Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 333,144,567 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 25,580,508 | $ 2,999,053 |
Accounts receivable, net | 8,706,467 | 6,675,512 |
Deferred rents receivable | 1,747,803 | 1,940,181 |
Notes receivable, current portion | 124,426 | 658,122 |
Inventory | 10,993,963 | 6,830,571 |
Investments | 419,803 | 1,357,193 |
Other current assets | 2,213,348 | 582,589 |
Total current assets | 49,786,318 | 21,043,221 |
Property and equipment, net | 59,516,169 | 45,636,529 |
Intangibles, net | 2,348,948 | 2,228,560 |
Investments | 1,165,788 | |
Notes receivable, less current portion | 1,188,478 | 965,008 |
Right-of-use assets under operating leases | 5,245,577 | 5,247,152 |
Right-of-use assets under finance leases | 53,908 | 78,420 |
Other assets | 97,951 | 80,493 |
Total assets | 118,237,349 | 76,445,171 |
Current liabilities: | ||
Accounts payable | 7,092,073 | 5,044,918 |
Accrued expenses | 11,094,752 | 3,621,269 |
Sales and excise taxes payable | 1,725,618 | 1,053,693 |
Debentures payable | 1,032,448 | |
Notes payable, current portion | 9,705 | 8,859,175 |
Mortgages payable, current portion | 1,412,545 | 1,387,014 |
Operating lease liabilities, current portion | 1,097,008 | 1,008,227 |
Finance lease liabilities, current portion | 30,288 | 38,412 |
Due to related parties | 1,157,815 | |
Other current liabilities | 23,640 | |
Total current liabilities | 22,461,989 | 23,226,611 |
Notes payable, less current portion | 925,871 | 10,682,234 |
Mortgages payable, less current portion | 16,974,749 | 14,744,136 |
Operating lease liabilities, less current portion | 4,717,933 | 4,822,064 |
Finance lease liabilities, less current portion | 27,856 | 44,490 |
Other liabilities | 100,200 | 100,200 |
Total liabilities | 45,208,598 | 53,619,735 |
Mezzanine equity: | ||
Total mezzanine equity | 37,725,000 | 14,725,000 |
Stockholders’ equity: | ||
Undesignated preferred stock, $0.001 par value; 38,875,451 and 45,091,667 shares authorized at September 30, 2021 and December 31, 2020, respectively; zero shares issued and outstanding at September 30, 2021 and December 31, 2020 | ||
Common stock, $0.001 par value; 700,000,000 and 500,000,000 shares authorized at September 30, 2021 and December 31, 2020, respectively; 331,545,220 and 314,418,812 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 331,545 | 314,419 |
Common stock subscribed but not issued; 202,204 and 11,413 shares at September 30, 2021 and December 31, 2020, respectively | 189,184 | 5,365 |
Additional paid-in capital | 127,231,090 | 112,974,329 |
Accumulated deficit | (90,883,748) | (104,616,538) |
Noncontrolling interests | (1,564,320) | (577,139) |
Total stockholders’ equity | 35,303,751 | 8,100,436 |
Total liabilities, mezzanine equity, and stockholders’ equity | 118,237,349 | 76,445,171 |
Series B Convertible Preferred Stock [Member] | ||
Mezzanine equity: | ||
Total mezzanine equity | 14,725,000 | 14,725,000 |
Series C Convertible Preferred Stock [Member] | ||
Mezzanine equity: | ||
Total mezzanine equity | $ 23,000,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 38,875,451 | 45,091,667 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 700,000,000 | 500,000,000 |
Common stock, shares issued | 331,545,220 | 314,418,812 |
Common stock, shares outstanding | 331,545,220 | 314,418,812 |
Common Stock, Shares Subscribed but Unissued | 202,204 | 11,413 |
Series B Convertible Preferred Stock [Member] | ||
Mezzanine equity, par value | $ 0.001 | $ 0.001 |
Mezzanine equity, shares authorized | 4,908,333 | 4,908,333 |
Mezzanine equity, shares issued | 4,908,333 | 4,908,333 |
Mezzanine equity, shares outstanding | 4,908,333 | 4,908,333 |
Series C Convertible Preferred Stock [Member] | ||
Mezzanine equity, par value | $ 0.001 | $ 0.001 |
Mezzanine equity, shares authorized | 6,216,216 | 0 |
Mezzanine equity, shares issued | 6,216,216 | 0 |
Mezzanine equity, shares outstanding | 6,216,216 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ 33,208,060 | $ 13,461,504 | $ 90,420,280 | $ 30,537,829 |
Cost of revenues | 15,027,521 | 4,781,677 | 39,647,473 | 10,831,763 |
Gross profit | 18,180,539 | 8,679,827 | 50,772,807 | 19,706,066 |
Operating expenses: | ||||
Personnel | 1,481,350 | 1,354,644 | 5,266,745 | 4,075,168 |
Marketing and promotion | 563,193 | 103,327 | 1,057,892 | 281,329 |
General and administrative | 9,481,030 | 2,931,684 | 16,933,758 | 7,515,721 |
Bad debts | 35,583 | 892,029 | 1,854,869 | 1,342,029 |
Total operating expenses | 11,561,156 | 5,281,684 | 25,113,264 | 13,214,247 |
Operating income | 6,619,383 | 3,398,143 | 25,659,543 | 6,491,819 |
Non-operating income (expenses): | ||||
Interest expense | (299,969) | (1,921,312) | (2,076,587) | (7,581,648) |
Interest income | 25,739 | 34,818 | 95,534 | 121,712 |
Loss on obligations settled with equity | (2,546) | (44,678) | ||
Equity in earnings of investments | 51,511 | 18,553 | ||
Change in fair value of investments | (522,106) | 217,374 | (937,390) | (704,172) |
Other | 309,212 | (84,708) | 309,212 | (84,708) |
Total non-operating income (expenses), net | (487,124) | (1,702,317) | (2,611,777) | (8,274,941) |
Income (loss) before income taxes | 6,132,259 | 1,695,826 | 23,047,766 | (1,783,122) |
Provision for income taxes | 4,009,111 | 9,026,016 | ||
Net income (loss) | 2,123,148 | 1,695,826 | 14,021,750 | (1,783,122) |
Net income (loss) attributable to noncontrolling interests | 103,113 | 36,959 | 288,960 | 193,492 |
Net income (loss) attributable to MariMed Inc. | $ 2,020,035 | $ 1,658,867 | $ 13,732,790 | $ (1,976,614) |
Net income (loss) per share | ||||
Basic | $ 0.01 | $ 0.01 | $ 0.04 | $ (0.01) |
Diluted | $ 0.01 | $ 0 | $ 0.04 | $ (0.01) |
Weighted average common shares outstanding | ||||
Basic | 329,454,104 | 281,535,212 | 324,340,006 | 254,387,761 |
Diluted | 378,934,045 | 346,091,840 | 370,203,937 | 254,387,761 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - 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, 2020 at Dec. 31, 2019 | $ 228,408 | $ 1,168,074 | $ 112,245,730 | $ (106,760,527) | $ (553,465) | $ 6,328,220 |
Balance, shares at Dec. 31, 2019 | 228,408,024 | 3,236,857 | ||||
Issuance of subscribed shares | $ 3,237 | $ (1,168,074) | 1,164,837 | |||
Issuance of subscribed shares | 3,236,857 | (3,236,857) | ||||
Stock grants | $ 64 | $ 5,365 | 10,665 | 16,094 | ||
Stock grants, shares | 64,478 | 33,319 | ||||
Stock forfeiture | $ (40) | 40 | ||||
Stock forfeiture, shares | (40,000) | |||||
Amortization of option grants | 707,003 | 707,003 | ||||
Issuance of stand-alone warrants | 2,179 | 2,179 | ||||
Issuance of warrants attached to debt | 638,927 | 638,927 | ||||
Discount on debentures payable | 28,021 | 28,021 | ||||
Beneficial conversion feature on debentures payable | 379,183 | 379,183 | ||||
Conversion of debentures payable | $ 54,144 | 7,111,897 | 7,166,041 | |||
Conversion of debentures payable, shares | 54,143,232 | |||||
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) | |||||
Conversion of promissory notes | $ 2,525 | 457,525 | 460,050 | |||
Conversion of promissory notes, shares | 2,525,596 | |||||
Extinguishment of promissory note | $ 1,900 | 350,100 | 352,000 | |||
Extinguishment of promissory note, shares | 1,900,000 | |||||
Common stock issued to settle obligations | $ 4,400 | 739,200 | 743,600 | |||
Common stock issued to settle obligations, shares | 4,400,000 | |||||
Purchase of property and equipment with stock | ||||||
Return of stock | ||||||
Distributions | (229,329) | (229,329) | ||||
Net income | (1,976,614) | 193,492 | (1,783,122) | |||
Balances at September 30, 2021 at Sep. 30, 2020 | $ 289,730 | $ 5,365 | 109,115,215 | (108,737,141) | (589,302) | 83,867 |
Balance, shares at Sep. 30, 2020 | 289,729,854 | 33,319 | ||||
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 |
Balance, shares at Dec. 31, 2019 | 228,408,024 | 3,236,857 | ||||
Balances at September 30, 2021 at Dec. 31, 2020 | $ 314,419 | $ 5,365 | 112,974,329 | (104,616,538) | (577,139) | 8,100,436 |
Balance, shares at Dec. 31, 2020 | 314,418,812 | 11,413 | ||||
Issuance of subscribed shares | $ 11 | $ (5,365) | 5,354 | |||
Issuance of subscribed shares | 11,413 | (11,413) | ||||
Stock grants | $ 152 | $ 95,284 | 137,932 | 233,368 | ||
Stock grants, shares | 152,094 | 102,204 | ||||
Exercise of options | $ 179 | 31,321 | 31,500 | |||
Exercise of options, shares | 178,885 | |||||
Exercise of warrants | $ 980 | 91,795 | 92,775 | |||
Exercise of warrants, shares | 980,062 | |||||
Amortization of option grants | 6,208,376 | 6,208,376 | ||||
Issuance of stand-alone warrants | 832,105 | 832,105 | ||||
Issuance of warrants with stock | 654,681 | 654,681 | ||||
Conversion of debentures payable | $ 4,611 | 1,351,841 | 1,356,452 | |||
Conversion of debentures payable, shares | 4,610,645 | |||||
Conversion of promissory notes | $ 10,042 | 3,336,403 | 3,346,445 | |||
Conversion of promissory notes, shares | 10,042,125 | |||||
Common stock issued to settle obligations | $ 72 | 53,473 | 53,545 | |||
Common stock issued to settle obligations, shares | 71,691 | |||||
Purchase of property and equipment with stock | 750 | 704,250 | 705,000 | |||
