock were issued to settle an outstanding obligation. Revised Note Receivable In March 2021, the Company was issued a revised promissory note from Healer in the principal amount of approximately $ 894,000 800,000 6 28,000 866,000 Common Stock Issuance Obligations In February 2021, the Company issued 11,413 Stockholders’ Equity. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
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”). 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 the following majority-owned subsidiaries: SCHEDULE OF MAJORITY OWNED SUBSIDIARIES Subsidiary: Percentage MariMed Advisors Inc. 100.0% Mia Development LLC 89.5% Mari Holdings IL LLC 100.0% Mari Holdings MD LLC 97.4% Mari Holdings NV LLC 100.0% Hartwell Realty Holdings LLC 100.0% iRollie LLC 100.0% ARL Healthcare Inc. 100.0% KPG of Anna LLC 100.0% KPG of Harrisburg LLC 100.0% MariMed Hemp Inc. 100.0% MediTaurus LLC 70.0% 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. The Company’s cash and cash equivalents are maintained with recognized financial institutions located in the United States. In the normal course of business, the Company may carry balances with certain financial institutions that exceed federally insured limits. The Company has not experienced losses on balances in excess of such limits and management believes the Company is not exposed to significant risks in that regard. |
Accounts Receivable | Accounts Receivable Accounts receivable consist of trade receivables and are carried at their estimated collectible amounts. The Company provides credit to its clients in the form of payment terms. The Company limits its credit risk by performing credit evaluations of its clients and maintaining a reserve, if deemed necessary, for potential credit losses. Such evaluations include the review of a client’s outstanding balances with consideration towards such client’s historical collection experience, as well as prevailing economic and market conditions and other factors. Based on such evaluations, the Company maintained a reserve of approximately $ 40.0 39.7 Bad Debts |
Inventory | Inventory Inventory is carried at the lower of cost or net realizable value, with the cost being determined on a first-in, first-out (FIFO) basis. The Company allocates a certain percentage of overhead cost to its manufactured inventory; such allocation is based on square footage and other industry-standard criteria. The Company reviews physical inventory for obsolescence and/or excess and will record a reserve if necessary. As of the date of this report, no reserve was deemed necessary. |
Investments | Investments Investments are comprised of equity holding of private companies. These investments are recorded at fair value on the Company’s consolidated balance sheet, with changes to fair value included in income. Investments are evaluated for permanent impairment and are written down if such impairments are deemed to have occurred. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) 606, Revenue from Contract with Customers, ● Identify the contract(s) with a customer; ● Identify the performance obligations in the contract(s); ● Determine the transaction price; ● Allocate the transaction price to the performance obligations in the contract(s); and ● Recognize revenue as the performance obligation is satisfied. Additionally, when another party is involved in providing goods or services to the Company’s clients, a determination is made as to who—the Company or the other party—is acting in the capacity as the principal in the sale transaction, and who is merely the agent arranging for goods or services to be provided by the other party. The Company is typically considered the principal if it controls the specified good or service before such good or service is transferred to its client. The Company may also be deemed to be the principal even if it engages another party (an agent) to satisfy some of the performance obligations on its behalf, provided the Company (i) takes on certain responsibilities, obligations and risks, (ii) possesses certain abilities and discretion, or (iii) other relevant indicators of the sale. If deemed an agent, the Company would not recognize revenue for the performance obligations it does not satisfy. The Company’s main sources of revenue are comprised of the following: ● Product Sales – direct sales of cannabis and cannabis-infused products by the Company’s dispensary and wholesale operations in Massachusetts and Illinois, and sales of hemp and hemp-infused products by the Company’s hemp division. In 2019, this division participated in one-time sales of acquired hemp seed inventory, as further explained in Note 17 – Related Party Transactions ● Real Estate – rental income and additional rental fees generated from leasing of the Company’s state-of-the-art, regulatory-compliant cannabis facilities to its cannabis-licensed clients. Rental income is generally a fixed amount per month that escalates over the respective lease terms, while additional rental fees are based on a percentage of tenant revenues that exceed specified amounts. ● Management – fees for providing the Company’s cannabis clients with comprehensive oversight of their cannabis cultivation, production, and dispensary operations. These fees are based on a percentage of such clients’ revenue, and are recognized after services have been performed. ● Supply Procurement – the Company maintains volume discounts with top national vendors of cultivation and production resources, supplies, and equipment, which the Company acquires and resells to its clients or third parties within the cannabis industry. The Company recognizes this revenue after the delivery and acceptance of goods by the purchaser. ● Licensing – revenue from the sale of precision-dosed, cannabis-infused products—such as Kalm Fusion®, Nature’s Heritage™, and Betty’s Eddies®—to regulated dispensaries throughout the United States and Puerto Rico. The recognition of this revenue occurs when the products are delivered. |
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, forty the remaining duration of the related lease seven ten ten 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 from the undiscounted future cash flows of such asset over the anticipated holding period. An impairment loss is measured by the excess of the asset’s carrying amount over its estimated fair value. Impairment analyses are based on management’s current plans, asset holding periods, and currently available market information. 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 years ended December 31, 2020 and 2019, based on the results of management’s impairment analyses, there were no |
Leases | Leases The consolidated financial statements reflect the Company’s adoption of ASC 842, Leases ASC 842 is intended to improve financial reporting of leasing transactions. The most prominent change from previous accounting guidance is the requirement to recognize right-of-use assets and lease liabilities on the consolidated balance sheet representing the rights and obligations created by operating leases that extend more than twelve months in which the Company is the lessee. The Company elected the package of practical expedients permitted under ASC 842. Accordingly, the Company accounted for its existing operating leases that commenced before the effective date as operating leases under the new guidance without reassessing (i) whether the contracts contain a lease, (ii) the classification of the leases (iii) the accounting for indirect costs as defined in ASC 842. The Company determines if an arrangement is a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Non-lease components within lease agreements are accounted for separately. Right-of-use assets and obligations are recognized at the commencement date based on the present value of lease payments over the lease term, utilizing the Company’s incremental borrowing rate. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. |
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 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 using the Black-Scholes pricing model and employing several inputs such as the expected life of instrument, the exercise price, the expected risk-free interest rate, the expected dividend yield, the value of the Company’s common stock on issuance date, and the expected volatility of such common stock. The following table summarizes the range of inputs used by the Company during the prior two fiscal years: SCHEDULE OF ASSUMPTIONS USED 2020 2019 Life of instrument 0.8 4.3 1.5 4.0 Volatility factors 1.059 1.180 1.039 1.106 Risk-free interest rates 0.26% 1.3% 1.42% 2.28% Dividend yield 0% 0% The expected life of an instrument is calculated using the simplified method pursuant to Staff Accounting Bulletin Topic 14, Share-Based Payment The Company amortizes the fair value of option and warrant issuances on a straight-line basis over the requisite service period of each instrument. |
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 uses the asset and liability method to account 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 |
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 December 31, 2020 and 2019, there were 26,722,918 18,051,357 1.3 10.0 350,000 For the year ended December 31, 2020, all such potentially dilutive securities were convertible into approximately 57.2 |
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 the 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. |
Beneficial Conversion Features on Convertible Debt | Beneficial Conversion Features on Convertible Debt Convertible instruments that are not bifurcated as a derivative pursuant to ASC 815, Derivatives and Hedging A beneficial conversion feature is a nondetachable conversion feature that is “in-the-money” at the commitment date. The in-the-money portion, also known as the intrinsic value of the option, is recorded in equity, with an offsetting discount to the carrying amount of convertible debt to which it is attached. The discount is amortized to interest expense over the life of the debt with adjustments to amortization upon full or partial conversions of the debt. |
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. |
Going Concern | Going Concern In connection with the preparation of its financial statements for the years ended December 31, 2020 and 2019, the Company’s management evaluated the Company’s ability to continue as a going concern in accordance with the ASU 2014-15, Presentation of Financial Statements–Going Concern (Subtopic 205-40) As part of its evaluation, management assessed known events, trends, commitments, and uncertainties, which included the profitability of the Company and the cash flow generated by its operations, the amount of capital recently and/or in the process of being raised, the current level of investment within the cannabis industry, the stock price movement of public cannabis companies, the actions and/or financial results of certain bellwether cannabis companies, the measure of cannabis investor confidence, and the changes to state laws with respect to adult-use recreational and medical cannabis use. For the year ended December 31, 2020, operating income increased to approximately $ 14.5 million compared to an operating loss of approximately $ 41.5 million in 2019. In addition, working capital at December 31, 2020 improved by approximately $ 27.2 million from the previous year. Subsequent to December 31, 2020, the Company consummated a financing transaction for up to $ 46.0 23.0 Subsequent Events Based on its evaluation, coupled with the aforementioned operating results and financing transaction, management believes that it has completely mitigated the circumstance that led to a doubt with respect to the Company’s ability to continue as a going concern which existed at the time of the filing of the Company’s prior year’s report. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has reviewed all 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SCHEDULE OF MAJORITY OWNED SUBSIDIARIES | The accompanying condensed consolidated financial statements include the accounts of MariMed Inc. and the following majority-owned subsidiaries: SCHEDULE OF MAJORITY OWNED SUBSIDIARIES Subsidiary: Percentage MariMed Advisors Inc. 100.0% Mia Development LLC 89.5% Mari Holdings IL LLC 100.0% Mari Holdings MD LLC 97.4% Mari Holdings NV LLC 100.0% Hartwell Realty Holdings LLC 100.0% iRollie LLC 100.0% ARL Healthcare Inc. 100.0% KPG of Anna LLC 100.0% KPG of Harrisburg LLC 100.0% MariMed Hemp Inc. 100.0% MediTaurus LLC 70.0% |
SCHEDULE OF ASSUMPTIONS USED | SCHEDULE OF ASSUMPTIONS USED 2020 2019 Life of instrument 0.8 4.3 1.5 4.0 Volatility factors 1.059 1.180 1.039 1.106 Risk-free interest rates 0.26% 1.3% 1.42% 2.28% Dividend yield 0% 0% |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Acquisition [Line Items] | |
SCHEDULE OF UNAUDITED PRO FORMA RESULTS OF OPERATIONS | Consolidated unaudited pro forma results of operations for the Company are presented below for the year ended December 31, 2019 assuming this October 2019 acquisition had occurred at January 1, 2019, the beginning of the reporting period of these financial statements. Consolidated results are unchanged for the year ended December 31, 2020. SCHEDULE OF UNAUDITED PRO FORMA RESULTS OF OPERATIONS Total revenues $ 48,444,052 Net income (loss) $ (81,705,403 ) Net income (loss) per share $ (0.39 ) |
KPG of Anna LLC and KPG of Harrisburg LLC [Member] | |
Business Acquisition [Line Items] | |
SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED ON ACQUISITION | The acquisition was accounted for in accordance with ASC 805. The following table summarizes the allocation of the purchase price to the fair value of the assets acquired and liabilities assumed on the acquisition date: SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED ON ACQUISITION Cash and cash equivalents $ 443,980 Inventory 113,825 Intangibles 2,067,727 Minority interests 138,356 Accounts payable (642,033 ) Accrued expenses (186,005 ) Due to third parties (1,020,850 ) Total fair value of consideration $ 915,000 |