Purchase of property and equipment with stock, shares | 750,000 | |||||
Fees paid with stock | 409 | 374,610 | 375,019 | |||
Fees paid with stock, shares | 409,308 | |||||
Return of stock | (80) | (9,857) | (9,937) | |||
Return of stock, shares | (79,815) | |||||
Equity issuance costs | (386,983) | (386,983) | ||||
Acquisition of 30% interest in subsidiary | 93,900 | 871,460 | (975,360) | (10,000) | ||
Acquisition of 30% interest in subsidiary, shares | 100,000 | |||||
Distributions | (300,781) | (300,781) | ||||
Net income | 13,732,790 | 288,960 | 14,021,750 | |||
Balances at September 30, 2021 at Sep. 30, 2021 | $ 331,545 | $ 189,184 | $ 127,231,090 | $ (90,883,748) | $ (1,564,320) | $ 35,303,751 |
Balance, shares at Sep. 30, 2021 | 331,545,220 | 202,204 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||||
Net income (loss) attributable to MariMed Inc. | $ 2,020,035 | $ 1,658,867 | $ 13,732,790 | $ (1,976,614) | |
Net income (loss) attributable to noncontrolling interests | 103,113 | 36,959 | 288,960 | 193,492 | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||
Depreciation | 1,499,318 | 1,340,649 | |||
Asset writeoff | 84,708 | ||||
Amortization of intangibles | 518,182 | 307,861 | |||
Amortization of stock grants | 233,368 | 16,094 | |||
Amortization of option grants | 6,208,376 | 707,003 | |||
Amortization of stand-alone warrant issuances | 832,105 | 2,179 | |||
Amortization of warrants attached to debt | 539,272 | 631,895 | |||
Amortization of warrants issued with stock | 654,681 | ||||
Amortization of beneficial conversion feature | 176,522 | 2,552,933 | |||
Amortization of original issue discount | 51,753 | 286,353 | |||
Bad debt expense | 35,583 | 892,029 | 1,854,869 | 1,342,029 | |
Fees paid with stock | 375,019 | ||||
Loss on obligations settled with equity | 2,546 | 44,678 | |||
Equity in earnings of investments | (18,553) | ||||
Change in fair value of investments | 522,106 | (217,374) | 937,390 | 704,172 | |
Gain on sale of investment | (309,212) | ||||
Changes in operating assets and liabilities: | |||||
Accounts receivable, net | (3,885,824) | (3,750,792) | |||
Deferred rents receivable | 192,378 | (171,675) | |||
Inventory | (4,163,392) | (5,582,862) | |||
Other current assets | (1,640,696) | (57,677) | |||
Other assets | (17,458) | 95,412 | |||
Accounts payable | 2,098,155 | 2,272,810 | |||
Accrued expenses | 7,432,580 | 1,263,976 | |||
Sales and excise taxes payable | 671,925 | 608,716 | |||
Operating lease payments, net | (13,775) | 58,559 | |||
Finance lease interest payments | 1,504 | 4,033 | |||
Other current liabilities | (23,640) | 646,832 | |||
Net cash provided by operating activities | 28,247,696 | 1,606,211 | |||
Cash flows from investing activities: | |||||
Purchase of property and equipment | (14,649,446) | (4,116,053) | |||
Purchase of cannabis licenses | (638,570) | (255,000) | |||
Return on investment | 1,475,000 | ||||
Interest on notes receivable | 407,374 | 443,150 | |||
Net cash used in investing activities | (13,405,642) | (3,927,903) | |||
Cash flows from financing activities: | |||||
Proceeds from issuance of preferred stock | 23,000,000 | ||||
Equity issuance costs | (386,983) | ||||
Proceeds from issuance of promissory notes | 35,096 | 5,249,763 | |||
Repayments of promissory notes | (15,804,273) | (10,770,011) | |||
Proceeds from issuance of debentures | 935,000 | ||||
Proceeds from mortgages | 2,700,000 | 13,897,282 | |||
Payments on mortgages | (443,856) | (4,989,661) | |||
Proceeds from exercise of options | 31,500 | ||||
Proceeds from exercise of warrants | 92,775 | ||||
Due to related parties | (1,157,815) | (221,705) | |||
Finance lease principal payments | (26,262) | (27,008) | |||
Distributions | (300,781) | (229,329) | |||
Net cash provided by financing activities | 7,739,401 | 3,844,331 | |||
Net change to cash and cash equivalents | 22,581,455 | 1,522,639 | |||
Cash and cash equivalents at beginning of period | 2,999,053 | 738,688 | $ 738,688 | ||
Cash and cash equivalents at end of period | $ 25,580,508 | $ 2,261,327 | 25,580,508 | 2,261,327 | $ 2,999,053 |
Supplemental disclosure of cash flow information: | |||||
Cash paid for interest | 1,705,029 | 1,236,464 | |||
Cash paid for income taxes | 419,070 | 488,772 | |||
Non-cash activities: | |||||
Conversion of promissory notes | 3,346,445 | 460,050 | |||
Conversions of debentures payable | 1,356,452 | 7,166,041 | |||
Acquisition of 30% interest in subsidiary | 975,360 | ||||
Purchase of property and equipment with stock | 705,000 | ||||
Operating lease right-of-use assets and liabilities | 466,105 | ||||
Common stock issued to settle obligations | 51,000 | 698,922 | |||
Return of stock | 9,937 | ||||
Issuance of common stock associated with subscriptions | 5,365 | 1,168,074 | |||
Cashless exercise of warrants | 180 | ||||
Cashless exercise of stock options | 53 | ||||
Exchange of common stock to preferred stock | 14,725,000 | ||||
Conversion of accrued interest to promissory notes | 3,908,654 | ||||
Discount on promissory notes | 638,927 | ||||
Beneficial conversion feature on debentures payable | 379,183 | ||||
Extinguishment of promissory note | 352,000 | ||||
Discount on debentures payable | $ 28,021 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) | 9 Months Ended |
Sep. 30, 2021 | |
Statement of Cash Flows [Abstract] | |
Interest in subsidiary | 30.00% |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 2021 | |
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 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 ongoing regulatory, accounting, real estate, human resources, and administrative services. More recently, the Company made the strategic decision to transition from a consulting business to a direct owner and operator of cannabis licenses in high-growth states. Core to this transition is the acquisition and consolidation of the Company’s clients (the “Consolidation Plan”). Among several benefits, the Consolidation Plan would 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 funding their operations, and 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. To date, acquisitions of its client businesses in Massachusetts and Illinois have been completed and establish the Company as a fully integrated seed-to-sale multi-state operator (“MSO”). 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. The transition to a fully integrated MSO is part of a strategic growth plan (the “Strategic Growth Plan”) the Company is implementing to drive its revenues and profitability. The Strategic Growth Plan has four components: (i) complete the Consolidation Plan, (ii) increase revenues in existing states, by spending capital to increase the Company’s cultivation and production capacity, and develop additional assets within those states, (iii) expand the Company’s footprint in additional legal cannabis states through new applications and acquisitions of existing cannabis businesses, and (iv) optimize the Company’s brand portfolio and licensing revenue, by creating products that meet specific customer needs, and distributing these products in states where cannabis has been legalized. As to its products, the Company has 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 utilizes proprietary cannabis genetics to produce high-quality flowers and concentrates under the award-winning 3 1 2 The Company also has exclusive alliances with prominent brands. The Company has partnered with renown ice cream maker Emack & Bolio’s® to create a line-up of cannabis-infused vegan and dairy ice cream. Additionally, the Company has secured distribution rights for 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’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 LeafLink 2021 Best Selling Medical Product, LeafLink 2020 Industry Innovator, Explore Maryland Cannabis 2020 Edible of the Year, LeafLink 2019 Best Selling Medical Product. 2 Sources: BDSA 2021 and LeafLink Insights 2020. 3 LeafLink 2021 Fastest-Selling Concentrate. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). In accordance with GAAP, interim financial statements are not required to contain all of the disclosures normally required in annual financial statements. In addition, the results of operations of interim periods may not necessarily be indicative of the results of operations to be expected for the full year. Accordingly, these interim financial statements should be read in conjunction with the Company’s most recent audited annual financial statements and accompanying notes for the year ended December 31, 2020. 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 at September 30, 2021: SCHEDULE OF MAJORITY OWNED SUBSIDIARIES Subsidiary: Percentage Owned 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 Mari Holdings Metropolis LLC 70.0 Mari Holdings Mt. Vernon 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 100.0 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 $ 41.4 million and $ 40.0 million at September 30, 2021 and December 31, 2020, respectively. For further discussion on receivable reserves, please refer to Note 18 – Bad Debts Bankruptcy Claim – Commitments and Contingencies. 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 write-down if necessary. Investments Investments are comprised of equity holdings in public and 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 retail dispensaries and wholesale operations in Massachusetts and Illinois, and sales of hemp and hemp-infused products. An increase in product sales is expected from the Company’s planned cannabis-licensee acquisitions in Maryland, Nevada, and Delaware (upon this state’s amendment to permit for-profit ownership of cannabis entities). This revenue is recognized when products are delivered or at retail points-of-sale. ● 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 – royalties from the licensed distribution of the Company’s branded products including Kalm Fusion® and Betty’s Eddies®, and from sublicensing of contracted brands including Healer and Tikun Olam, 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 years the remaining duration of the related lease seven ten ten years 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 nine months ended September 30, 2021 and 2020, based on the results of management’s impairment analyses, there were no impairment losses. 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, and (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 nine months ended September 30, 2021 and 2020: SCHEDULE OF ASSUMPTIONS USED Nine Months Ended 2021 2020 Life of instrument 3.0 5.0 2.7 4.3 Volatility factors 1.230 1.266 1.059 1.180 Risk-free interest rates 0.36 0.90 0.26 1.30 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 September 30, 2021 and 2020, there were potentially dilutive securities convertible into shares of common stock comprised of (i) stock options – convertible into 26,054,171 7,125,750 27,802,734 17,735,107 4,908,333 31,081,080 zero zero 28,233,972 2,500,268 17,503,282 For the three and nine months ended September 30, 2021, the aforementioned potentially dilutive securities increased the number of weighted average common shares outstanding on a diluted basis by 49,479,941 45,863,932 64,556,628 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, 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. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | NOTE 3 – ACQUISITIONS The Harvest Foundation LLC In 2019, the Company entered into a purchase agreement to acquire 100 % of the ownership interests of The Harvest Foundation LLC (“Harvest”), the Company’s cannabis-licensed client in the state of Nevada. The acquisition is conditioned upon legislative approval of the transaction. During 2019, the state paused the processing of cannabis license transfers, without indicating when it will resume. Upon the resumption of these activities and the ensuing approval by the state, the Company expects to consummate this transaction whereby the operations of Harvest will be consolidated into the Company’s financial statements. The purchase price is comprised of the issuance of (i) 1,000,000 1.2 400,000 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 2,500,000 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 20 180,000 9,000 In 2019, the members of Kind sought to renegotiate the terms of the MOU and have 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 20 – Commitments and Contingencies MediTaurus LLC In 2019, the Company acquired a 70 2.8 The Company currently sells CBD products developed by MediTaurus under its Florance™ brand In September 2021, the Company acquired the remaining 30 100,000 94,000 10,000 975,000 Additional Paid-In Capital Common Stock Subscribed But Not Issued Accrued Expenses |
INVESTMENTS
INVESTMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Schedule of Investments [Abstract] | |
INVESTMENTS | NOTE 4 – INVESTMENTS At September 30, 2021 and December 31, 2020, the Company’s investments were comprised of the following: SCHEDULE OF INVESTMENTS September 30, 2021 December 31, 2020 Current investments: Flowr Corp. (formerly Terrace Inc.) $ 419,803 $ 1,357,193 Non-current investments: MembersRSVP LLC - 1,165,788 Total investments $ 419,803 $ 2,522,981 Flowr Corp. (formerly Terrace Inc.) In December 2020, Terrace Inc., a Canadian cannabis entity in which the Company had an ownership interest of 8.95 0.4973 This investment is carried at fair value. During the nine months ended September 30, 2021 and 2020, the decrease in fair value of this investment of approximately $ 937,000 446,000 Change In Fair Value Of Investments MembersRSVP LLC In August 2018, the Company invested $ 300,000 378,259 915,000 23 During the nine months ended September 30, 2020, the investment was accounted for under the equity method. Based on the Company’s equity in MRSVP’s net loss during such period, the Company recorded earnings for the three months and nine month ended September 30, 2020 of approximately $ 52,000 19,000 Equity in Earnings of Investments 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 Company discontinued accounting for this investment under the equity method as of January 1, 2021. The Company’s share of MRSVP’s net losses recorded under the equity method prior to January 1, 2020 of approximately $ 50,000 In September 2021, MRSVP sold substantially all of its assets pursuant to an asset purchase agreement dated as of August 31, 2021, and entered into several related agreements. In furtherance of the transaction, the Company received cash proceeds of $ 1,475,000 , representing the Company’s pro rata share of the cash consideration received by MRSVP upon the closing of the transaction. As an ongoing member of MRSVP, the Company will receive its pro rata share of any additional consideration received by MRSVP pursuant to the asset purchase agreement, which may include securities or other forms of non-cash or in-kind consideration and holdback amounts, if and when it is received and distributed by MRSVP. As of September 30, 2021, the Company had received the cash consideration, and accordingly, reduced the investment balance to zero and recorded a gain of approximately $ 309,000 Other |
DEFERRED RENTS RECEIVABLE
DEFERRED RENTS RECEIVABLE | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Rents Receivable | |
DEFERRED RENTS RECEIVABLE | NOTE 5 – DEFERRED RENTS RECEIVABLE The Company is the lessor under 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 expires in 2035 ● Maryland – a 180,000 expires in 2037 ● Massachusetts – a 138,000 expires in 2022 The Company subleases the following properties: ● Delaware – 4,000 lease expiring in December 2021 with a five-year option to extend ● Delaware – a 100,000 The lease expires in March 2030, with an option to extend the term for three additional five-year periods ● Delaware – a 12,000 The lease expires in January 2026 and contains an option to negotiate an extension at the end of the lease term As of September 30, 2021 and December 31, 2020, cumulative fixed rental receipts under such leases approximated $ 17.5 13.9 19.2 15.8 1.7 1.9 Future minimum rental receipts for non-cancelable leases and subleases as of September 30, 2021 were: SCHEDULE OF FUTURE MINIMUM RENTAL RECEIPTS FOR NON-CANCELABLE LEASES AND SUBLEASES 2021 $ 1,207,136 2022 4,740,130 2023 4,446,410 2024 4,506,585 2025 4,574,023 Thereafter 39,591,553 Total $ 59,065,837 |
NOTES RECEIVABLE
NOTES RECEIVABLE | 9 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
NOTES RECEIVABLE | NOTE 6 – NOTES RECEIVABLE At September 30, 2021 and December 31, 2020, notes receivable, including accrued interest, consisted of the following: SCHEDULE OF NOTES RECEIVABLE September 30, 2021 December 31, 2020 First State Compassion Center $ 420,267 $ 468,985 Healer LLC 892,637 899,226 High Fidelity Inc. - 254,919 Total notes receivable 1,312,904 1,623,130 Notes receivable, current portion 124,426 658,122 Notes receivable, less current portion $ 1,188,478 $ 965,008 First State Compassion Center The Company’s cannabis-licensed client in Delaware, First State Compassion Center, issued a 10 700,000 12.5 10,000 72,000 64,000 Notes Receivable, Current Portion Healer LLC In 2018 and 2019, the Company loaned an aggregate of $ 800,000 6 In March 2021, the Company was issued a revised promissory note from Healer in the principal amount of approximately $ 894,000 6 requires quarterly payments of interest from April 2021 through the maturity date in April 2026 Additionally, the Company has the right to offset any licensing fees owed to Healer by the Company in the event Healer fails to make any payment when due. In March 2021, the Company offset approximately $ 28,000 866,000 At September 30, 2021 and December 31, 2020, the total amount of principal and accrued interest due under the aforementioned promissory notes approximated $ 893,000 899,000 52,000 337,000 High Fidelity In August 2019, the Company loaned $ 250,000 10.0 |
INVENTORY