MediTaurus LLC [Member] | |
Business Acquisition [Line Items] | |
SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED ON ACQUISITION | The acquisition was accounted for in accordance with ASC 10. The following table summarizes the allocation, adjusted in September 2019, of the purchase price to the fair value of the assets acquired and liabilities assumed on the acquisition date: SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED ON ACQUISITION Cash and cash equivalents $ 64,196 Accounts receivable 5,362 Inventory 519,750 Goodwill 2,662,669 Accounts payable (777 ) Total value of MediTaurus 3,251,200 Noncontrolling interests in MediTaurus (975,360 ) Total fair value of consideration $ 2,275,840 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of Investments [Abstract] | |
SCHEDULE OF INVESTMENTS | At December 31, 2020 and 2019, the Company’s investments were comprised of the following: SCHEDULE OF INVESTMENTS 2020 2019 Current investments: Flowr Corp. (formerly Terrace Inc.) $ 1,357,193 $ 1,449,144 Total current investments $ 1,357,193 $ 1,449,144 Non-current investments: MembersRSVP LLC 1,165,788 1,066,975 Chooze Corp. - 257,686 Total non-current investments 1,165,788 1,324,661 Total investments $ 2,522,981 $ 2,773,805 |
DEFERRED RENTS RECEIVABLE (Tabl
DEFERRED RENTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Rents Receivable | |
SCHEDULE OF FUTURE MINIMUM RENTAL RECEIPTS FOR NON-CANCELABLE LEASES AND SUBLEASES | Future minimum rental receipts for non-cancelable leases and subleases as of December 31, 2020 were: SCHEDULE OF FUTURE MINIMUM RENTAL RECEIPTS FOR NON-CANCELABLE LEASES AND SUBLEASES 2021 $ 4,667,497 2022 4,590,656 2023 4,292,769 2024 4,348,027 2025 4,412,299 Thereafter 39,578,055 Total $ 61,889,303 |
NOTES RECEIVABLE (Tables)
NOTES RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
SCHEDULE OF NOTES RECEIVABLE | At December 31, 2020 and 2019, notes receivable were comprised of the following: SCHEDULE OF NOTES RECEIVABLE 2020 2019 First State Compassion Center $ 468,985 $ 527,261 Healer LLC 899,226 846,985 High Fidelity Inc. 254,919 252,873 Maryland Health & Wellness Center Inc. - 323,526 Total notes receivable 1,623,130 1,950,645 Notes receivable, current portion 658,122 311,149 Notes receivable, less current portion $ 965,008 $ 1,639,496 |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORY | At December 31, 2020 and 2019, inventory was comprised of SCHEDULE OF INVENTORY 2020 2019 Plants $ 3,352,425 $ 395,167 Ingredients and other raw materials 176,338 225,620 Work-in-process 468,377 80,476 Finished goods 2,833,431 518,166 Total inventory $ 6,830,571 $ 1,219,429 The anticipated year-over-year increase of inventory is based on the Company’s implementation of its aforementioned Consolidation Plan whereby it is transitioning from a management and advisory firm in the cannabis space, to a cannabis licensee and direct owner of cannabis cultivation, manufacturing, and dispensary operations. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | At December 31, 2020 and 2019, property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT 2020 2019 Land $ 3,988,810 $ 3,887,710 Buildings and building improvements 29,309,856 27,063,235 Tenant improvements 8,844,974 7,762,991 Furniture and fixtures 619,880 299,645 Machinery and equipment 4,620,924 4,086,691 Construction in progress 3,140,807 2,827,940 50,525,251 45,928,212 Less: accumulated depreciation (4,888,722 ) (3,135,843 ) Property and equipment, net $ 45,636,529 $ 42,792,369 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF MORTGAGES PAYABLE | At December 31, 2020 and 2019, mortgage balances, including accrued but unpaid interest, were comprised of the following: SCHEDULE OF MORTGAGES PAYABLE 2020 2019 Bank of New England – Massachusetts properties $ 12,834,090 $ 4,825,226 Bank of New England – Delaware property 1,575,658 1,682,275 DuQuoin State Bank – Illinois properties 814,749 829,229 South Porte Bank – Illinois property 906,653 - Total mortgages payable 16,131,150 7,336,730 Mortgages payable, current portion (1,387,014 ) (223,888 ) Mortgages payable, less current portion $ 14,744,136 $ 7,112,842 |
SCHEDULE OF AGGREGATE MATURITIES OF DEBT OUTSTANDING | SCHEDULE OF AGGREGATE MATURITIES OF DEBT OUTSTANDING 2021 $ 11,546,190 2022 11,673,153 2023 549,894 2024 582,913 2025 623,190 Thereafter 12,497,217 Total 37,472,557 Less discounts (767,550 ) $ 36,705,007 |
DEBENTURES PAYABLE (Tables)
DEBENTURES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debentures Payable | |
SCHEDULE OF DEBENTURE TRANSACTION | SCHEDULE OF DEBENTURE TRANSACTION Issue Maturity Initial Interest Issue Warrant Beneficial Conv. Converted To Common Stk. Outstanding 10/17/18 10/16/20 $ 5,000,000 6.0 % 1.0 % $ 457,966 $ 1,554,389 $ 5,000,000 $ - 11/07/18 11/06/20 5,000,000 6.0 % 1.0 % 599,867 4,015,515 5,000,000 - 05/08/19 05/07/21 5,000,000 6.0 % 1.0 % 783,701 2,537,235 5,000,000 - 06/28/19 06/27/21 2,500,000 0.0 % 7.0 % 145,022 847,745 2,200,000 300,000 08/20/19 08/19/21 2,500,000 0.0 % 7.0 % 219,333 850,489 2,500,000 - 02/21/20 02/20/21 1,000,000 6.5 % 6.5 % 28,021 379,183 - 1,000,000 |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Stock Options | |
SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE | Stock options outstanding and exercisable as of December 31, 2020 were: SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE Shares Under Option Exercise Price Outstanding Exercisable Remaining Life $0.140 160,000 - 4.52 $0.149 500,000 500,000 5.00 $0.169 200,000 200,000 4.87 $0.210 70,000 - 4.90 $0.225 2,000,000 687,500 4.86 $0.250 20,000 10,000 4.41 $0.250 50,000 - 4.82 $0.250 800,000 - 4.87 $0.250 80,000 20,000 4.90 $0.250 50,000 50,000 4.17 $0.300 554,500 277,250 4.25 $0.330 50,000 50,000 0.19 $0.417 900,000 875,000 3.98 $0.450 125,000 125,000 0.75 $0.590 15,000 15,000 3.93 $0.630 300,000 300,000 1.00 $0.770 200,000 200,000 2.00 $0.900 50,000 50,000 2.36 $0.910 50,000 50,000 1.81 $0.950 50,000 50,000 2.00 $0.992 300,000 300,000 3.74 $1.000 125,000 125,000 3.84 $1.350 100,000 50,000 2.58 $1.950 375,000 375,000 2.50 $2.320 100,000 100,000 2.69 $2.450 2,000,000 2,000,000 1.98 $2.500 100,000 100,000 2.65 $2.650 200,000 200,000 2.73 $2.850 56,250 56,250 1.95 $2.850 100,000 100,000 2.95 $3.000 25,000 25,000 2.96 $3.725 100,000 100,000 2.94 9,805,750 6,991,000 |
REVENUES (Tables)
REVENUES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF REVENUES COMPRISED OF MAJOR CATEGORIES | For the years ended December 31, 2020 and 2019, the Company’s revenues were comprised of the following major categories: SCHEDULE OF REVENUES COMPRISED OF MAJOR CATEGORIES 2020 2019 Product sales $ 39,400,726 $ 1,542,037 Product sales from related party - 29,029,249 Real estate 6,776,697 6,836,316 Management 1,481,897 2,798,738 Supply procurement 1,549,856 3,555,555 Licensing 1,684,792 1,794,161 Other 1,183 48,588 Total revenues $ 50,895,151 $ 45,604,644 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF RECONCILIATION OF INCOME TAXES | The reconciliations between the Company’s effective tax rates and the statutory tax rate for the years ended December 31, 2020 and 2019 were as follows: SCHEDULE OF RECONCILIATION OF INCOME TAXES 2020 2019 U.S federal taxes at the statutory rate 21.0% 21.0% State taxes net of federal benefit 7.5% 6.3% Valuation allowance (28.5)% (27.3)% Total 0.0% 0.0% |
SCHEDULE OF DEFERRED TAX ASSET | The approximate income tax effect of the Company’s loss carryforwards and temporary differences at December 31, 2020 and 2019 were as follows: SCHEDULE OF DEFERRED TAX ASSET 2020 2019 Deferred tax asset: Net operating loss carryforwards $ 7,613,003 $ 14,139,629 Allowance for doubtful accounts 28,601,392 28,854,999 Stock compensation 6,920,551 6,330,555 Loss on equity investments 21,649,421 22,375,404 Goodwill writeoffs 2,856,035 2,903,968 Change in fair value of investments 708,203 465,895 Lease payments 381,174 307,909 Deferred tax liabilities: - Depreciation (8,375,569 ) (3,941,315 ) Real estate revenue (2,502,727 ) (2,550,586 ) Net deferred tax asset 57,851,483 68,886,458 Valuation allowance (57,851,483 ) (68,886,458 ) Total $ - $ - |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF COMPONENTS OF LEASE EXPENSE | The components of lease expense for the year ended December 31, 2020 were as follows: SCHEDULE OF COMPONENTS OF LEASE EXPENSE Operating lease cost $ 983,601 Finance lease cost: Amortization of right-of-use assets $ 32,683 Interest on lease liabilities 7,488 Total finance lease cost $ 40,171 |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER ALL NON-CANCELABLE OPERATING LEASES | Future minimum lease payments as of December 31, 2020 under all non-cancelable leases having an initial or remaining term of more than one year were: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER ALL NON-CANCELABLE OPERATING LEASES Operating Finance 2020 $ 1,008,227 $ 38,412 2021 949,535 27,123 2022 910,166 23,201 2023 835,411 3,229 2024 805,329 - Thereafter 3,457,048 - Total lease payments 7,965,716 $ 91,965 Less: imputed interest (2,135,425 ) (9,063 ) $ 5,830,291 $ 82,902 |
SCHEDULE OF MAJORITY OWNED SUBS
SCHEDULE OF MAJORITY OWNED SUBSIDIARIES (Details) | Dec. 31, 2020 |
MariMed Advisors Inc. [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
Percentage Owned | 100.00% |
Mia Development LLC [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
Percentage Owned | 89.50% |
Mari Holdings IL LLC [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
Percentage Owned | 100.00% |
Mari Holdings MD LLC [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
Percentage Owned | 97.40% |
Mari Holdings NV LLC [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
Percentage Owned | 100.00% |
Hartwell Realty Holdings LLC [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
Percentage Owned | 100.00% |
iRollie LLC [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
Percentage Owned | 100.00% |
ARL Healthcare Inc. [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
Percentage Owned | 100.00% |
KPG of Anna LLC [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
Percentage Owned | 100.00% |
KPG of Harrisburg LLC [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
Percentage Owned | 100.00% |
MariMed Hemp Inc. [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
Percentage Owned | 100.00% |
MediTaurus LLC [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
Percentage Owned | 70.00% |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) | Dec. 31, 2020ft² |
Accounting Policies [Abstract] | |
Area of Land | 300,000 |
SCHEDULE OF ASSUMPTIONS USED (D
SCHEDULE OF ASSUMPTIONS USED (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Debt Instrument, Measurement Input | 0 | 0 |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fair value assumptions, measurement input, volatility factor | $ 1.059 | $ 1.039 |
Fair value assumptions, measurement input, risk free interest rates | 0.26% | 1.42% |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fair value assumptions, measurement input, volatility factor | $ 1.180 | $ 1.106 |
Fair value assumptions, measurement input, risk free interest rates | 1.30% | 2.28% |
Measurement Input, Expected Term [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fair value assumptions, measurement input, term | 9 months 18 days | 1 year 6 months |
Measurement Input, Expected Term [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fair value assumptions, measurement input, term | 4 years 3 months 18 days | 4 years |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Asset Impairment Charges | $ 0 | $ 0 | |
Unrecognized Tax Benefits | 0 | 0 | |
Operating income | 14,500,000 | ||
Operating loss | 41,500,000 | ||
Working capital deficit | 27,200,000 | ||
Number of common stock shares issued, values | 2,750,000 | ||
Subsequent Event [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Number of common stock shares issued, values | $ 23,000,000 | ||
Convertible Debentures Payable [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Potentially dilutive securities, amount | 1,300,000 | 10,000,000 | |
Convertible Promissory Notes [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Potentially dilutive securities, amount | $ 350,000 | $ 350,000 | |
Options and Warrants [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 26,722,918 | 18,051,357 | |
Common Stock [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 57,200,000 | ||
Maximum [Member] | Subsequent Event [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Number of shares exchanged value. | $ 46,000,000 | ||
Building and Building Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment useful life, description | forty | ||
Tenant Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment useful life, description | the remaining duration of the related lease | ||
Furniture and Fixtures [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment useful life, description | seven | ||
Furniture and Fixtures [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment useful life, description | ten | ||
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment useful life, description | ten | ||
Accounts Receivable [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Debt collectible reserve | $ 40,000,000 | $ 39,700,000 |
SCHEDULE OF FAIR VALUE OF ASSET
SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED ON ACQUISITION (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 02, 2019 | May 31, 2019 |
KPG of Anna LLC and KPG of Harrisburg LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 443,980 | |||
Inventory | 113,825 | |||
Intangibles | 2,067,727 | |||
Minority interests | 138,356 | |||
Accounts payable | (642,033) | |||
Accrued expenses | (186,005) | |||
Due to third parties | (1,020,850) | |||