INVENTORY | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 7 – INVENTORY At September 30, 2021 and December 31, 2020, inventory was comprised of the following: SCHEDULE OF INVENTORY September 30, 2021 December 31, 2020 Plants $ 1,490,314 $ 3,352,425 Ingredients and other raw materials 256,331 176,338 Work-in-process 3,434,208 468,377 Finished goods 5,813,110 2,833,431 Total inventory $ 10,993,963 $ 6,830,571 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 8 – PROPERTY AND EQUIPMENT At September 30, 2021 and December 31, 2020, property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT September 30, 2021 December 31, 2020 Land $ 4,449,810 $ 3,988,810 Buildings and building improvements 34,343,369 29,309,856 Tenant improvements 9,295,691 8,844,974 Furniture and fixtures 1,868,571 619,880 Machinery and equipment 6,983,256 4,620,924 Construction in progress 8,938,997 3,140,807 65,879,694 50,525,251 Less: accumulated depreciation (6,363,525 ) (4,888,722 ) Property and equipment, net $ 59,516,169 $ 45,636,529 During the nine months ended September 30, 2021 and December 31, 2020, additions to property and equipment approximated $ 15,354,000 1,876,000 The 2021 additions were primarily comprised of (i) the development of the facility in Metropolis, IL, and (ii) purchases of building improvements, machinery, and equipment at the facilities in Hagerstown, MD and New Bedford, MA. The 2020 additions consisted primarily of (i) the commencement of construction in Mt. Vernon, IL, and (ii) machinery and equipment purchases for facilities in Massachusetts, Maryland, Illinois, and Delaware. The construction in progress balances of approximately $ 8.9 3.1 Depreciation expense for the nine months ended September 30, 2021 and 2020 approximated $ 1,499,000 1,341,000 |
INTANGIBLES
INTANGIBLES | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLES | NOTE 9 – INTANGIBLES At September 30, 2021 and December 31, 2020, intangible assets were comprised of (i) the carrying value of cannabis license fees, and (ii) goodwill arising from the Company’s 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 September 30, 2021 and December 31, 2020, the carrying value of these cannabis licenses approximated $ 281,000 161,000 The goodwill associated with acquisitions is reviewed on a quarterly basis for impairment. Based on this review and other factors, the goodwill of approximately $ 2.1 |
MORTGAGES
MORTGAGES | 9 Months Ended |
Sep. 30, 2021 | |
Mortgages | |
MORTGAGES | NOTE 10 – MORTGAGES At September 30, 2021 and December 31, 2020, mortgage balances, including accrued interest, were comprised of the following: SCHEDULE OF MORTGAGES PAYABLE September 30, 2021 December 31, 2020 Bank of New England – New Bedford, MA and Middleboro, MA properties $ 12,583,053 $ 12,834,090 Bank of New England – Wilmington, DE property 1,491,525 1,575,658 DuQuoin State Bank – Anna, IL and Harrisburg, IL properties 786,046 814,749 DuQuoin State Bank – Metropolis, IL property 2,688,230 - South Porte Bank – Mt. Vernon, IL property 838,440 906,653 Total mortgages payable 18,387,294 16,131,150 Mortgages payable, current portion (1,412,545 ) (1,387,014 ) Mortgages payable, less current portion $ 16,974,749 $ 14,744,136 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 12.6 12.8 352,000 335,000 The Company maintains another mortgage with Bank of New England for the 2016 purchase of a 45,070 The mortgage matures in 2031 5.25 1.5 5.25 1.5 1.6 118,000 114,000 In May 2016, the Company entered into a mortgage agreement with DuQuoin State Bank (“DSB”) for the purchase of properties in Anna, IL and Harrisburg, IL which the Company developed into two 3,400 th 6.75 793,000 815,000 32,000 31,000 In July 2021, the Company purchased the land and building in which it operates its cannabis dispensary in Metropolis, IL. The purchase price consisted of 750,000 705,000 1.6 2.7 6.25 30 70 2.7 71,000 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 the amended mortgage agreement, the mortgage shall be repaid in monthly installments of principal and interest of approximately $ 6,000 |
PROMISSORY NOTES
PROMISSORY NOTES | 9 Months Ended |
Sep. 30, 2021 | |
Promissory Notes | |
PROMISSORY NOTES | NOTE 11 – PROMISSORY NOTES Promissory Notes Issued by the Company and its MariMed Hemp Inc. Subsidiary In June 2019, the Company and MariMed Hemp Inc., its wholly-owned subsidiary (“MMH”), issued a secured promissory note in the principal amount of $ 10.0 1.5 January 31, 2020 As part of the $10M Note transaction, the Company issued three 375,000 4.50 601,000 523,000 The Company entered into an amendment agreement with the Noteholder in February 2020, whereby the Company and MMH issued an amended and restated promissory note maturing in June 2020 11,500,000 15 3,000,000 The Company entered into a second amendment agreement with the Noteholder in June 2020, whereby (i) $ 352,000 1,900,000 8.8 330,000 15 maturing in June 2022 three 750,000 0.50 66,000 The Company made a required principal payment of $ 4,000,000 600,000 4.2 The Noteholder had 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 1,000,000 10,000 3,365,972 3.2 The Company entered into a third amendment agreement with the Noteholder in April 2021 whereby the Company and MMH issued a third amended and restated promissory note in the principal amount of approximately $ 3.2 0.12 matures in April 2023 0.35 On or after the one-year anniversary of the $3.2M Note, upon twenty days prior written notice to the Noteholder, the Company can prepay all of the outstanding principal and unpaid interest of the $3.2M Note, along with a prepayment premium equal to 10 125,000 In 2021, the Noteholder converted approximately $ 2.3 6,676,153 875,000 Promissory Notes Issued Pursuant to an Exchange Agreement In February 2020, pursuant to an exchange agreement as further described in Note 13 – Mezzanine Equity 4.4 16.5 maturing in August 2021 4.6 Mezzanine Equity, Promissory Note Issued by MMH In April 2019, MMH issued a secured promissory note in the principal amount of $ 1,000,000 (the “$1M Note”) to an unaffiliated party. The principal balance plus a payment of $ 180,000 , initially due in December 2019, was continued on a month-to-month basis. In September 2020, the Company paid down $ 500,000 of principal on the $1M Note, reducing the carrying value of the $1M Note to $ 500,000 at December 31, 2020. In March 2021, the Company paid interest on the $1M Note of $ 200,000 Mezzanine Equity, 500,000 was paid down. At September 30, 2021, the Company is carrying an accrued interest balance of approximately $ 200,000 to cover the payment of any additional interest on the $1M Note, which the Company does not believe is required to be paid. Promissory Notes Issued for Operating Liquidity In March 2019, the Company raised $ 6.0 13 900,000 The $6M Note’s initial maturity date in December 2019 was extended to April 2020 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 12 900 20,100 460,050 2,525,596 Previous to the $6M Note, 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 The Company and the Holding Party entered into a second note extension agreement in October 2020 (the “Second Extension Agreement”) whereby the Company (i) paid $ 1 333,000 5,845,000 12 maturity dates in September 2022 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 The Company made a required principal payment of $ 400,000 Mezzanine Equity, 450,000 Promissory Notes Issued to Purchase Commercial Vehicles In August 2020, the Company entered into a note agreement with First Citizens’ Federal Credit Union for the purchase of a commercial vehicle. The note bears interest at a rate of 5.74 27,000 30,000 5,000 In June 2021, the Company entered into a note agreement with Ally Financial for the purchase of a second commercial vehicle. The note bears interest at the rate of 10 33,000 5,000 Other Promissory Note Issuances In addition to the above transactions, at the start of 2020, the Company was carrying $ 3,190,000 6.5 18 2,147,000 12 15 2,100,000 500,000 0.32 700,000 2,037,000 200,000 Mezzanine Equity Debt Maturities As of September 30, 2021, the aggregate scheduled maturities of the Company’s total debt outstanding were: SCHEDULE OF AGGREGATE MATURITIES OF DEBT OUTSTANDING 2021 $ 1,253,995 2022 593,112 2023 1,231,622 2024 669,650 2025 716,186 Thereafter 14,859,046 Total 19,323,611 Less discounts (741 ) Long-term debt, net $ 19,322,870 |
DEBENTURES PAYABLE
DEBENTURES PAYABLE | 9 Months Ended |
Sep. 30, 2021 | |
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 Date Maturity Date Initial Principal Interest Issue Discount Warrant Beneficial Converted 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 2,500,000 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 As of September 30, 2021, the holder of the $21M Debentures (the “Holder”) had converted all of the $21M Debentures, along with accrued interest, into the Company’s common stock at conversion prices equal to 80 21.0 836,000 92,704,035 0.11 3.06 9.7 365,000 77,766,559 0.11 0.34 1.3 56,000 4,610,645 0.29 All of the aforementioned conversions were effected in accordance with the terms of the debenture agreements, and therefore the Company was not required to record a gain or loss on such conversions. The conversions were limited in any given month to certain agreed-upon amounts based on the conversion price, and the Holder was also limited from beneficially owning more than 4.99 In conjunction with the issuance of the $21M Debentures, the Company issued the Holder three 1,354,675 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 shares issued pursuant to the terms of the SPA and the $21M Debentures. During the year ended December 31, 2020, amortization of the beneficial conversion features, after adjustment for the aforementioned conversions, approximated $ 3.2 805,000 321,000 224,000 1.3 177,000 39,000 52,000 1,032,000 During the nine months ended September 30, 2021, amortization of the beneficial conversion features, after adjustment for the aforementioned conversions, approximated $ 177,000 39,000 52,000 1,000 |
MEZZANINE EQUITY
MEZZANINE EQUITY | 9 Months Ended |
Sep. 30, 2021 | |
Mezzanine Equity | |
MEZZANINE EQUITY | NOTE 13 – MEZZANINE EQUITY Series B Convertible Preferred Stock 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 Promissory Notes 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 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 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. Series C Convertible Preferred Stock 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 million of Units at a price of $ 3.70 per Unit. Each Unit is comprised of one share of Series C preferred stock and a four-year warrant to purchase two and one-half shares of common stock. Accordingly, the Company issued to Hadron 6,216,216 shares of Series C preferred stock and warrants to purchase up to an aggregate of 15,540,540 shares of common stock. Each share of Series C preferred stock is convertible, at Hadron’s option, into five shares of common stock, and each warrant is exercisable at an exercise price of $ 1.087 per share. The warrants shall be subject to early termination if certain milestones are attained, and the market value of the Company’s common stock reaches certain predetermined levels. The fair value of the warrants of approximately $ 9.5 million on the issuance date was allocated to the proceeds and recorded as additional paid-in capital. The Company incurred costs of approximately $ 387,000 relative to the issuance of the aforementioned shares to Hadron which was recorded as a reduction to additional paid-in capital in March 2021. 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 Promissory Notes 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. Such funds shall be provided by Hadron on the same aforementioned terms as the initial proceeds. 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. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 14 – STOCKHOLDERS’ EQUITY Stockholder Resolutions At the Company’s 2021 annual meeting of stockholders in September 2021 (the “Annual Meeting”), stockholders approved an amendment to the Company’s certificate of incorporation increasing the number of authorized shares of common stock from 500,000,000 700,000,000 Also at the Annual Meeting, stockholders approved an amendment to the Company’s Amended and Restated 2018 Stock Award and Incentive Plan (the “Plan”) increasing the aggregate number shares reserved for issuance under the Plan from 40,000,000 70,000,000 Undesignated Preferred Stock In February 2020, the Company filed a certificate of elimination to return all shares of formerly designated Series A convertible preferred stock to the status of authorized and unissued shares of undesignated preferred stock. Common Stock In February 2020, pursuant to the TIS Exchange Agreement discussed in Note 13 – Mezzanine Equity 4,908,333 14,725,000 3.00 5,000 14,720,000 In the nine months ended September 30, 2021 and 2020, the Company granted 9,081 97,797 7,000 11,000 2,204 33,319 2,000 5,000 Common Stock Subscribed But Not Issued In the nine months ended September 30, 2021, the Company granted 245,217 226,000 100,000 93,000 Common Stock Subscribed But Not Issued In the nine months ended September 30, 2021 and 2020, the Company issued 71,691 4,400,000 51,000 699,000 2,500 45,000 Loss On Obligations Settled with Equity In the nine months ended September 30, 2021, the Company issued (i) 300,000 283,200 109,308 92,000 In July 2021, 79,815 No During the nine months ended September 30, 2021 and 2020, the Company issued 11,413 3,236,857 5,000 1,168,000 As previously disclosed in Note 11 – Promissory Notes 10,042,125 3,346,000 1,900,000 352,000 2,525,596 460,050 As previously disclosed in Note 12 – Debentures Payable 1.4 4,610,645 10.1 77,766,559 As further disclosed in Note 15 – Options 178,885 No As further disclosed in Note 16 – Warrants 980,062 No Common Stock Issuance Obligations At September 30, 2021, the Company was obligated to issue (i) 102,204 95,000 100,000 94,000 30 Acquisitions 33,319 5,000 |
STOCK OPTIONS
STOCK OPTIONS | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK OPTIONS | NOTE 15 – STOCK OPTIONS During the nine months ended September 30, 2021, the Company granted three five 16,651,421 0.30 1.00 10,142,000 5,993,000 638,000 During the nine months ended September 30, 2020, five-year 1,064,500 0.15 0.30 117,000 100,000 746,000 During the nine months ended September 30, 2021, options to purchase 251,000 0.21 0.45 125,000 72,115 During the nine months ended September 30, 2021 and 2020, options to purchase 152,000 210,000 zero 208,000 Stock options outstanding and exercisable as of September 30, 2021 were: SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE Exercise Price Shares Under Option Remaining Life per Share Outstanding Exercisable in Years $ 0.140 160,000 80,000 3.78 $ 0.149 500,000 500,000 4.25 $ 0.169 200,000 200,000 4.12 $ 0.225 2,000,000 1,250,000 4.11 $ 0.250 20,000 20,000 3.67 $ 0.250 50,000 12,500 4.07 $ 0.250 800,000 600,000 4.12 $ 0.250 80,000 60,000 4.15 $ 0.250 50,000 50,000 3.42 $ 0.300 403,000 403,000 3.50 $ 0.417 900,000 900,000 3.24 $ 0.505 100,000 50,000 4.26 $ 0.505 800,000 200,000 4.28 $ 0.590 15,000 15,000 3.19 $ 0.630 300,000 300,000 0.25 $ 0.740 590,000 356,250 4.58 $ 0.770 200,000 200,000 1.25 $ 0.830 287,000 143,500 4.48 $ 0.830 600,000 - 4.66 $ 0.840 878,921 600,000 4.79 $ 0.840 99,000 19,800 4.84 $ 0.850 90,000 33,125 4.71 $ 0.880 11,550,000 5,925,000 4.78 $ 0.880 15,000 - 4.87 $ 0.890 10,000 2,500 4.31 $ 0.892 40,000 20,000 4.31 $ 0.895 25,000 12,500 4.32 $ 0.900 50,000 50,000 1.61 $ 0.910 50,000 50,000 1.06 $ 0.920 300,000 - 4.76 $ 0.928 500,000 100,000 4.86 $ 0.950 50,000 50,000 1.25 $ 0.970 100,000 50,000 4.71 $ 0.983 145,000 - 4.74 $ 0.990 500,000 - 4.97 $ 0.992 300,000 300,000 2.99 $ 1.000 15,000 15,000 2.71 $ 1.000 125,000 125,000 3.09 $ 1.350 100,000 100,000 1.83 $ 1.950 375,000 375,000 1.75 $ 2.320 100,000 100,000 1.95 $ 2.450 2,000,000 2,000,000 1.23 $ 2.500 100,000 100,000 1.91 $ 2.650 200,000 200,000 1.98 $ 2.850 56,250 56,250 1.20 $ 2.850 100,000 100,000 2.20 $ 3.000 25,000 25,000 2.21 $ 3.725 100,000 100,000 2.19 26,054,171 15,849,425 NOTE 16 – WARRANTS During the nine months ended September 30, 2021, the Company issued warrants to purchase up to 2,100,000 0.50 0.83 three five years 1,487,000 15,540,540 1.087 Mezzanine Equity 9.5 23.0 During the nine months ended September 30, 2020, in conjunction with the $21M Debentures discussed in Note 12 – Debentures Payable three 180,000 0.75 Promissory Notes three 750,000 0.50 Promissory Notes four 5,000,000 0.25 639,000 10,000 During the nine months ended September 30, 2021, warrants to purchase 1,237,500 0.11 0.55 437,500 257,438 No During the nine months ended September 30, 2021, warrants to purchase 5,517,474 0.90 4.30 At September 30, 2021 and 2020, warrants to purchase up to 27,802,734 17,735,107 0.11 5.50 |
REVENUES
REVENUES | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | NOTE 17 – REVENUES For the nine months ended September 30, 2021 and 2020, the Company’s revenues were comprised of the following major categories: SCHEDULE OF REVENUES COMPRISED OF MAJOR CATEGORIES 2021 2020 Product sales - retail $ 59,230,023 $ 16,895,170 Product sales - wholesale 20,536,161 5,097,128 Real estate rentals 5,397,384 5,065,538 Management fees 2,562,002 1,081,562 Supply procurement 1,446,085 1,218,334 Licensing fees 1,248,625 1,180,097 Total revenues $ 90,420,280 $ 30,537,829 For the nine months ended September 30, 2021 and 2020, revenues from two clients represented 11 24% |
BAD DEBTS
BAD DEBTS | 9 Months Ended |
Sep. 30, 2021 | |
Bad Debts | |