Total value of MediTaurus | $ 915,000 | |||
Goodwill | $ 2,100,000 | $ 2,100,000 | ||
MediTaurus LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 64,196 | |||
Inventory | 519,750 | |||
Accounts payable | (777) | |||
Total value of MediTaurus | 3,251,200 | |||
Accounts receivable | 5,362 | |||
Goodwill | 2,662,669 | |||
Noncontrolling interests in MediTaurus | (975,360) | |||
Total fair value of consideration | $ 2,275,840 |
SCHEDULE OF UNAUDITED PRO FORMA
SCHEDULE OF UNAUDITED PRO FORMA RESULTS OF OPERATIONS (Details) | 12 Months Ended |
Dec. 31, 2019USD ($)$ / shares | |
Business Combinations [Abstract] | |
Total revenues | $ 48,444,052 |
Net income (loss) | $ (81,705,403) |
Net income (loss) per share | $ / shares | $ (0.39) |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) | Oct. 02, 2019USD ($)shares | Jun. 02, 2019USD ($)shares | Aug. 31, 2019USD ($)shares | May 31, 2019USD ($) | Dec. 31, 2018USD ($)ft²shares | Jul. 31, 2018USD ($) | Dec. 31, 2020USD ($)ft² | Dec. 31, 2019USD ($)shares | Apr. 30, 2021 | Oct. 31, 2019ft² | Dec. 21, 2018 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||||||||||||
Revenues | $ 50,895,151 | $ 45,604,644 | ||||||||||
Area of Land | ft² | 300,000 | |||||||||||
Cash used for acquisition | 211,823 | |||||||||||
Stock issued during period, value, acquisitions | $ 3,307,839 | |||||||||||
Members Kind Therapeutics USA Inc [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Equity onwership percentage | 30.00% | |||||||||||
KPG of Anna LLC and KPG of Harrisburg LLC [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Percentage of interests acquired in business acquisition | 100.00% | |||||||||||
Stock issued during period, shares, acquisitions | shares | 1,000,000 | |||||||||||
Revenues | $ 30,700,000 | $ 30,700,000 | ||||||||||
Pre tax income | $ 6,800,000 | |||||||||||
Mari Holdings IL LLC [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Percentage of interests acquired in business acquisition | 40.00% | |||||||||||
The Harvest Foundation LLC [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Percentage of interests acquired in business acquisition | 100.00% | |||||||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 1,000,000 | |||||||||||
The Harvest Foundation LLC [Member] | Two Owners [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 1,000,000 | |||||||||||
Sale of Stock, Consideration Received on Transaction | $ 1,200,000 | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 400,000 | |||||||||||
Kind Therapeutics USA Inc. [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Percentage of interests acquired in business acquisition | 100.00% | |||||||||||
Stock issued during period, shares, acquisitions | shares | 2,500,000 | |||||||||||
Equity onwership percentage | 70.00% | |||||||||||
Payment for business acquisition | $ 6,300,000 | |||||||||||
Lessor, Operating Lease, Term of Contract | 20 years | |||||||||||
Area of Land | ft² | 180,000 | |||||||||||
Kind Therapeutics USA Inc. [Member] | Anne Arundel County, MD [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Area of Land | ft² | 9,000 | |||||||||||
MediTaurus LLC [Member] | Purchase Agreement [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Percentage of interests acquired in business acquisition | 70.00% | |||||||||||
Stock issued during period, shares, acquisitions | shares | 520,000 | |||||||||||
Payment for business acquisition | $ 2,800,000 | |||||||||||
Cash used for acquisition | 720,000 | |||||||||||
Stock issued during period, value, acquisitions | $ 2,080,000 | |||||||||||
MediTaurus LLC [Member] | Purchase Agreement [Member] | Forecast [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Percentage of interests acquired in business acquisition | 30.00% | |||||||||||
AgriMed Industries of PA LLC [Member] | Purchase Agreement [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Percentage of interests acquired in business acquisition | 100.00% | |||||||||||
Payment for business acquisition | $ 2,949,000 | |||||||||||
Cash used for acquisition | $ 3,100,000 | |||||||||||
Stock issued during period, value, acquisitions | $ 8,000,000 |
SCHEDULE OF INVESTMENTS (Detail
SCHEDULE OF INVESTMENTS (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 31, 2018 |
Schedule of Investments [Line Items] | ||||
Total current investments | $ 1,357,193 | $ 1,449,144 | ||
Non-current investments | 1,165,788 | 1,324,661 | ||
Total investments | 2,522,981 | 2,773,805 | ||
MembersRSVP LLC [Member] | ||||
Schedule of Investments [Line Items] | ||||
Non-current investments | 1,165,788 | 1,066,975 | ||
Total investments | $ 1,215,000 | $ 300,000 | ||
Chooze Corp [Member] | ||||
Schedule of Investments [Line Items] | ||||
Non-current investments | 257,686 | |||
Total investments | 258,000 | |||
Flowr Corp. (Formerly Terrace Inc.) [Member] | ||||
Schedule of Investments [Line Items] | ||||
Total current investments | $ 1,357,193 | $ 1,449,144 |
INVESTMENTS (Details Narrative)
INVESTMENTS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||
Mar. 31, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 31, 2019 | May 31, 2019 | Feb. 28, 2019 | Dec. 31, 2018 | Aug. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 31, 2019 | |
Schedule of Investments [Line Items] | ||||||||||||
Change in fair value of investments | $ (349,638) | $ (640,856) | ||||||||||
Investments | $ 2,522,981 | $ 2,773,805 | 2,522,981 | 2,773,805 | ||||||||
Number of common stock shares issued, values | 2,750,000 | |||||||||||
Net income (loss), including portion attributable to noncontrolling interest | 2,429,267 | (81,880,925) | ||||||||||
Debt conversion, converted instrument, amount | 460,050 | |||||||||||
Equity non-cash, non-operating income | 98,813 | (30,334,503) | ||||||||||
Revenue from contract with customer, excluding assessed tax | 50,895,151 | $ 45,604,644 | ||||||||||
Common Stock [Member] | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Number of common stock issued during period | 1,014,995 | |||||||||||
Number of common stock shares issued, values | $ 1,015 | |||||||||||
Net income (loss), including portion attributable to noncontrolling interest | ||||||||||||
Debt conversion, converted instrument, amount | 2,525 | |||||||||||
GenCanna Global, Inc. [Member] | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Ownership percentage | 33.50% | |||||||||||
Debt conversion, converted instrument, amount | $ 30,000,000 | |||||||||||
Equity non-cash, non-operating income | 30,200,000 | |||||||||||
GenCanna Global, Inc. [Member] | Common Stock [Member] | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Debt conversion, converted instrument, amount | $ 229,000 | |||||||||||
Binske [Member] | Licensing Agreement [Member] | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Revenue from contract with customer, excluding assessed tax | 0 | 0 | ||||||||||
Binske [Member] | Licensing Agreement [Member] | Minimum [Member] | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Percentage for royalty | 10.00% | |||||||||||
Binske [Member] | Licensing Agreement [Member] | Maximum [Member] | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Percentage for royalty | 12.50% | |||||||||||
Subsequent Event [Member] | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Number of common stock shares issued, values | $ 23,000,000 | |||||||||||
MembersRSVP LLC [Member] | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Investments | $ 1,215,000 | $ 300,000 | ||||||||||
Number of common stock issued during period | 378,259 | |||||||||||
Number of common stock shares issued, values | $ 915,000 | |||||||||||
Ownership percentage | 23.00% | |||||||||||
Equity method investments | 99,000 | $ 105,000 | 99,000 | 105,000 | ||||||||
Equity method investment, quoted market value | 49,000 | 49,000 | ||||||||||
Net income (loss), including portion attributable to noncontrolling interest | 1,166,000 | |||||||||||
MembersRSVP LLC [Member] | Subsequent Event [Member] | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Ownership percentage | 12.00% | |||||||||||
Membership interest transferred | 11.00% | |||||||||||
Chooze Corp [Member] | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Investments | $ 258,000 | 258,000 | ||||||||||
Note receivable | $ 258,000 | |||||||||||
Ownership percentage | 2.70% | |||||||||||
Iconic Ventures Inc. [Member] | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Ownership percentage | 10.00% | |||||||||||
Flowr Corp. (Formerly Terrace Inc.) [Member] | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Shares of common stock exchanged | 500,000 | |||||||||||
Shares of common stock exchanged, value | $ 1,590,000 | |||||||||||
Percentage for acquired interest rate | 8.95% | |||||||||||
Number of shares received under acquisition | 0.4973 | |||||||||||
Change in fair value of investments | $ 92,000 | 141,000 | ||||||||||
Iconic Ventures Inc. [Member] | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Change in fair value of investments | $ 500,000 | |||||||||||
Value of shares purchased during period | $ 500,000 |
SCHEDULE OF FUTURE MINIMUM RENT
SCHEDULE OF FUTURE MINIMUM RENTAL RECEIPTS FOR NON-CANCELABLE LEASES AND SUBLEASES (Details) | Dec. 31, 2020USD ($) |
Deferred Rents Receivable | |
2021 | $ 4,667,497 |
2022 | 4,590,656 |
2023 | 4,292,769 |
2024 | 4,348,027 |
2025 | 4,412,299 |
Thereafter | 39,578,055 |
Total | $ 61,889,303 |
DEFERRED RENTS RECEIVABLE (Deta
DEFERRED RENTS RECEIVABLE (Details Narrative) $ in Millions | Dec. 31, 2020USD ($)ft² | Dec. 31, 2020USD ($)ft² | Dec. 31, 2019USD ($) | Feb. 28, 2021ft² | Jan. 31, 2017ft² | Sep. 30, 2016ft² |
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||||
Area of land | 300,000 | 300,000 | ||||
Operating Lease, Lease Income | $ | $ 13.9 | $ 9.5 | ||||
Contract with Customer, Liability, Revenue Recognized | $ | 15.8 | 11.3 | ||||
Loans and Leases Receivable, Deferred Income | $ | $ 1.9 | $ 1.9 | $ 1.8 | |||
DELAWARE | ||||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||||
Area of land | 100,000 | 100,000 | 45,000 | |||
Lease expiration description | The lease term is 10 years, with an option to extend the term for three additional five-year periods. | expires in 2035 | ||||
DELAWARE | Retails Space [Member] | ||||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||||
Area of land | 4,000 | 4,000 | ||||
Lessor, operating lease, option to extend | lease expiring in 2021 with a five-year option to extend | |||||
GERMANY | ||||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||||
Lease commencement description | commenced in 2017 | |||||
MARYLAND | ||||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||||
Area of land | 180,000 | |||||
Lease commencement description | commenced 2018 | |||||
Lease expiration description | expires in 2037 | |||||
MASSACHUSETTS | ||||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||||
Area of land | 10,000 | 10,000 | ||||
Lease expiration description | expiring in 2028 | |||||
MASSACHUSETTS | Non-Cannabis [Member] | ||||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||||
Area of land | 138,000 | 138,000 | ||||
Lease commencement description | commenced in 2017 | |||||
Lease expiration description | expires in 2022 | |||||
ILLINOIS | ||||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||||
Area of land | 3,400 | 3,400 | ||||
Lease commencement description | commenced in 2018 | |||||
Non-cancelable lease agreement, term | 20 years | 20 years | ||||
Wilmington, DE [Member] | Subsequent Event [Member] | ||||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||||
Area of land | 12,000 | |||||
Non-cancelable lease agreement, term | 5 years |
SCHEDULE OF NOTES RECEIVABLE (D
SCHEDULE OF NOTES RECEIVABLE (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Entity Listings [Line Items] | ||
Total notes receivable | $ 1,623,130 | $ 1,950,645 |
Notes receivable, current portion | 658,122 | 311,149 |
Notes receivable, less current portion | 965,008 | 1,639,496 |
First State Compassion Center [Member] | ||
Entity Listings [Line Items] | ||
Total notes receivable | 468,985 | 527,261 |
Healer LLC [Member] | ||
Entity Listings [Line Items] | ||
Total notes receivable | 899,226 | 846,985 |
High Fidelity Inc [Member] | ||
Entity Listings [Line Items] | ||
Total notes receivable | 254,919 | 252,873 |
Maryland Health & Wellness Center Inc. [Member] | ||
Entity Listings [Line Items] | ||
Total notes receivable | $ 323,526 |
NOTES RECEIVABLE (Details Narra
NOTES RECEIVABLE (Details Narrative) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |||
May 31, 2016 | Jun. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 31, 2019 | Jan. 31, 2019 | |
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||||||
Proceeds from sale of notes receivable | $ 479,630 | $ 211,989 | ||||
Notes receivable, related parties, current | 658,122 | 311,149 | ||||
Due to Related Parties, Current | 1,157,815 | 1,454,713 | ||||
Delaware Cannabis-licensee [Member] | ||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||||||
Debt instrument, term | 10 years | |||||
Proceeds from sale of notes receivable | $ 700,000 | |||||
Debt instrument, interest rate, stated percentage | 12.50% | |||||
Debt instrument, periodic payment | $ 10,000 | |||||
Notes receivable, related parties, current | 66,000 | $ 58,000 | ||||
Healer LLC [Member] | Dr. Dustin Sulak [Member] | ||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||||||
Proceeds from sale of notes receivable | $ 800,000 | |||||
Debt instrument, interest rate, stated percentage | 6.00% | |||||
Debt maturity description | principal and interest payable on maturity dates three years from the respective loan dates. | |||||
Dr. Dustin Sulak [Member] | ||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||||||
Due to Related Parties, Current | $ 337,000 | |||||
High Fidelity Inc [Member] | ||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||||||