BAD DEBTS | NOTE 18 – BAD DEBTS The Company maintains two types of reserves to address uncertain collections of amounts due—an allowance against trade accounts receivable (the “AR Allowance”), and a reserve against cash advanced by the Company to its cannabis-licensed clients for working capital purposes (the WC Reserve”). During the nine months ended September 30, 2021, the Company increased the AR Allowance by $ 1,400,000 455,000 1,855,000 Bad Debts 1,000,000 342,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 19 – RELATED PARTY TRANSACTIONS Effective July 1, 2021, the Company entered into employment agreements with its CEO, CFO, and COO, expiring in June 2024, that provide for an annual base salary of $ 350,000 325,000 300,000 75 Pursuant to the agreements, the CEO, CFO, and COO were granted (i) on the effective date, options to purchase up to 5,000,000, 5,000,000 1,250,000 0.88 one July 2026 5,000,000 5,000,000 1,250,000 0.90 one September 2026 Additionally, the agreements (i) provide these officers with additional grants on each anniversary of the effective date of the agreements in the sole discretion of the Company’s Compensation Committee, and contain covenants not to compete, non-solicitation provisions, and termination obligations, among other terms and conditions. In July 2021, the Company granted five 100,000 0.88 In April 2020, the Company issued options to purchase up to 50,000 0.30 6,000 In 2020, options to purchase an aggregate of 550,000 0.13 0.14 The Company’s corporate offices are leased from an entity in which the Company’s CFO has an investment interest. This lease expires in October 2028 and contains a five-year extension option. In each of the nine-month periods ended September 30, 2021 and 2020, expenses incurred under this lease approximated $ 117,000 The Company procures nutrients, lab equipment, cultivation supplies, furniture, and tools from an entity owned by the family of the Company’s COO. The aggregate purchases from this entity in the nine months ended September 30, 2021 and 2020 approximated $ 3.8 1.8 The Company pays royalties on the revenue generated from its Betty’s Eddies® product line to an entity owned by the Company’s COO and its SVP of Sales under a royalty agreement. This agreement was amended effective January 1, 2021 whereby, among other modifications, the royalty percentage changed from 2.5% on all sales of Betty’s Eddies® products to ( i) 3.0% and 10.0% of wholesale sales of existing products within the product line if sold directly by the Company, or licensed by the Company for sale by third-parties, respectively, and (ii) 0.5% and 1.0% of wholesale sales of future developed products within the product line if sold directly by the Company, or licensed by the Company for sale by third-parties, respectively 210,000 275,000 In the nine months ended September 30, 2021 and 2020, one of the Company’s majority owned subsidiaries paid aggregate distributions of approximately $ 34,000 40,000 4,000 In the nine months ended September 30, 2021 and 2020, the Company purchased fixed assets and consulting services of approximately $ 723,000 455,000 In the nine months ended September 30, 2021 and 2020, the Company purchased fixed assets of approximately $ 438,000 176,000 The balance of Due To Related Parties 1.2 460,000 653,000 45,000 The Company’s mortgages with Bank of New England, DuQuoin State Bank, and South Porte Bank are personally guaranteed by the Company’s CEO and CFO. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 20 – COMMITMENTS AND CONTINGENCIES Lease Commitments The Company is the lessee under six four finance leases The details of the Company’s operating lease agreements are as follows: ● Delaware – 4,000 five-year lease that expires in December 2021 with a five-year option to extend. ● Delaware – a 100,000 The lease term is 10 ● Delaware –a 12,000 expires in January 2026 ● Nevada – 10,000 expiring in 2024 ● Massachusetts – 10,000 10 expiring in 2028 option to extend the term for an additional five-year period. ● Maryland – a 2,700 expires in July 2022 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 nine months ended September 30, 2021 were as follows: SCHEDULE OF COMPONENTS OF LEASE EXPENSE Operating lease cost $ 820,607 Finance lease cost: Amortization of right-of-use assets $ 24,512 Interest on lease liabilities 4,051 Total finance lease cost $ 28,563 The weighted average remaining lease term for operating leases is 7.6 2.2 7.5 12 Future minimum lease payments as of September 30, 2021 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 Leases Finance Leases 2021 $ 282,673 $ 9,603 2022 1,071,079 27,123 2023 1,035,017 23,201 2024 963,589 3,229 2025 936,947 - Thereafter 3,468,041 - Total lease payments 7,757,344 $ 63,156 Less: imputed interest (1,942,403 ) (5,012 ) $ 5,814,941 $ 58,144 Terminated Employment Agreement An employment agreement which commenced in 2012 with Thomas Kidrin, the former CEO of the Company, was terminated by the Company in 2017. 1,043,000 In July 2019, Mr. Kidrin, also a former director of the Company, filed a complaint in the Massachusetts Superior Court, which alleged the Company failed to pay all wages owed to him and breached the employment agreement, and requested multiple damages, attorney fees, costs, and interest. The Company moved to dismiss certain counts of the complaint and asserted counterclaims against Mr. Kidrin alleging breach of contract, breach of fiduciary duty, money had and received, and unjust enrichment. While the Company’s motion to dismiss was pending, the parties entered into a settlement agreement and general release in August 2021 whereby, among other conditions, (i) Mr. Kidrin’s complaint was dismissed with prejudice, (ii) the Company issued to Mr. Kidrin five-year warrants to purchase up to 1,000,000 0.50 In August 2021, the fair value of the warrants of approximately $ 776,000 1,043,000 Maryland Acquisition As previously disclosed in Note 3 – Acquisitions In November 2019, Kind commenced an action by filing a complaint against the Company 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) (the “Complaint”). The Complaint, as amended, alleges breach of contract, breach of fiduciary duty, unjust enrichment, intentional misrepresentation, rescission, civil conspiracy, and seeking an accounting and declaratory judgment and damages in excess of $ 75,000 At the time the Complaint and Counterclaims were filed, both parties, MariMed (including MariMed Holdings MD LLC and MariMed Advisors Inc.) and Kind, brought motions for a temporary restraining order and a preliminary injunction. By Opinion and Order entered on November 21, 2019, the Court denied both parties motions for a temporary restraining order. In its opinion, the Court specifically noted that, contrary to Kind’s allegations, the MSA and the Lease “appear to be independent, valid and enforceable contracts.” 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 management 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 with respect to the 70%/30% partnership/joint venture agreement 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. In March 2021, the Kind parties filed motions to modify the preliminary injunction order or, alternatively, for direction from the Court based on Kind’s claim to have terminated the MSA. In September 2021, the court denied the motion to modify the preliminary injunction and granted, in part, the motion for direction, but only with respect to Kind’s request to pay litigation costs. The preliminary injunction remains in full effect, and the Company has filed a petition for civil contempt against the Kind parties for interfering with the Company’s management of Kind. The contempt petition is currently pending. The Company intends to aggressively prosecute and defend the action. Trial has been scheduled from March 28, 2022 to April 11, 2022. DiPietro 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, and also 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 her as a member. The Company has answered the complaint and MMA filed 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, and for tortious interference with Mari-MD’s lease and MMA’s management services agreement with Kind. 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. Bankruptcy Claim During 2019, the Company’s MMH subsidiary sold and delivered hemp seed inventory to GenCanna Global Inc., a Kentucky-based cultivator, producer, and distributor of hemp (“GenCanna”). At the time of sale, the Company owned a 33.5 29.0 In February 2020, GenCanna USA, GenCanna’s wholly-owned operating subsidiary, under pressure from certain of its creditors including MGG Investment Group LP, GenCanna’s senior lender (“MGG”), agreed to convert a previously-filed involuntary bankruptcy proceeding with the U.S. Bankruptcy Court in the Eastern District of Kentucky (the “Bankruptcy Court”) 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. 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 what portion, if any, of the Company’s allowed claim will be paid upon the completion of the liquidation of the remaining assets of the OGGUSA Debtors. Contract Dispute In September 2021, MD Global Partners LLC (“MDGP”) filed an action in the Supreme Court of the State of New York alleging breach of contract. This matter was settled in October 2021 as disclosed in Note 21 – Subsequent Events |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 21 – SUBSEQUENT EVENTS Legal Settlement In October 2021, the Company entered into a settlement agreement with and obtained a general release from MDGP whereby the Company paid $ 150,000 Commitments and Contingencies Promissory Note Conversions In October and November 2021, the Noteholder of the $3.2M Note converted $ 475,000 1,357,143 Equity Transactions In October 2021, the Company granted its CEO, CFO, and COO options to purchase up to 5,000,000 5,000,000 1,250,000 0.90 Also during this period, (i) options to purchase 40,000 shares of common stock were exercised at an exercise price of $ 0.14 per share, (ii) options to purchase 110,000 shares of common stock were forfeited, (iii) warrants to purchase 1,201,163 shares of common stock were forfeited, and (iv) 202,204 shares of common stock that were classified under Common Stock Subscribed But Not Issued Stockholders’ Equity |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). In accordance with GAAP, interim financial statements are not required to contain all of the disclosures normally required in annual financial statements. In addition, the results of operations of interim periods may not necessarily be indicative of the results of operations to be expected for the full year. Accordingly, these interim financial statements should be read in conjunction with the Company’s most recent audited annual financial statements and accompanying notes for the year ended December 31, 2020. 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 at September 30, 2021: SCHEDULE OF MAJORITY OWNED SUBSIDIARIES Subsidiary: Percentage Owned 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 Mari Holdings Metropolis LLC 70.0 Mari Holdings Mt. Vernon 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 100.0 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 $ 41.4 million and $ 40.0 million at September 30, 2021 and December 31, 2020, respectively. For further discussion on receivable reserves, please refer to Note 18 – Bad Debts Bankruptcy Claim – Commitments and Contingencies. |