Debt instrument, interest rate, stated percentage | 10.00% | |||||
Due to related parties | $ 250,000 | |||||
Maryland Health & Wellness Center Inc. [Member] | Construction Loan [Member] | ||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||||||
Debt instrument, interest rate, stated percentage | 8.00% | |||||
Due to related parties | $ 300,000 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Plants | $ 3,352,425 | $ 395,167 |
Ingredients and other raw materials | 176,338 | 225,620 |
Work-in-process | 468,377 | 80,476 |
Finished goods | 2,833,431 | 518,166 |
Total inventory | $ 6,830,571 | $ 1,219,429 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | $ 50,525,251 | $ 45,928,212 |
Less: accumulated depreciation | (4,888,722) | (3,135,843) |
Property and equipment, net | 45,636,529 | 42,792,369 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 3,988,810 | 3,887,710 |
Buildings and Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 29,309,856 | 27,063,235 |
Tenant Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 8,844,974 | 7,762,991 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 619,880 | 299,645 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 4,620,924 | 4,086,691 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | $ 3,140,807 | $ 2,827,940 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Entity Listings [Line Items] | ||
Property, Plant and Equipment, Additions | $ 4,700,000 | $ 9,700,000 |
Disposed of an asset | 91,000 | |
Accumulated depreciation | 6,000 | |
Loss on disposal of property and equipment | 85,000 | |
Depreciation, depletion and amortization, nonproduction | 1,800,000 | 1,000,000 |
Milford, DE and Annapolis, MD [Member] | ||
Entity Listings [Line Items] | ||
Construction in Progress, Gross | $ 3,100,000 | $ 2,800,000 |
INTANGIBLES (Details Narrative)
INTANGIBLES (Details Narrative) - USD ($) | Oct. 02, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Indefinite-lived Intangible Assets [Line Items] | |||
Revenues | $ 50,895,151 | $ 45,604,644 | |
KPG of Anna LLC and KPG of Harrisburg LLC [Member] | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Revenues | $ 30,700,000 | 30,700,000 | |
Pre tax income | $ 6,800,000 | ||
Goodwill | 2,100,000 | 2,100,000 | |
Cannabis Licenses [Member] | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Carrying value of intangbile assets | $ 161,000 | $ 296,000 |
SCHEDULE OF MORTGAGES PAYABLE (
SCHEDULE OF MORTGAGES PAYABLE (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Short-term Debt [Line Items] | ||
Total mortgages payable | $ 36,705,007 | |
Mortgage [Member] | ||
Short-term Debt [Line Items] | ||
Total mortgages payable | 16,131,150 | $ 7,336,730 |
Mortgages payable, current portion | (1,387,014) | (223,888) |
Mortgages payable, less current portion | 14,744,136 | 7,112,842 |
Mortgage [Member] | Bank of New England - Massachusetts Property [Member] | ||
Short-term Debt [Line Items] | ||
Total mortgages payable | 12,834,090 | 4,825,226 |
Mortgage [Member] | Bank of New England - Delaware Property [Member] | ||
Short-term Debt [Line Items] | ||
Total mortgages payable | 1,575,658 | 1,682,275 |
Mortgage [Member] | DuQuoin State Bank - Illinois Properties [Member] | ||
Short-term Debt [Line Items] | ||
Total mortgages payable | 814,749 | 829,229 |
Mortgage [Member] | South Porte Bank - Illinois Property [Member] | ||
Short-term Debt [Line Items] | ||
Total mortgages payable | $ 906,653 |
SCHEDULE OF AGGREGATE MATURITIE
SCHEDULE OF AGGREGATE MATURITIES OF DEBT OUTSTANDING (Details) | Dec. 31, 2020USD ($) |
Debt Disclosure [Abstract] | |
2021 | $ 11,546,190 |
2022 | 11,673,153 |
2023 | 549,894 |
2024 | 582,913 |
2025 | 623,190 |
Thereafter | 12,497,217 |
Total | 37,472,557 |
Less discounts | (767,550) |
Long-term debt, net | $ 36,705,007 |
DEBT (Details Narrative)
DEBT (Details Narrative) | Oct. 31, 2020USD ($)$ / sharesshares | Oct. 31, 2020USD ($)$ / sharesshares | Jul. 31, 2020USD ($) | Feb. 29, 2020USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($)ft²$ / sharesshares | Oct. 31, 2020USD ($)$ / sharesshares | Jul. 31, 2020USD ($) | Jun. 30, 2020USD ($)$ / sharesshares | Apr. 30, 2020USD ($) | Feb. 29, 2020USD ($) | Jun. 30, 2019USD ($)$ / sharesshares | Apr. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Sep. 30, 2018USD ($)$ / sharesshares | Nov. 30, 2017USD ($)ft² | May 31, 2016ft² | Dec. 31, 2020USD ($)ft²$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($) | Mar. 30, 2019USD ($) |
Debt Instrument [Line Items] | |||||||||||||||||||||
Area of Land | ft² | 300,000 | 300,000 | |||||||||||||||||||
Proceeds from Notes Payable | $ 6,549,763 | $ 19,760,000 | |||||||||||||||||||
Repayments of notes payable | 12,371,149 | ||||||||||||||||||||
Equity fee | $ 100,000 | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 460,050 | ||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.15 | $ 0.15 | $ 0.15 | ||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 5.50 | $ 5.50 | $ 5.50 | ||||||||||||||||||
8.8M Note [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 15.00% | ||||||||||||||||||||
Debt Instrument, Maturity Date, Description | matures in June 2022 | ||||||||||||||||||||
Interest and Debt Expense | $ 405,000 | ||||||||||||||||||||
Percentage of prepayment debt | 0.10 | ||||||||||||||||||||
Payment of discretionary monthly redemptions amount | 600,000 | ||||||||||||||||||||
Debt principal amount, current | $ 4,200,000 | $ 4,200,000 | |||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.30 | $ 0.30 | |||||||||||||||||||
Debt instruement intrinsic value | $ 0 | ||||||||||||||||||||
Debt instrument, beneficial conversion feature | 0 | ||||||||||||||||||||
8.8M Note [Member] | Minimum [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 4,000,000 | ||||||||||||||||||||
8.8M Note [Member] | Maximum [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Redemption of principal and unpaid interest | 250,000 | ||||||||||||||||||||
1M Note [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, face amount | $ 1,000,000 | ||||||||||||||||||||
Repayments of notes payable | 1,000,000 | ||||||||||||||||||||
3M Note [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, face amount | 3,000,000 | ||||||||||||||||||||
Repayments of notes payable | 3,000,000 | ||||||||||||||||||||
5.8M Note [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, face amount | 5,800,000 | ||||||||||||||||||||
Repayments of notes payable | 5,800,000 | ||||||||||||||||||||
Four Point Four Million Note [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, face amount | 4,400,000 | ||||||||||||||||||||
Repayments of notes payable | $ 4,400,000 | ||||||||||||||||||||
Secured Promissory Notes [Member] | 6M Note [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 13.00% | ||||||||||||||||||||
Debt instrument, extended maturity description | The $6M Note’s initial maturity date of December 31, 2019 was extended to April 2020 | ||||||||||||||||||||
Interest and Debt Expense | $ 300,000 | ||||||||||||||||||||
Debt Instrument, Fee Amount | $ 900,000 | ||||||||||||||||||||
Notes Issued | $ 6,000,000 | ||||||||||||||||||||
Secured Promissory Notes [Member] | 3M Note [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 10.00% | ||||||||||||||||||||
Debt Instrument, Maturity Date, Description | March 2020 | ||||||||||||||||||||
Debt instrument, extended maturity description | extended for an additional six months in accordance with its terms, with the interest rate increasing to 12% per annum during the extension period. Pursuant to the Initial Extension Agreement, the maturity date of the $3M Note was extended to December 2020. | ||||||||||||||||||||
Fair Value Adjustment of Warrants | $ 1,511,000 | ||||||||||||||||||||
Notes Issued | $ 3,000,000 | ||||||||||||||||||||
Promissory Note [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, Description | (the “$11.5M Note”), comprised of the principal amount of the $10M Note and the $1.5M Payment. | ||||||||||||||||||||
Promissory Note [Member] | 11.5M Note [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, face amount | $ 11,500,000 | $ 11,500,000 | |||||||||||||||||||
Debt Instrument, Interest Rate During Period | 15.00% | ||||||||||||||||||||
Debt Instrument, Maturity Date, Description | maturing in June 2020 | ||||||||||||||||||||
Promissory Note [Member] | 11.5M Note [Member] | Minimum [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 3,000,000 | ||||||||||||||||||||
Promissory Notes [Member] | Individuals and Accredited Investors [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, face amount | $ 1,560,000 | $ 1,560,000 | 2,760,000 | ||||||||||||||||||
Debt Instrument, Maturity Date, Description | maturing in 2021 | ||||||||||||||||||||
Proceeds from Notes Payable | $ 2,100,000 | 2,760,000 | |||||||||||||||||||
Repayments of notes payable | $ 2,800,000 | 0 | |||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.32 | $ 0.32 | |||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 500,000 | ||||||||||||||||||||
Promissory Notes [Member] | Minimum [Member] | Individuals and Accredited Investors [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 6.50% | ||||||||||||||||||||
Promissory Notes [Member] | Maximum [Member] | Individuals and Accredited Investors [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 18.00% | ||||||||||||||||||||
Promissory Notes [Member] | 3M Note [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 750,000 | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.80 | ||||||||||||||||||||
Amortization of Debt Discount (Premium) | 629,000 | $ 882,000 | |||||||||||||||||||
Promissory Notes [Member] | Initial Notes [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, face amount | 9,000,000 | ||||||||||||||||||||
Unpaid accrued interest | 1,500,000 | ||||||||||||||||||||
Existing Notes [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, face amount | 430,000 | ||||||||||||||||||||
Repayments of notes payable | $ 950,000 | ||||||||||||||||||||
Notes Payable, Fair Value Disclosure | $ 1,380,000 | $ 1,380,000 | |||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.43 | ||||||||||||||||||||
MariMed Hemp Inc. [Member] | Secured Promissory Notes [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Repayments of notes payable | 500,000 | ||||||||||||||||||||
MariMed Hemp Inc. [Member] | Secured Promissory Notes [Member] | Note Holder [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, face amount | 500,000 | 500,000 | |||||||||||||||||||
Interest and Debt Expense | 467,000 | ||||||||||||||||||||
Debt Instrument, Fee Amount | 30,000 | 30,000 | |||||||||||||||||||
MariMed Hemp Inc. [Member] | Secured Promissory Notes [Member] | 10M Note [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, face amount | $ 10 | $ 10,000,000 | |||||||||||||||||||
Debt Instrument, Maturity Date, Description | maturity date of January 31, 2020 | ||||||||||||||||||||
Repayments of notes payable | $ 1,500,000 | ||||||||||||||||||||
Warrants and rights outstanding term, description | three-year | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 375,000 | 375,000 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 4.50 | $ 4.50 | |||||||||||||||||||
Fair Value Adjustment of Warrants | $ 601,000 | $ 601,000 | |||||||||||||||||||
Interest and Debt Expense | 523,000 | ||||||||||||||||||||
Notes Payable, Fair Value Disclosure | 9,900,000 | ||||||||||||||||||||
MariMed Hemp Inc. [Member] | Secured Promissory Notes [Member] | 1M Note [Member] | GenCanna [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, face amount | $ 1,000,000 | ||||||||||||||||||||
MariMed Hemp Inc. [Member] | Secured Promissory Notes [Member] | 1M Note [Member] | Note Holder [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 15.00% | ||||||||||||||||||||
Repayments of notes payable | $ 30,000 | ||||||||||||||||||||
Mortgage Agreement [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Agreement term | 10 years | ||||||||||||||||||||
Mortgage Agreement [Member] | DuQuoin State Bank [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Area of Land | ft² | 3,400 | ||||||||||||||||||||
Debt Instrument, face amount | 815,000 | 815,000 | 829,000 | ||||||||||||||||||
Debt Instrument, Interest Rate During Period | 6.75% | ||||||||||||||||||||
Debt principal amount, current | 31,000 | 31,000 | 24,000 | ||||||||||||||||||
Mortgage Agreement [Member] | South Porte Bank [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 5.50% | ||||||||||||||||||||
Debt Instrument, Maturity Date, Description | maturity date of March 31, 2021 | ||||||||||||||||||||
Mortgage Agreement [Member] | Prime Rate [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | ||||||||||||||||||||
Mortgage Agreement [Member] | Prime Rate [Member] | July 31, 2020 [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | ||||||||||||||||||||
Mortgage Agreement [Member] | Floor Rate [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 6.25% | ||||||||||||||||||||
Mortgage Agreement [Member] | Floor Rate [Member] | July 31, 2020 [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 6.25% | ||||||||||||||||||||
Mortgage Agreement [Member] | New Bedford, Massachusetts [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 4,895,000 | ||||||||||||||||||||
Area of Land | ft² | 138,000 | ||||||||||||||||||||
Cultivating and processing facility | ft² | 70,000 | ||||||||||||||||||||
Debt Instrument, face amount | $ 4,800,000 | ||||||||||||||||||||
Mortgage Agreement [Member] | GERMANY | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Area of Land | ft² | 45,070 | ||||||||||||||||||||
Debt Instrument, face amount | 1,576,000 | 1,576,000 | 1,682,000 | ||||||||||||||||||
Debt Instrument, Maturity Date, Description | mortgage matures in 2031 | ||||||||||||||||||||
Debt principal amount, current | 114,000 | 114,000 | 105,000 | ||||||||||||||||||
Mortgage Agreement [Member] | GERMANY | September 2021 [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 5.25% | ||||||||||||||||||||