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 write-down if necessary. |
Investments | Investments Investments are comprised of equity holdings in public and 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 retail dispensaries and wholesale operations in Massachusetts and Illinois, and sales of hemp and hemp-infused products. An increase in product sales is expected from the Company’s planned cannabis-licensee acquisitions in Maryland, Nevada, and Delaware (upon this state’s amendment to permit for-profit ownership of cannabis entities). This revenue is recognized when products are delivered or at retail points-of-sale. ● 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 – royalties from the licensed distribution of the Company’s branded products including Kalm Fusion® and Betty’s Eddies®, and from sublicensing of contracted brands including Healer and Tikun Olam, 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 years the remaining duration of the related lease seven ten ten years 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 nine months ended September 30, 2021 and 2020, based on the results of management’s impairment analyses, there were no impairment losses. |
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, and (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 nine months ended September 30, 2021 and 2020: SCHEDULE OF ASSUMPTIONS USED Nine Months Ended 2021 2020 Life of instrument 3.0 5.0 2.7 4.3 Volatility factors 1.230 1.266 1.059 1.180 Risk-free interest rates 0.36 0.90 0.26 1.30 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 September 30, 2021 and 2020, there were potentially dilutive securities convertible into shares of common stock comprised of (i) stock options – convertible into 26,054,171 7,125,750 27,802,734 17,735,107 4,908,333 31,081,080 zero zero 28,233,972 2,500,268 17,503,282 For the three and nine months ended September 30, 2021, the aforementioned potentially dilutive securities increased the number of weighted average common shares outstanding on a diluted basis by 49,479,941 45,863,932 64,556,628 |
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, 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 at September 30, 2021: SCHEDULE OF MAJORITY OWNED SUBSIDIARIES Subsidiary: Percentage Owned 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 Mari Holdings Metropolis LLC 70.0 Mari Holdings Mt. Vernon 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 100.0 |
SCHEDULE OF ASSUMPTIONS USED | SCHEDULE OF ASSUMPTIONS USED Nine Months Ended 2021 2020 Life of instrument 3.0 5.0 2.7 4.3 Volatility factors 1.230 1.266 1.059 1.180 Risk-free interest rates 0.36 0.90 0.26 1.30 Dividend yield 0 0 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Schedule of Investments [Abstract] | |
SCHEDULE OF INVESTMENTS | At September 30, 2021 and December 31, 2020, the Company’s investments were comprised of the following: SCHEDULE OF INVESTMENTS September 30, 2021 December 31, 2020 Current investments: Flowr Corp. (formerly Terrace Inc.) $ 419,803 $ 1,357,193 Non-current investments: MembersRSVP LLC - 1,165,788 Total investments $ 419,803 $ 2,522,981 |
DEFERRED RENTS RECEIVABLE (Tabl
DEFERRED RENTS RECEIVABLE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 September 30, 2021 were: SCHEDULE OF FUTURE MINIMUM RENTAL RECEIPTS FOR NON-CANCELABLE LEASES AND SUBLEASES 2021 $ 1,207,136 2022 4,740,130 2023 4,446,410 2024 4,506,585 2025 4,574,023 Thereafter 39,591,553 Total $ 59,065,837 |
NOTES RECEIVABLE (Tables)
NOTES RECEIVABLE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
SCHEDULE OF NOTES RECEIVABLE | At September 30, 2021 and December 31, 2020, notes receivable, including accrued interest, consisted of the following: SCHEDULE OF NOTES RECEIVABLE September 30, 2021 December 31, 2020 First State Compassion Center $ 420,267 $ 468,985 Healer LLC 892,637 899,226 High Fidelity Inc. - 254,919 Total notes receivable 1,312,904 1,623,130 Notes receivable, current portion 124,426 658,122 Notes receivable, less current portion $ 1,188,478 $ 965,008 |
INVENTORY (Tables)
INVENTORY (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORY | At September 30, 2021 and December 31, 2020, inventory was comprised of the following: SCHEDULE OF INVENTORY September 30, 2021 December 31, 2020 Plants $ 1,490,314 $ 3,352,425 Ingredients and other raw materials 256,331 176,338 Work-in-process 3,434,208 468,377 Finished goods 5,813,110 2,833,431 Total inventory $ 10,993,963 $ 6,830,571 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | At September 30, 2021 and December 31, 2020, property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT September 30, 2021 December 31, 2020 Land $ 4,449,810 $ 3,988,810 Buildings and building improvements 34,343,369 29,309,856 Tenant improvements 9,295,691 8,844,974 Furniture and fixtures 1,868,571 619,880 Machinery and equipment 6,983,256 4,620,924 Construction in progress 8,938,997 3,140,807 65,879,694 50,525,251 Less: accumulated depreciation (6,363,525 ) (4,888,722 ) Property and equipment, net $ 59,516,169 $ 45,636,529 |
MORTGAGES (Tables)
MORTGAGES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Mortgages | |
SCHEDULE OF MORTGAGES PAYABLE | At September 30, 2021 and December 31, 2020, mortgage balances, including accrued interest, were comprised of the following: SCHEDULE OF MORTGAGES PAYABLE September 30, 2021 December 31, 2020 Bank of New England – New Bedford, MA and Middleboro, MA properties $ 12,583,053 $ 12,834,090 Bank of New England – Wilmington, DE property 1,491,525 1,575,658 DuQuoin State Bank – Anna, IL and Harrisburg, IL properties 786,046 814,749 DuQuoin State Bank – Metropolis, IL property 2,688,230 - South Porte Bank – Mt. Vernon, IL property 838,440 906,653 Total mortgages payable 18,387,294 16,131,150 Mortgages payable, current portion (1,412,545 ) (1,387,014 ) Mortgages payable, less current portion $ 16,974,749 $ 14,744,136 |
PROMISSORY NOTES (Tables)
PROMISSORY NOTES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Promissory Notes | |
SCHEDULE OF AGGREGATE MATURITIES OF DEBT OUTSTANDING | As of September 30, 2021, the aggregate scheduled maturities of the Company’s total debt outstanding were: SCHEDULE OF AGGREGATE MATURITIES OF DEBT OUTSTANDING 2021 $ 1,253,995 2022 593,112 2023 1,231,622 2024 669,650 2025 716,186 Thereafter 14,859,046 Total 19,323,611 Less discounts (741 ) Long-term debt, net $ 19,322,870 |
DEBENTURES PAYABLE (Tables)
DEBENTURES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debentures Payable | |
SCHEDULE OF DEBENTURE TRANSACTION | SCHEDULE OF DEBENTURE TRANSACTION Issue Date Maturity Date Initial Principal Interest Issue Discount Warrant Beneficial Converted 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 2,500,000 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) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE | Stock options outstanding and exercisable as of September 30, 2021 were: SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE Exercise Price Shares Under Option Remaining Life per Share Outstanding Exercisable in Years $ 0.140 160,000 80,000 3.78 $ 0.149 500,000 500,000 4.25 $ 0.169 200,000 200,000 4.12 $ 0.225 2,000,000 1,250,000 4.11 $ 0.250 20,000 20,000 3.67 $ 0.250 50,000 12,500 4.07 $ 0.250 800,000 600,000 4.12 $ 0.250 80,000 60,000 4.15 $ 0.250 50,000 50,000 3.42 $ 0.300 403,000 403,000 3.50 $ 0.417 900,000 900,000 3.24 $ 0.505 100,000 50,000 4.26 $ 0.505 800,000 200,000 4.28 $ 0.590 15,000 15,000 3.19 $ 0.630 300,000 300,000 0.25 $ 0.740 590,000 356,250 4.58 $ 0.770 200,000 200,000 1.25 $ 0.830 287,000 143,500 4.48 $ 0.830 600,000 - 4.66 $ 0.840 878,921 600,000 4.79 $ 0.840 99,000 19,800 4.84 $ 0.850 90,000 33,125 4.71 $ 0.880 11,550,000 5,925,000 4.78 $ 0.880 15,000 - 4.87 $ 0.890 10,000 2,500 4.31 $ 0.892 40,000 20,000 4.31 $ 0.895 25,000 12,500 4.32 $ 0.900 50,000 50,000 1.61 $ 0.910 50,000 50,000 1.06 $ 0.920 300,000 - 4.76 $ 0.928 500,000 100,000 4.86 $ 0.950 50,000 50,000 1.25 $ 0.970 100,000 50,000 4.71 $ 0.983 145,000 - 4.74 $ 0.990 500,000 - 4.97 $ 0.992 300,000 300,000 2.99 $ 1.000 15,000 15,000 2.71 $ 1.000 125,000 125,000 3.09 $ 1.350 100,000 100,000 1.83 $ 1.950 375,000 375,000 1.75 $ 2.320 100,000 100,000 1.95 $ 2.450 2,000,000 2,000,000 1.23 $ 2.500 100,000 100,000 1.91 $ 2.650 200,000 200,000 1.98 $ 2.850 56,250 56,250 1.20 $ 2.850 100,000 100,000 2.20 $ 3.000 25,000 25,000 2.21 $ 3.725 100,000 100,000 2.19 26,054,171 15,849,425 |