Mortgage Agreement [Member] | GERMANY | Prime Rate [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 1.50% | ||||||||||||||||||||
Mortgage Agreement [Member] | GERMANY | Floor Rate [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 5.25% | ||||||||||||||||||||
Refinanced Mortgage [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, face amount | $ 13,000,000 | 12,800,000 | 13,000,000 | 12,800,000 | 4,800,000 | ||||||||||||||||
Debt Instrument, Interest Rate During Period | 6.50% | ||||||||||||||||||||
Debt Instrument, Maturity Date, Description | matures in August 2025 | ||||||||||||||||||||
Proceeds from Notes Payable | $ 7,200,000 | ||||||||||||||||||||
Debt principal amount, current | 335,000 | 335,000 | $ 94,000 | ||||||||||||||||||
Exchange Agreement [Member] | 4.4 Million Notes [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 16.50% | ||||||||||||||||||||
Debt Instrument, Maturity Date, Description | maturing in August 2021 | ||||||||||||||||||||
Debt instrument, extended maturity description | The Company has the right to extend the maturity date through February 2022 upon payment of an extension fee equal to 2.5% of the principal amount of the loan. | ||||||||||||||||||||
Repayments of notes payable | 0 | ||||||||||||||||||||
Exchange Agreement [Member] | 4.4 Million Notes [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, face amount | $ 4,400,000 | $ 4,400,000 | |||||||||||||||||||
Interest Payable | 186,000 | 186,000 | |||||||||||||||||||
Second Amendment Agreement [Member] | 11.5M Note [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, face amount | $ 352,000 | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 1,900,000 | ||||||||||||||||||||
Debt conversion fee | $ 330,000 | ||||||||||||||||||||
Second Amendment Agreement [Member] | 8.8M Note [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, face amount | $ 8,800,000 | $ 8,800,000 | $ 8,800,000 | ||||||||||||||||||
Warrants and rights outstanding term, description | three-year | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 750,000 | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.50 | $ 0.50 | $ 0.50 | ||||||||||||||||||
Fair Value Adjustment of Warrants | $ 66,000 | ||||||||||||||||||||
GenCanna [Member] | MariMed Hemp Inc. [Member] | Secured Promissory Notes [Member] | 1M Note [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Repayments of notes payable | $ 180,000 | ||||||||||||||||||||
Extension Agreement [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 2,525,596 | ||||||||||||||||||||
Extension Agreement [Member] | 6M Note [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Interest Payable | $ 845,000 | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Rate | 10.00% | ||||||||||||||||||||
Extension Agreement [Member] | 900K Note [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Interest Payable | $ 20,100 | ||||||||||||||||||||
Payment of service fee | $ 900,000 | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Rate | 12.00% | ||||||||||||||||||||
Payment of service fee | $ 900 | ||||||||||||||||||||
Principal and accrued interest | $ 460,050 | $ 460,050 | |||||||||||||||||||
Initial Extension Agreement [Member] | 3M Note [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Payment of holding party fee | $ 50,000 | $ 50,000 | |||||||||||||||||||
Second Extension Agreement [Member] | 8.8M Note [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 750,000 | 750,000 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.25 | $ 0.25 | |||||||||||||||||||
Second Extension Agreement [Member] | Promissory Notes [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, face amount | $ 8,300,000 | $ 8,300,000 | |||||||||||||||||||
Debt Instrument, Interest Rate During Period | 12.00% | ||||||||||||||||||||
Debt principal amount, current | $ 1,900,000 | $ 1,900,000 | |||||||||||||||||||
Debt instrument, extended maturity description | mature in September 2022 | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.25 | $ 0.25 | $ 0.25 | ||||||||||||||||||
Interest and Debt Expense | $ 573,000 | ||||||||||||||||||||
Debt Instrument, Description | If all principal and accrued interest on either or both of the Amended Notes are not paid on or prior to their respective maturity dates, the Holding Party shall have the right, exercisable in its sole discretion at any time from September 2022 through March 2023, to convert all or a portion of the principal and interest owed into shares of the Company’s common stock at a conversion price equal to the average closing price for the 20 consecutive trading days prior to the date of conversion. | ||||||||||||||||||||
Amortization of Debt Discount (Premium) | 75,000 | ||||||||||||||||||||
Second Extension Agreement [Member] | Promissory Notes [Member] | 6.8M Note [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, face amount | $ 1,000,000 | $ 1,000,000 | 1,000,000 | ||||||||||||||||||
Interest and Debt Expense | 333,000 | ||||||||||||||||||||
Second Extension Agreement [Member] | Promissory Notes [Member] | 5.8M Note [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, face amount | $ 5,845,000 | $ 5,845,000 | 5,845,000 | ||||||||||||||||||
Second Extension Agreement [Member] | February 2021 [Member] | Promissory Notes [Member] | 5.5M Note [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Repayments of notes payable | 400,000 | ||||||||||||||||||||
Second Extension Agreement [Member] | May 2021 to August 2021 [Member] | Promissory Notes [Member] | 5.5M Note [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Repayments of notes payable | $ 3,000,000 | ||||||||||||||||||||
Debt Instrument, Description | The New $3M Note can be prepaid in whole or in part without penalty only after the $5.8M Note has been fully repaid. |
SCHEDULE OF DEBENTURE TRANSACTI
SCHEDULE OF DEBENTURE TRANSACTION (Details) | 12 Months Ended |
Dec. 31, 2020USD ($)shares | |
Convertible Debentures One [Member] | |
Schedule of Capitalization, Long-term Debt [Line Items] | |
Debt Instrument, Issuance Date | Oct. 17, 2018 |
Debt Instrument, Maturity Date | Oct. 16, 2020 |
Initial Principal | $ 5,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | 6.00% |
Issuance discount percentage | 1.00% |
Warrant Discount | $ 457,966 |
Beneficial Conv. Feature | $ 1,554,389 |
Converted To Common Stock | shares | 5,000,000 |
Outstanding Principal | |
Convertible Debentures Two [Member] | |
Schedule of Capitalization, Long-term Debt [Line Items] | |
Debt Instrument, Issuance Date | Nov. 7, 2018 |
Debt Instrument, Maturity Date | Nov. 6, 2020 |
Initial Principal | $ 5,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | 6.00% |
Issuance discount percentage | 1.00% |
Warrant Discount | $ 599,867 |
Beneficial Conv. Feature | $ 4,015,515 |
Converted To Common Stock | shares | 5,000,000 |
Outstanding Principal | |
Convertible Debentures Three [Member] | |
Schedule of Capitalization, Long-term Debt [Line Items] | |
Debt Instrument, Issuance Date | May 8, 2019 |
Debt Instrument, Maturity Date | May 7, 2021 |
Initial Principal | $ 5,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | 6.00% |
Issuance discount percentage | 1.00% |
Warrant Discount | $ 783,701 |
Beneficial Conv. Feature | $ 2,537,235 |
Converted To Common Stock | shares | 5,000,000 |
Outstanding Principal | |
Convertible Debentures Four [Member] | |
Schedule of Capitalization, Long-term Debt [Line Items] | |
Debt Instrument, Issuance Date | Jun. 28, 2019 |
Debt Instrument, Maturity Date | Jun. 27, 2021 |
Initial Principal | $ 2,500,000 |
Debt Instrument, Interest Rate, Stated Percentage | 0.00% |
Issuance discount percentage | 7.00% |
Warrant Discount | $ 145,022 |
Beneficial Conv. Feature | $ 847,745 |
Converted To Common Stock | shares | 2,200,000 |
Outstanding Principal | $ 300,000 |
Convertible Debentures Five [Member] | |
Schedule of Capitalization, Long-term Debt [Line Items] | |
Debt Instrument, Issuance Date | Aug. 20, 2019 |
Debt Instrument, Maturity Date | Aug. 19, 2021 |
Initial Principal | $ 2,500,000 |
Debt Instrument, Interest Rate, Stated Percentage | 0.00% |
Issuance discount percentage | 7.00% |
Warrant Discount | $ 219,333 |
Beneficial Conv. Feature | $ 850,489 |
Converted To Common Stock | shares | 2,500,000 |
Outstanding Principal | |
Convertible Debentures Six [Member] | |
Schedule of Capitalization, Long-term Debt [Line Items] | |
Debt Instrument, Issuance Date | Feb. 21, 2020 |
Debt Instrument, Maturity Date | Feb. 20, 2021 |
Initial Principal | $ 1,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | 6.50% |
Issuance discount percentage | 6.50% |
Warrant Discount | $ 28,021 |
Beneficial Conv. Feature | $ 379,183 |
Converted To Common Stock | shares | |
Outstanding Principal | $ 1,000,000 |
DEBENTURES PAYABLE (Details Nar
DEBENTURES PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | 17 Months Ended | 23 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | Feb. 29, 2020 | Dec. 31, 2020 | |
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||||
Amortization of original issue discount | $ 339,791 | $ 183,867 | ||
Interest expense | 9,810,475 | 12,718,952 | ||
21M Debentures Holder [Member] | ||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||||
Debt instrument, face amount | 1,300,000 | 10,000,000 | $ 1,300,000 | |
Unamortized balances of the beneficial conversion feature | 177,000 | 3,000,000 | 177,000 | |
Unamortized balance of warrants discount | 39,000 | 817,000 | 39,000 | |
Unamortized balance of original issue discount | 52,000 | 307,000 | 52,000 | |
Debt instrument, fair value disclosure | 1,000,000 | 5,800,000 | 1,000,000 | |
Convertible Debentures [Member] | ||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||||
Debt instrument, face amount | 9,700,000 | 8,600,000 | 9,700,000 | |
Interest payable | $ 365,000 | $ 376,000 | $ 365,000 | |
Conversion of promissory notes, shares | 77,766,559 | 6,798,339 | ||
Subscription outstanding, shares | 3,004,131 | |||
Amortization | $ 3,200,000 | $ 5,200,000 | ||
Amortization of the warrants discount | 805,000 | 1,300,000 | ||
Amortization of original issue discount | 321,000 | 184,000 | ||
Interest expense | $ 224,000 | $ 513,000 | ||
Convertible Debentures [Member] | Minimum [Member] | ||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||||
Debt instrument, convertible, conversion price | $ 0.11 | $ 0.37 | $ 0.11 | |
Convertible Debentures [Member] | Maximum [Member] | ||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||||
Debt instrument, convertible, conversion price | $ 0.34 | $ 3.06 | $ 0.34 | |
Convertible Debentures [Member] | 21M Debentures Holder [Member] | ||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||||
Debt instrument, face amount | $ 21,000,000 | $ 21,000,000 | $ 21,000,000 | $ 21,000,000 |
Ownership percentage | 80.00% | |||
Accrued unpaid interes | 10.00% | |||
Debt redemption percentage | 110.00% | |||
Warrant term | three-year warrants | three-year warrants | ||
Class of warrant or right, number of securities called by warrants or rights | 180,000 | 850,000 | 180,000 | |
Debt instrument, convertible, conversion price | $ 0.75 | $ 0.75 | ||
Fair value adjustment of warrants | $ 2,200,000 | $ 1,148,000 | ||
Intrinsic value of the beneficial conversion feature | $ 10,200,000 | |||
Common stock shares description | current authorized number of 500 million shares of common stock | |||
Convertible Debentures [Member] | 21M Debentures Holder [Member] | Warrant [Member] | ||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||||
Class of warrant or right, number of securities called by warrants or rights | 1,354.67 | 1,354.67 | ||
Convertible Debentures [Member] | 21M Debentures Holder [Member] | Minimum [Member] | ||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||||
Ownership percentage | 4.99% | |||
Debt instrument, convertible, conversion price | $ 3 | |||
Convertible Debentures [Member] | 21M Debentures Holder [Member] | Minimum [Member] | Warrant [Member] | ||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||||
Debt instrument, convertible, conversion price | $ 0.75 | $ 0.75 | ||
Convertible Debentures [Member] | 21M Debentures Holder [Member] | Maximum [Member] | ||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||||
Debt instrument, convertible, conversion price | $ 5 | |||
Convertible Debentures [Member] | 21M Debentures Holder [Member] | Maximum [Member] | Warrant [Member] | ||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||||
Debt instrument, convertible, conversion price | $ 5.50 | $ 5.50 | ||
Convertible Debentures [Member] | Holder [Member] | ||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||||
Debt instrument, face amount | $ 19,700,000 | $ 19,700,000 | ||
Interest payable | $ 777,000 | $ 777,000 | ||
Conversion of promissory notes, shares | 88,093,390 | |||
Convertible Debentures [Member] | Holder [Member] | Minimum [Member] | ||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||||
Debt instrument, convertible, conversion price | $ 0.11 | $ 0.11 | ||
Convertible Debentures [Member] | Holder [Member] | Maximum [Member] | ||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||||
Debt instrument, convertible, conversion price | $ 3.06 | $ 3.06 |
MEZZANINE EQUITY (Details Narra
MEZZANINE EQUITY (Details Narrative) | 1 Months Ended |
Feb. 29, 2020$ / sharesshares | |
Series B Convertible Preferred Stock [Member] | Volume Weighted Average Price of Common Stock [Member] | |
Entity Listings [Line Items] | |
Preferred stock, conversion price | $ 4 |
Number of trading days, description | least twenty consecutive trading days |
Series B preferred stock conversion price, description | If the sixty-day VWAP is less than or equal to $0.50 per share, the Company shall have the option to (i) convert all shares of Series B convertible preferred stock into common stock at a conversion price of $1.00 per share, and pay cash to the Series B Holders equal to the difference between the 60-day VWAP and $3.00 per share, or (ii) pay cash to the Series B Holders equal to $3.00 per share. |
Series B Holders [Member] | |
Entity Listings [Line Items] | |
Share issued price | $ 3 |
Preferred stock, conversion price | $ 3 |
Exchange Agreement [Member] | Two Institutional Shareholders [Member] | Series B Convertible Preferred Stock [Member] | |
Entity Listings [Line Items] | |
Stock Issued During Period Shares Exchanged | shares | 4,908,333 |
Share issued price | $ 3 |
Treasury stock per share value | $ 3 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Feb. 29, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 31, 2019 | |
Class of Stock [Line Items] | ||||
Additional Paid in Capital | $ 112,974,329 | $ 112,245,730 | ||
Total proceeds from issuance of common stock | 2,750,000 | |||
Loss on debt settlements | 45,000 | 5,000 | ||
Shares Granted, Value, Share-based Payment Arrangement, after Forfeiture | $ 21,459 | 223,148 | ||
Stock Issued During Period, Value, New Issues | $ 2,750,000 | |||
Incentive Plan [Member] | ||||
Class of Stock [Line Items] | ||||
Number of shares reserved | 40,000,000 | |||
KPG of Anna LLC and Mari Holdings MD LLC [Member] | ||||
Class of Stock [Line Items] | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 1,000,000 | |||
The Harvest Foundation LLC [Member] | ||||
Class of Stock [Line Items] | ||||
Sale of Stock, Number of Shares Issued in Transaction | 1,000,000 | |||
MediTaurus LLC [Member] | ||||
Class of Stock [Line Items] | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 520,000 | |||
Previously Issued Subscription [Member] | ||||
Class of Stock [Line Items] | ||||
Number of common stock issued during period | 3,236,857 | 97,136 | ||
Stock Issued During Period, Value, New Issues | $ 1,168,000 | $ 169,000 | ||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 3,004,131 | |||
Promissory Note [Member] | ||||
Class of Stock [Line Items] | ||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 6,165,355 | 2,435,116 | ||
Debt Instrument, Periodic Payment | $ 1,400,000 | $ 1,000,000 | ||
21M Debentures Holder [Member] | ||||
Class of Stock [Line Items] | ||||
Number of common stock issued during period | 3,004,131 | |||
Stock Issued During Period, Value, New Issues | $ 1,117,000 | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 6,798,339 | |||
Debt Instrument, face amount | $ 10,100,000 | |||
Debt Conversion, Converted Instrument, Shares Issued | 77,766,559 | |||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 9,000,000 | |||
Current Employee [Member] | ||||
Class of Stock [Line Items] | ||||
Shares Granted, Value, Share-based Payment Arrangement, after Forfeiture | $ 21,000 | $ 223,000 | ||
Stock to be issued, options | 11,413 | 32,726 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 90,000 | 141,546 | ||
Number of common stock shares issued from exercise of stock options | 1,297,447 | |||
Shares Granted, Value, Share-based Payment Arrangement, Forfeited | $ 0 | |||
Chief Executive Officer [Member] | 21M Debentures Holder [Member] | ||||
Class of Stock [Line Items] | ||||
Stock Issued During Period, Value, New Issues | 200,000 | |||
Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Total proceeds from issuance of common stock | $ 0 | $ 2,750,000 | ||
Common stock issued to settle obligations, shares | 4,400,000 | 172,663 | ||
Common stock issued to settle obligations value | $ 699,000 | $ 121,000 | ||
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantInPeriod] | 109,210 | |||
Shares Granted, Value, Share-based Payment Arrangement, after Forfeiture | $ 98 | $ 109 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 97,797 | 108,820 | ||
Number of common stock issued during period | 1,014,995 | |||
Stock Issued During Period, Value, New Issues | $ 1,015 | |||
Debt Conversion, Converted Instrument, Shares Issued | 2,525,596 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 550,000 | 3,061,808 | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 16,917,168 | 11,780,107 | ||
Common Stock [Member] | Minimum [Member] | ||||
Class of Stock [Line Items] | ||||
Share issued price | $ 0.70 | |||
Common Stock [Member] | Maximum [Member] | ||||
Class of Stock [Line Items] | ||||
Share issued price | $ 3.25 | |||
Stock Options [Member] | ||||
Class of Stock [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 550,000 | 3,261,808 | ||
Warrant [Member] | ||||
Class of Stock [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 817,939 | 686,104 | ||
Warrant [Member] | 10M Note [Member] | ||||
Class of Stock [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 0 | 686,104 | ||
Common Stock Issuance Obligations [Member] | ||||
Class of Stock [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 11,413 | 32,726 | ||
Number of stock options granted, value | $ 5,000 | $ 29,000 | ||
Flowr Corp. (Formerly Terrace Inc.) [Member] | ||||
Class of Stock [Line Items] | ||||
Number of common stock issued during period | 500,000 | |||
Exchange Agreement [Member] | Two Institutional Shareholders [Member] | Series B Convertible Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Stock issued during the period, exchanged | 4,908,333 | |||
Treasury Stock, Preferred, Value | $ 14,725,000 | |||
Share issued price | $ 3 | |||
Treasury Stock, Common, Value | $ 5,000 | |||
Additional Paid in Capital | $ 14,720,000 | |||
Sale of Stock, Number of Shares Issued in Transaction | 1,014,995 |
SCHEDULE OF STOCK OPTIONS OUTST
SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE (Details) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding shares under option | 9,805,750 |
Exercisable shares under option | 6,991,000 |
Range One [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.140 |
Outstanding shares under option | 160,000 |
Exercisable shares under option | |
Remaining Life in Years | 4 years 6 months 7 days |
Range Two [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.149 |
Outstanding shares under option | 500,000 |
Exercisable shares under option | 500,000 |
Remaining Life in Years | 5 years |
Range Three [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.169 |
Outstanding shares under option | 200,000 |
Exercisable shares under option | 200,000 |
Remaining Life in Years | 4 years 10 months 13 days |
Range Four [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.210 |
Outstanding shares under option | 70,000 |
Exercisable shares under option | |
Remaining Life in Years | 4 years 10 months 24 days |
Range Five [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.225 |
Outstanding shares under option | 2,000,000 |
Exercisable shares under option | 687,500 |
Remaining Life in Years | 4 years 10 months 9 days |
Range Six [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.250 |
Outstanding shares under option | 20,000 |
Exercisable shares under option | 10,000 |
Remaining Life in Years | 4 years 4 months 28 days |
Range Seven [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.250 |
Outstanding shares under option | 50,000 |
Exercisable shares under option | |
Remaining Life in Years | 4 years 9 months 25 days |
Range Eight [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.250 |
Outstanding shares under option | 800,000 |
Exercisable shares under option | |
Remaining Life in Years | 4 years 10 months 13 days |
Range Nine [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.250 |
Outstanding shares under option | 80,000 |
Exercisable shares under option | 20,000 |
Remaining Life in Years | 4 years 10 months 24 days |
Range Ten [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.250 |
Outstanding shares under option | 50,000 |
Exercisable shares under option | 50,000 |
Remaining Life in Years | 4 years 2 months 1 day |
Range Eleven [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.300 |
Outstanding shares under option | 554,500 |
Exercisable shares under option | 277,250 |
Remaining Life in Years | 4 years 3 months |
Range Twelve [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.330 |
Outstanding shares under option | 50,000 |
Exercisable shares under option | 50,000 |
Remaining Life in Years | 2 months 8 days |
Range Thirteen [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.417 |
Outstanding shares under option | 900,000 |
Exercisable shares under option | 875,000 |
Remaining Life in Years | 3 years 11 months 23 days |
Range Fourteen [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.450 |
Outstanding shares under option | 125,000 |
Exercisable shares under option | 125,000 |
Remaining Life in Years | 9 months |
Range Fifteen [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.590 |
Outstanding shares under option | 15,000 |
Exercisable shares under option | 15,000 |
Remaining Life in Years | 3 years 11 months 4 days |
Range Sixteen [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.630 |
Outstanding shares under option | 300,000 |
Exercisable shares under option | 300,000 |
Remaining Life in Years | 1 year |
Range Seventeen [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.770 |
Outstanding shares under option | 200,000 |
Exercisable shares under option | 200,000 |
Remaining Life in Years | 2 years |
Range Eighteen [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.900 |
Outstanding shares under option | 50,000 |
Exercisable shares under option | 50,000 |
Remaining Life in Years | 2 years 4 months 9 days |
Range Nineteen [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.910 |
Outstanding shares under option | 50,000 |
Exercisable shares under option | 50,000 |
Remaining Life in Years | 1 year 9 months 21 days |
Range Twenty [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.950 |
Outstanding shares under option | 50,000 |
Exercisable shares under option | 50,000 |
Remaining Life in Years | 2 years |
Range Twenty One [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.992 |
Outstanding shares under option | 300,000 |
Exercisable shares under option | 300,000 |
Remaining Life in Years | 3 years 8 months 26 days |
Range Twenty Two [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 1 |
Outstanding shares under option | 125,000 |
Exercisable shares under option | 125,000 |
Remaining Life in Years | 3 years 10 months 2 days |
Range Twenty Three [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 1.350 |
Outstanding shares under option | 100,000 |
Exercisable shares under option | 50,000 |
Remaining Life in Years | 2 years 6 months 29 days |
Range Twenty Four [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 1.950 |
Outstanding shares under option | 375,000 |
Exercisable shares under option | 375,000 |
Remaining Life in Years | 2 years 6 months |
Range Twenty Five [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 2.320 |
Outstanding shares under option | 100,000 |
Exercisable shares under option | 100,000 |
Remaining Life in Years | 2 years 8 months 8 days |
Range Twenty Six [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 2.450 |
Outstanding shares under option | 2,000,000 |
Exercisable shares under option | 2,000,000 |
Remaining Life in Years | 1 year 11 months 23 days |
Range Twenty Seven [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 2.500 |
Outstanding shares under option | 100,000 |
Exercisable shares under option | 100,000 |
Remaining Life in Years | 2 years 7 months 24 days |
Range Twenty Eight [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 2.650 |
Outstanding shares under option | 200,000 |
Exercisable shares under option | 200,000 |
Remaining Life in Years | 2 years 8 months 23 days |
Range Twenty Nine [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 2.850 |
Outstanding shares under option | 56,250 |
Exercisable shares under option | 56,250 |
Remaining Life in Years | 1 year 11 months 12 days |
Range Thirty [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 2.850 |
Outstanding shares under option | 100,000 |
Exercisable shares under option | 100,000 |
Remaining Life in Years | 2 years 11 months 12 days |
Range Thirty One [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 3 |
Outstanding shares under option | 25,000 |
Exercisable shares under option | 25,000 |
Remaining Life in Years | 2 years 11 months 15 days |
Range Thirty Two [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 3.725 |
Outstanding shares under option | 100,000 |
Exercisable shares under option | 100,000 |
Remaining Life in Years | 2 years 11 months 8 days |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cashless Basis [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Amortized fair value of options granted | $ 2,167,499 | |
Share-based Payment Arrangement, Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 5 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,565,000 | |
Fair value of options granted | $ 501,000 | $ 1,502,000 |
Amortized fair value of options granted | 282,000 | 544,000 |
Amortization of share based compensation | $ 801,000 | $ 144,000 |
Share-based compensation arrangement by share-based payment award, options, exercises in period | 550,000 | 3,667,499 |
Stock repurchased during period, shares | 405,691 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 200,000 | 936,251 |
Amoritization | $ 113,000 | $ 527,000 |
Share-based Payment Arrangement, Option [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 4,494,500 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.30 | $ 1.95 |
Share-based compensation arrangement by share-based payment award, options, exercisable, weighted average exercise price | 0.14 | 0.77 |
Share-based Payment Arrangement, Option [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | 0.14 | 0.42 |
Share-based compensation arrangement by share-based payment award, options, exercisable, weighted average exercise price | $ 0.13 | $ 0.08 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 30, 2020 | Feb. 29, 2020 | |
Entity Listings [Line Items] | |||||||
Interest expense | $ 9,810,475 | $ 12,718,952 | |||||
Warrant [Member] | |||||||
Entity Listings [Line Items] | |||||||
Class of warrant or right, number of securities called by warrants or rights | 817,939 | 686,104 | |||||
Proceeds from issuance of warrants | $ 612,000 | ||||||
Warrant exercised | 0 | ||||||
Warrants forfeited | 0 | ||||||
Common Stock [Member] | |||||||
Entity Listings [Line Items] | |||||||
Class of warrant or right, number of securities called by warrants or rights | 16,917,168 | 11,780,107 | |||||
Stand Alone Warrants [Member] | |||||||
Entity Listings [Line Items] | |||||||
Class of warrant or right, number of securities called by warrants or rights | 625,000 | ||||||
Class of warrant or right, exercise price of warrants or rights | $ 0.50 | ||||||
Warrants term | expiring three years | expiring three years | |||||
Fair value adjustment of warrants | $ 2,000 | $ 392,000 | |||||
Minimum [Member] | |||||||
Entity Listings [Line Items] | |||||||
Class of warrant or right, exercise price of warrants or rights | $ 0.15 | $ 0.15 | |||||
Minimum [Member] | Warrant [Member] | |||||||
Entity Listings [Line Items] | |||||||
Class of warrant or right, exercise price of warrants or rights | $ 0.40 | 0.12 | |||||
Minimum [Member] | Stand Alone Warrants [Member] | |||||||
Entity Listings [Line Items] | |||||||
Class of warrant or right, number of securities called by warrants or rights | 25,000 | ||||||
Class of warrant or right, exercise price of warrants or rights | 0.80 | ||||||
Maximum [Member] | |||||||
Entity Listings [Line Items] | |||||||
Class of warrant or right, exercise price of warrants or rights | $ 5.50 | 5.50 | |||||
Maximum [Member] | Warrant [Member] | |||||||
Entity Listings [Line Items] | |||||||
Class of warrant or right, exercise price of warrants or rights | 2.25 | 1.75 | |||||
Maximum [Member] | Stand Alone Warrants [Member] | |||||||
Entity Listings [Line Items] | |||||||
Class of warrant or right, exercise price of warrants or rights | $ 1.71 | ||||||
8.8M Note [Member] | |||||||
Entity Listings [Line Items] | |||||||
Debt instrument, convertible, conversion price | $ 0.30 | ||||||
10M Note [Member] | Warrant [Member] | |||||||
Entity Listings [Line Items] | |||||||
Class of warrant or right, number of securities called by warrants or rights | 0 | 686,104 | |||||
Third Party Note [Member] | Common Stock [Member] | |||||||
Entity Listings [Line Items] | |||||||
Interest expense | $ 5,000 | ||||||
Third Party Note [Member] | Common Stock [Member] | Third Party [Member] | |||||||
Entity Listings [Line Items] | |||||||
Class of warrant or right, exercise price of warrants or rights | $ 0.75 | ||||||
Proceeds from issuance of warrants | $ 100,000 | ||||||
Third Party Note [Member] | Maximum [Member] | Warrant [Member] | |||||||
Entity Listings [Line Items] | |||||||
Class of warrant or right, number of securities called by warrants or rights | 10,000 | ||||||
Second Amendment Agreement [Member] | 8.8M Note [Member] | |||||||
Entity Listings [Line Items] | |||||||
Debt instrument, face amount | $ 8,800,000 | $ 8,800,000 | |||||
Class of warrant or right, number of securities called by warrants or rights | 750,000 | ||||||
Class of warrant or right, exercise price of warrants or rights | $ 0.50 | $ 0.50 | |||||
Warrants term | three-year | ||||||
Fair value adjustment of warrants | $ 66,000 | ||||||
Second Extension Agreement [Member] | 8.8M Note [Member] | |||||||
Entity Listings [Line Items] | |||||||
Class of warrant or right, number of securities called by warrants or rights | 750,000 | ||||||
Class of warrant or right, exercise price of warrants or rights | $ 0.25 | ||||||
Warrants term | four-year warrants | ||||||
Second Extension Agreement One [Member] | Eight Point Eight Million Note 1 [Member] | |||||||
Entity Listings [Line Items] | |||||||
Class of warrant or right, number of securities called by warrants or rights | 5,000,000 | ||||||
Warrant Agreement [Member] | Minimum [Member] | |||||||
Entity Listings [Line Items] | |||||||
Class of warrant or right, exercise price of warrants or rights | $ 1.80 | ||||||
Warrant Agreement [Member] | Maximum [Member] | |||||||
Entity Listings [Line Items] | |||||||
Class of warrant or right, exercise price of warrants or rights | $ 0.11 | ||||||
Warrant Agreement [Member] | 3M Note [Member] | |||||||
Entity Listings [Line Items] | |||||||
Fair value adjustment of warrants | $ 69,000 | ||||||
Warrant Agreement [Member] | 3M Note [Member] | Minimum [Member] | |||||||
Entity Listings [Line Items] | |||||||
Class of warrant or right, number of securities called by warrants or rights | 750,000 | ||||||
21M Debentures Holder [Member] | |||||||
Entity Listings [Line Items] | |||||||
Debt instrument, face amount | 1,300,000 | 10,000,000 | |||||
Amortization of interest expense for warrants | 576,000 | 331,000 | |||||
Convertible Debentures [Member] | |||||||
Entity Listings [Line Items] | |||||||
Debt instrument, face amount | 9,700,000 | 8,600,000 | |||||
Interest expense | $ 224,000 | $ 513,000 | |||||
Convertible Debentures [Member] | Minimum [Member] | |||||||
Entity Listings [Line Items] | |||||||
Debt instrument, convertible, conversion price | $ 0.11 | $ 0.37 | |||||
Convertible Debentures [Member] | Maximum [Member] | |||||||
Entity Listings [Line Items] | |||||||
Debt instrument, convertible, conversion price | $ 0.34 | $ 3.06 | |||||
Convertible Debentures [Member] | 21M Debentures Holder [Member] | |||||||
Entity Listings [Line Items] | |||||||
Debt instrument, face amount | $ 21,000,000 | $ 21,000,000 | $ 21,000,000 | ||||
Warrants term | 3 years | ||||||
Class of warrant or right, number of securities called by warrants or rights | 180,000 | 850,000 | |||||
Class of warrant or right, exercise price of warrants or rights | $ 0.75 | ||||||
Fair value of warrants | $ 1,148,000 | ||||||
Amortization of interest expense for warrants | $ 24,000 | ||||||
Warrants term | three-year warrants | three-year warrants | |||||
Debt instrument, convertible, conversion price | $ 0.75 | ||||||
Fair value adjustment of warrants | $ 2,200,000 | $ 1,148,000 | |||||
Convertible Debentures [Member] | 21M Debentures Holder [Member] | Minimum [Member] | |||||||
Entity Listings [Line Items] | |||||||
Debt instrument, convertible, conversion price | $ 3 | ||||||
Convertible Debentures [Member] | 21M Debentures Holder [Member] | Maximum [Member] | |||||||
Entity Listings [Line Items] | |||||||
Debt instrument, convertible, conversion price | $ 5 | ||||||
Secured Promissory Notes [Member] | 8.8M Note [Member] | MariMed Hemp Inc. [Member] | |||||||
Entity Listings [Line Items] | |||||||
Fair value of warrants | 639,000 | ||||||
Amortization of interest expense for warrants | $ 90,000 | ||||||
Secured Promissory Notes [Member] | 10M Note [Member] | MariMed Hemp Inc. [Member] | |||||||
Entity Listings [Line Items] | |||||||
Debt instrument, face amount | $ 10 | $ 10,000,000 | |||||
Class of warrant or right, number of securities called by warrants or rights | 375,000 | 375,000 | |||||
Class of warrant or right, exercise price of warrants or rights | $ 4.50 | $ 4.50 | |||||
Amortization of interest expense for warrants | $ 523,000 | ||||||
Warrants term | three-year warrants | ||||||
Fair value adjustment of warrants | $ 601,000 | $ 601,000 | |||||
Secured Promissory Notes [Member] | Third Party Note [Member] | MariMed Hemp Inc. [Member] | |||||||
Entity Listings [Line Items] | |||||||
Warrants term | four-year warrants | ||||||
Secured Promissory Notes [Member] | 3M Note [Member] | |||||||
Entity Listings [Line Items] | |||||||
Fair value adjustment of warrants | $ 1,511,000 | ||||||
Notes Issued | $ 3,000,000 |
SCHEDULE OF REVENUES COMPRISED
SCHEDULE OF REVENUES COMPRISED OF MAJOR CATEGORIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 50,895,151 | $ 45,604,644 |
Product Sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 39,400,726 | 1,542,037 |
Product Sales From Related Party [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 29,029,249 | |
Real Estate [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 6,776,697 | 6,836,316 |
Management Service [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 1,481,897 | 2,798,738 |
Supply Procurement [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 1,549,856 | 3,555,555 |
License and Service [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 1,684,792 | 1,794,161 |
Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 1,183 | $ 48,588 |
REVENUES (Details Narrative)
REVENUES (Details Narrative) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer Benchmark [Member] | Two Clients [Member] | ||
Ceded Credit Risk [Line Items] | ||
Concentration Risk, Percentage | 20.00% | 78.00% |
BAD DEBTS (Details Narrative)
BAD DEBTS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Accounts receivable, allowance for credit loss | $ 39,500,000 | |
Increase in reserve working capital | 3,400,000 | |
Accounts receivable, allowance for credit loss, writeoff | 1,600,000 | |
Bad debts | $ 982,488 | 44,539,820 |
Provision for doubtful account | 982,000 | |
GenCanna Global, Inc. [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Accounts receivable, allowance for credit loss, writeoff | 29,000,000 | |
Accounts receivable, related parties, current | 9,700,000 | |
Harvest Foundation L L C [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Accounts receivable, related parties, current | 76,000 | |
Due from related parties | 239,000 | |
A R Allowance [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Accounts receivable, allowance for credit loss | 500,000 | |
Increase in reserve working capital | 482,000 | |
Accounts receivable, allowance for credit loss, writeoff | 366,000 | 600,000 |
Accounts receivable, related parties, current | 790,000 | |
W C Reserve [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Increase in reserve working capital | $ 482,000 | 1,500,000 |
W C Reserve [Member] | Harvest Foundation L L C [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Increase in reserve working capital | $ 1,900,000 |
SCHEDULE OF RECONCILIATION OF I
SCHEDULE OF RECONCILIATION OF INCOME TAXES (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
U.S federal taxes at the statutory rate | 21.00% | 21.00% |
State taxes net of federal benefit | 7.50% | 6.30% |
Valuation allowance | (28.50%) | (27.30%) |
Total deferred tax asset | 0.00% | 0.00% |
SCHEDULE OF DEFERRED TAX ASSET
SCHEDULE OF DEFERRED TAX ASSET (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 7,613,003 | $ 14,139,629 |
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Allowance for Doubtful Accounts | 28,601,392 | 28,854,999 |
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost | 6,920,551 | 6,330,555 |
Deferred Tax Assets, Equity Method Investments | 21,649,421 | 22,375,404 |
Deferred Tax Assets, Goodwill and Intangible Assets | 2,856,035 | 2,903,968 |
Deferred Tax Assets, Investments | 708,203 | 465,895 |
[custom:DeferredTaxAssetsLeasePayments-0] | 381,174 | 307,909 |
Depreciation | (8,375,569) | (3,941,315) |
[custom:DeferredTaxLiabilitiesRealEstateRevenue-0] | (2,502,727) | (2,550,586) |
Net deferred tax asset | 57,851,483 | 68,886,458 |
Valuation allowance | (57,851,483) | (68,886,458) |
Total |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Operating Loss Carryforwards | $ 10,600,000 | $ 26,300,000 |
State and Local Income Tax Expense (Benefit), Continuing Operations | 2,100,000 | 67,000 |
Federal Income Tax Expense (Benefit), Continuing Operations | $ 0 | |
Percentage of taxable income subject to annual limitation of federal net operating loss carryforward | 80.00% | |
Operating loss carryforward, expiration description | expire at various dates beginning in 2031 | |
Uncertain tax positions | $ 0 | 0 |
Accrued interest or penalties related to uncertain tax positions | $ 0 | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||
Revenues | $ 50,895,151 | $ 45,604,644 | |
Accounts receivable, write off | 1,600,000 | ||
Lease term, description | 10 | ||
Operating Lease, Expense | 156,000 | 156,000 | |
Payment to acquire | 4,687,795 | 9,668,521 | |
Due to Other Related Parties | $ 1,200,000 | $ 1,500,000 | |
Common Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 550,000 | 3,061,808 | |
Common Stock [Member] | Minimum [Member] | |||
Related Party Transaction [Line Items] | |||
Shares Issued, Price Per Share | $ 0.70 | ||
Common Stock [Member] | Maximum [Member] | |||
Related Party Transaction [Line Items] | |||
Shares Issued, Price Per Share | $ 3.25 | ||
Three Independent Board Members [Member] | |||
Related Party Transaction [Line Items] | |||
Weighted-average remaining contractual term, description. | five-year options | ||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | 100,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased | $ 0.99 | ||
Fair value of options granted | $ 191,000 | $ 189,000 | |
C E O And C F O And Independent Board Member [Member] | Common Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 550,000 | ||
C E O And C F O And Independent Board Member [Member] | Options [Member] | Minimum [Member] | |||
Related Party Transaction [Line Items] | |||
Shares Issued, Price Per Share | $ 0.13 | ||
C E O And C F O And Independent Board Member [Member] | Options [Member] | Maximum [Member] | |||
Related Party Transaction [Line Items] | |||
Shares Issued, Price Per Share | $ 0.14 | ||
CEO and Independent Board Member [Member] | Common Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 332,499 | ||
CEO and Independent Board Member [Member] | Options [Member] | Minimum [Member] | |||
Related Party Transaction [Line Items] | |||
Shares Issued, Price Per Share | $ 0.08 | ||
CEO and Independent Board Member [Member] | Options [Member] | Maximum [Member] | |||
Related Party Transaction [Line Items] | |||
Shares Issued, Price Per Share | $ 0.14 | ||
Independent Board Members [Member] | Common Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 3,108 | ||
Independent Board Members [Member] | Options [Member] | |||
Related Party Transaction [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 132,499 | ||
Board Members [Member] | |||
Related Party Transaction [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 117,501 | ||
Chief Operating Officer And President [Member] | |||
Related Party Transaction [Line Items] | |||
Payment to acquire | $ 2,500,000 | $ 3,200,000 | |
Royalty revenue | 615,000 | 600,000 | |
General Managers [Member] | |||
Related Party Transaction [Line Items] | |||
Fixed assets and consulting services | 938,000 | ||
C E Oand C F O [Member] | |||
Related Party Transaction [Line Items] | |||
Management Fee Expense | 41,000 | 145,000 | |
Payments to Acquire Additional Interest in Subsidiaries | 30,000 | 52,000 | |
Due to Other Related Parties | 460,000 | 420,000 | |
C E Oand C F O [Member] | Owned Companies [Member] | |||
Related Party Transaction [Line Items] | |||
Due to Other Related Parties | 653,000 | 990,000 | |
Stockholders [Member] | |||
Related Party Transaction [Line Items] | |||
Due to Other Related Parties | $ 45,000 | 45,000 | |
GenCanna [Member] | |||
Related Party Transaction [Line Items] | |||
Payment of related party | 20,750,000 | ||
Sold and delivered to related party | 33,200,000 | ||
Raise of debt financings | 17,000,000 | ||
Due from related parties | 33,200,000 | ||
Unearned revenue | $ 4,200,000 | ||
Ownership percentage | 33.50% | ||
Accounts receivable, write off | $ 29,000,000 | ||
Unearned revenue balance | 4,200,000 | ||
GenCanna [Member] | Related Party [Member] | |||
Related Party Transaction [Line Items] | |||
Revenues | $ 29,000,000 | ||
Related Parties [Member] | |||
Related Party Transaction [Line Items] | |||
Share based compensation options granted to related parties | 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 0 |
SCHEDULE OF COMPONENTS OF LEASE
SCHEDULE OF COMPONENTS OF LEASE EXPENSE (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating lease cost | $ 983,601 |
Amortization of right-of-use assets | 32,683 |
Interest on lease liabilities | 7,488 |
Total finance lease cost | $ 40,171 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER ALL NON-CANCELABLE OPERATING LEASES (Details) | Dec. 31, 2020USD ($) |
Lessor, Lease, Description [Line Items] | |
Operating Leases, 2020 | $ 4,667,497 |
Operating Leases, 2021 | 4,590,656 |
Operating Leases, 2022 | 4,292,769 |
Operating Leases, 2023 | 4,348,027 |
Operating Leases, 2024 | 4,412,299 |
Operating Leases, Thereafter | 39,578,055 |
Total | 61,889,303 |
Operating Leases [Member] | |
Lessor, Lease, Description [Line Items] | |
Operating Leases, 2020 | 1,008,227 |
Operating Leases, 2021 | 949,535 |
Operating Leases, 2022 | 910,166 |
Operating Leases, 2023 | 835,411 |
Operating Leases, 2024 | 805,329 |
Operating Leases, Thereafter | 3,457,048 |
Total | 7,965,716 |
Less: Operating Leases, Imputed Interest | (2,135,425) |
Operating Leases | 5,830,291 |
Financing Leases [Member] | |
Lessor, Lease, Description [Line Items] | |
Finance Lease, 2020 | 38,412 |
Finance Lease, 2021 | 27,123 |
Finance Lease, 2022 | 23,201 |
Finance Lease, 2023 | 3,229 |
Finance Lease, 2024 | |
Finance Lease, Thereafter | |
Finance Lease, Total lease payments | 91,965 |
Less: Finance Lease, imputed interest | (9,063) |
Finance Lease | $ 82,902 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) | Dec. 31, 2020USD ($)ft² | Dec. 30, 2020 | May 31, 2020USD ($) | Nov. 30, 2019USD ($) | Aug. 31, 2018 | Oct. 31, 2016ft² | Dec. 31, 2020USD ($)ft² | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Jan. 31, 2017ft² | Sep. 30, 2016ft² |
Product Liability Contingency [Line Items] | |||||||||||
Number of operating leases, description | five operating leases | ||||||||||
Number of finance leases, description | four finance leases | ||||||||||
Area of land | 300,000 | 300,000 | |||||||||
Lease term, description | 10 | ||||||||||
Agreement term description | An employment agreement which commenced in 2012 with Thomas Kidrin, the former CEO of the Company, which provided Mr. Kidrin with salary, car allowances, stock options, life insurance, and other employee benefits, was terminated by the Company in 2017. | ||||||||||
Accrued Liabilities, Current | $ | $ 3,621,269 | $ 3,621,269 | $ 5,395,996 | ||||||||
Loss Contingency, Damages Sought, Value | $ | $ 5,400,000 | ||||||||||
O G G U S A Debtors [Member] | |||||||||||
Product Liability Contingency [Line Items] | |||||||||||
Bankruptcy claim filed | $ | $ 33,600,000 | ||||||||||
Bankruptcy claim by court | $ | $ 31,000,000 | ||||||||||
Maryland Acquisition [Member] | |||||||||||
Product Liability Contingency [Line Items] | |||||||||||
Loss Contingency, Damages Sought, Value | $ | $ 75,000 | ||||||||||
Terminated Employment Agreement [Member] | |||||||||||
Product Liability Contingency [Line Items] | |||||||||||
Accrued Liabilities, Current | $ | $ 1,043,000 | ||||||||||
Finance Lease Commitments [Member] | Machinery [Member] | |||||||||||
Product Liability Contingency [Line Items] | |||||||||||
Lease expiration, description | expire in February 2022 through June 2024 | ||||||||||
Lease Commitments [Member] | |||||||||||
Product Liability Contingency [Line Items] | |||||||||||
Weighted-average remaining lease, term | 8 years 6 months | 8 years 6 months | |||||||||
Lease liabilities, weighted-average remaining lease term | 2 years 9 months 18 days | 2 years 9 months 18 days | |||||||||
Weighted-average discount rate for lease liabilities | 7.50% | 7.50% | |||||||||
DELAWARE | |||||||||||
Product Liability Contingency [Line Items] | |||||||||||
Area of land | 100,000 | 100,000 | 45,000 | ||||||||
Lease expiration, description | The lease term is 10 years, with an option to extend the term for three additional five-year periods. | expires in 2035 | |||||||||
Lease term | 10 years | ||||||||||
DELAWARE | Operating Lease Commitments [Member] | |||||||||||
Product Liability Contingency [Line Items] | |||||||||||
Area of land | 4,000 | ||||||||||
Lease term, description | five-year lease that commenced in October 2016 and contains a five-year option to extend the term. | ||||||||||
NEVADA | |||||||||||
Product Liability Contingency [Line Items] | |||||||||||
Area of land | 10,000 | 10,000 | |||||||||
Lease expiration, description | expiring in 2024 | ||||||||||
MASSACHUSETTS | |||||||||||
Product Liability Contingency [Line Items] | |||||||||||
Area of land | 10,000 | 10,000 | |||||||||
Lease term, description | 10-year | ||||||||||
Lease expiration, description | expiring in 2028 | ||||||||||
Lease extension option | option to extend the term for an additional five-year period. | ||||||||||
MARYLAND | |||||||||||
Product Liability Contingency [Line Items] | |||||||||||
Area of land | 180,000 | ||||||||||
Lease expiration, description | expires in 2037 | ||||||||||
MARYLAND | Operating Lease Commitments [Member] | |||||||||||
Product Liability Contingency [Line Items] | |||||||||||
Area of land | 2,700 | 2,700 | |||||||||
Lease expiration, description | expires in July 2020 | ||||||||||
Lease renewal term | 2 years | 2 years |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2021USD ($)$ / sharesshares | Feb. 28, 2021ft²shares | Jan. 31, 2021USD ($)$ / sharesshares | Aug. 31, 2018 | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)ft²$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Mar. 22, 2021USD ($) | |
Subsequent Event [Line Items] | ||||||||
Number of common stock shares issued, values | $ 2,750,000 | |||||||
Lease term, description. | 10 | |||||||
Area of Land | ft² | 300,000 | |||||||
Debt conversion, converted instrument, amount | $ 460,050 | |||||||
Common Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of common stock shares issued, values | $ 1,015 | |||||||
Number of common stock shares | shares | 1,014,995 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 16,917,168 | 11,780,107 | ||||||
Debt conversion, converted instrument, amount | $ 2,525 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 2,525,596 | |||||||
Warrant [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 817,939 | 686,104 | ||||||
Maximum [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 5.50 | $ 5.50 | ||||||
Maximum [Member] | Common Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Exercise price | $ / shares | 3.25 | |||||||
Maximum [Member] | Warrant [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | 2.25 | 1.75 | ||||||
Minimum [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | 0.15 | 0.15 | ||||||
Minimum [Member] | Common Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Exercise price | $ / shares | 0.70 | |||||||
Minimum [Member] | Warrant [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.40 | $ 0.12 | ||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of common stock shares issued, values | $ 23,000,000 | |||||||
Proceeds from Issuance or Sale of Equity | 23,000,000 | |||||||
Payments for construction and managed facilities | $ 7,800,000 | |||||||
Targeted acquisition commitment, description | The balance of the committed facility of up to an additional $23.0 million is intended to fund the Company’s specific targeted acquisitions provided such acquisitions are contracted in 2021 and consummated, including obtaining the necessary regulatory approvals, no later than the end of 2022. | |||||||
Subsequent Event [Member] | 21M Debentures [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt Instrument, face amount | $ 21,000,000 | |||||||
Debt conversion, converted instrument, amount | 1,300,000 | |||||||
Debt conversion accured interest | $ 56,000 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 4,610,645 | |||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.29 | |||||||
Subsequent Event [Member] | Revised Promissory Note [Member] | Healer LLC [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt Instrument, face amount | $ 894,000 | |||||||
Revised promissory note amount | $ 800,000 | |||||||
Debt bears interest rate | 6.00% | |||||||
Licensing fees payable | $ 28,000 | |||||||
Reducing principal amount | $ 866,000 | |||||||
Subsequent Event [Member] | MembersRSVP LLC [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Percentage Owned | 11.00% | |||||||
Subsequent Event [Member] | Four Point Four Million Note [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Payments for debt and obligations | $ 15,200,000 | |||||||
Debt Instrument, face amount | 4,400,000 | $ 4,400,000 | ||||||
Subsequent Event [Member] | 1M Note [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Payments for debt and obligations | 15,200,000 | |||||||
Debt Instrument, face amount | 1,000,000 | 1,000,000 | ||||||
Subsequent Event [Member] | 3M Note [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Payments for debt and obligations | 15,200,000 | |||||||
Debt Instrument, face amount | 3,000,000 | 3,000,000 | ||||||
Subsequent Event [Member] | 5.8M Note [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Payments for debt and obligations | 15,200,000 | |||||||
Debt Instrument, face amount | $ 5,800,000 | $ 5,800,000 | ||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | five-year options | |||||||
Option to purchase shares | shares | 42,857 | 42,857 | ||||||
[custom:FairValueOfOptionVested] | $ 372,000 | |||||||
Subsequent Event [Member] | Common Stock [Member] | Current Employee [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Option to purchase shares | shares | 11,413 | |||||||
Subsequent Event [Member] | Warrant [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 50,000 | 50,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.15 | $ 0.15 | ||||||
Subsequent Event [Member] | Maximum [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of shares exchanged value | $ 46,000,000 | |||||||
Subsequent Event [Member] | Maximum [Member] | Common Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Exercise price | $ / shares | $ 0.90 | $ 0.90 | ||||||
Option to purchase shares | shares | 975,000 | 975,000 | ||||||
Subsequent Event [Member] | Maximum [Member] | Warrant One [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 200,000 | 200,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.75 | $ 1.75 | ||||||
Subsequent Event [Member] | Maximum [Member] | Warrant Two [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 100,000 | 100,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.82 | $ 0.82 | ||||||
Subsequent Event [Member] | Minimum [Member] | MembersRSVP LLC [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Percentage Owned | 12.00% | |||||||
Subsequent Event [Member] | Minimum [Member] | Series C Convertible Preferred Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Outstanding percentage | 50.00% | |||||||
Subsequent Event [Member] | Minimum [Member] | Common Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Exercise price | $ / shares | $ 0.51 | 0.51 | ||||||
Subsequent Event [Member] | Hadron Healthcare Master Fund [Member] | Warrant [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of common stock shares | shares | 6,216,216 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.087 | $ 1.087 | ||||||
Subsequent Event [Member] | Hadron Healthcare Master Fund [Member] | Maximum [Member] | Warrant [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 15,540,540 | 15,540,540 | ||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Hadron Healthcare Master Fund [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of common stock shares issued, values | $ 23,000,000 | |||||||
Exercise price | $ / shares | $ 3.70 | $ 3.70 | ||||||
Warrants term | 4 years | 4 years | ||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Hadron Healthcare Master Fund [Member] | Maximum [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of shares exchanged value | $ 46,000,000 | |||||||
Subsequent Event [Member] | Lease Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Lease term, description. | five-year lease agreement | |||||||
Area of Land | ft² | 12,000 |