REVENUES (Tables)
REVENUES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF REVENUES COMPRISED OF MAJOR CATEGORIES | For the nine months ended September 30, 2021 and 2020, the Company’s revenues were comprised of the following major categories: SCHEDULE OF REVENUES COMPRISED OF MAJOR CATEGORIES 2021 2020 Product sales - retail $ 59,230,023 $ 16,895,170 Product sales - wholesale 20,536,161 5,097,128 Real estate rentals 5,397,384 5,065,538 Management fees 2,562,002 1,081,562 Supply procurement 1,446,085 1,218,334 Licensing fees 1,248,625 1,180,097 Total revenues $ 90,420,280 $ 30,537,829 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF COMPONENTS OF LEASE EXPENSE | The components of lease expense for the nine months ended September 30, 2021 were as follows: SCHEDULE OF COMPONENTS OF LEASE EXPENSE Operating lease cost $ 820,607 Finance lease cost: Amortization of right-of-use assets $ 24,512 Interest on lease liabilities 4,051 Total finance lease cost $ 28,563 |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER ALL NON-CANCELABLE OPERATING LEASES | Future minimum lease payments as of September 30, 2021 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 Leases Finance Leases 2021 $ 282,673 $ 9,603 2022 1,071,079 27,123 2023 1,035,017 23,201 2024 963,589 3,229 2025 936,947 - Thereafter 3,468,041 - Total lease payments 7,757,344 $ 63,156 Less: imputed interest (1,942,403 ) (5,012 ) $ 5,814,941 $ 58,144 |
SCHEDULE OF MAJORITY OWNED SUBS
SCHEDULE OF MAJORITY OWNED SUBSIDIARIES (Details) | Sep. 30, 2021 |
MariMed Advisors Inc. [Member] | |
Percentage owned | 100.00% |
Mia Development LLC [Member] | |
Percentage owned | 89.50% |
Mari Holdings IL LLC [Member] | |
Percentage owned | 100.00% |
Mari Holdings MD LLC [Member] | |
Percentage owned | 97.40% |
Mari Holdings NV LLC [Member] | |
Percentage owned | 100.00% |
Mari Holdings Metropolis LLC [Member] | |
Percentage owned | 70.00% |
Mari Holdings Mt. Vernon LLC [Member] | |
Percentage owned | 100.00% |
Hartwell Realty Holdings LLC [Member] | |
Percentage owned | 100.00% |
iRollie LLC [Member] | |
Percentage owned | 100.00% |
ARL Healthcare Inc. [Member] | |
Percentage owned | 100.00% |
KPG of Anna LLC [Member] | |
Percentage owned | 100.00% |
KPG of Harrisburg LLC [Member] | |
Percentage owned | 100.00% |
MariMed Hemp Inc. [Member] | |
Percentage owned | 100.00% |
Meditaurus LLC [Member] | |
Percentage owned | 100.00% |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) | Sep. 30, 2021ft² |
Accounting Policies [Abstract] | |
Area of land | 300,000 |
SCHEDULE OF ASSUMPTIONS USED (D
SCHEDULE OF ASSUMPTIONS USED (Details) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Debt instrument, measurement input | 0.00% | 0.00% |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fair value assumptions, measurement input, volatility factor | 123.00% | 105.90% |
Fair value assumptions, measurement input, risk free interest rates | 0.36% | 0.26% |
Minimum [Member] | Measurement Input, Expected Term [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fair value assumptions, measurement input, term | 3 years | 2 years 8 months 12 days |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fair value assumptions, measurement input, volatility factor | 126.60% | 118.00% |
Fair value assumptions, measurement input, risk free interest rates | 0.90% | 1.30% |
Maximum [Member] | Measurement Input, Expected Term [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fair value assumptions, measurement input, term | 5 years | 4 years 3 months 18 days |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Unrecognized Tax Benefits | $ 0 | $ 0 | $ 0 | $ 0 | |
Share-based Payment Arrangement, Option [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Antidilutive securities | 26,054,171 | 7,125,750 | |||
Warrant [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Antidilutive securities | 27,802,734 | 17,735,107 | |||
Series B Preferred Stocks [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Antidilutive securities | 4,908,333 | 4,908,333 | |||
Series C Preferred Stocks [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Antidilutive securities | 31,081,080 | 0 | |||
Convertible Debt Securities [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Antidilutive securities | 0 | 28,233,972 | |||
Promissory Notes [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Antidilutive securities | 2,500,268 | 17,503,282 | |||
Common Stock [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Antidilutive securities | 49,479,941 | 64,556,628 | 45,863,932 | ||
Building and Building Improvements [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment useful life, description | forty years | ||||
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 years | ||||
Accounts Receivable [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Bad Debt Reserve, Tax Purpose of Qualified Lender | $ 41,400,000 | $ 41,400,000 | $ 40,000,000 |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) | Dec. 31, 2019USD ($) | Sep. 30, 2021USD ($)ft²shares | Aug. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)ft²shares | Sep. 30, 2021USD ($)ft² | Dec. 31, 2020USD ($) | Oct. 31, 2019ft² | Dec. 21, 2018 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||||||||
Area of land | ft² | 300,000 | 300,000 | |||||||
Common Stock, Value, Issued | $ 331,545 | $ 331,545 | $ 314,419 | ||||||
Members Kind Therapeutics USA Inc [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Equity onwership percentage | 30.00% | ||||||||
The Harvest Foundation LLC [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of interests acquired in business acquisition | 100.00% | ||||||||
The Harvest Foundation LLC [Member] | Two Owners [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Sale of stock, shares | shares | 1,000,000 | ||||||||
Sale of stock, value | $ 1,200,000 | ||||||||
Warrants to purchase shares | shares | 400,000 | ||||||||
Kind Therapeutics USA Inc. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of interests acquired in business acquisition | 100.00% | ||||||||
Equity onwership percentage | 70.00% | ||||||||
Payment for business acquisition | $ 6,300,000 | ||||||||
Stock issued during period, shares, acquisitions | shares | 2,500,000 | ||||||||
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] | |||||||||
Business Acquisition [Line Items] | |||||||||
Sale of stock, shares | shares | 100,000 | ||||||||
Equity onwership percentage | 70.00% | 30.00% | 30.00% | ||||||
Payment for business acquisition | $ 2,800,000 | ||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable Fair Value Method | The Company currently sells CBD products developed by MediTaurus under its Florance™ brand | ||||||||
Common Stock, Value, Issued | $ 94,000 | $ 94,000 | |||||||
Dividends, Common Stock, Cash | 10,000 | ||||||||
Noncontrolling Interest, Increase from Business Combination | $ 975,000 |
SCHEDULE OF INVESTMENTS (Detail
SCHEDULE OF INVESTMENTS (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Aug. 31, 2018 |
Schedule of Investments [Line Items] | |||
Total investments | $ 419,803 | $ 2,522,981 | |
MembersRSVP LLC [Member] | |||
Schedule of Investments [Line Items] | |||
Non-current investments | 1,165,788 | ||
Total investments | $ 300,000 | ||
Flowr Corp. (Formerly Terrace Inc.) [Member] | |||
Schedule of Investments [Line Items] | |||
Current investments | $ 419,803 | $ 1,357,193 |
INVESTMENTS (Details Narrative)
INVESTMENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2021 | Aug. 31, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2018 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jan. 02, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||||||||||
Investments | $ 419,803 | $ 2,522,981 | $ 419,803 | $ 419,803 | ||||||
Number of common stock issued during period | 109,308 | |||||||||
Gain (Loss) on Sale of Equity Investments | $ 51,511 | $ 18,553 | ||||||||
Other Nonoperating Income (Expense) | $ 309,000 | $ 309,212 | (84,708) | 309,212 | (84,708) | |||||
MembersRSVP LLC [Member] | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Investments | $ 300,000 | |||||||||
Number of common stock issued during period | 378,259 | |||||||||
Number of common stock issued, value | $ 915,000 | |||||||||
Ownership percentage | 12.00% | 23.00% | ||||||||
Gain (Loss) on Sale of Equity Investments | $ 52,000 | 19,000 | ||||||||
Membership interest transferred | 11.00% | |||||||||
MRSVP [Member] | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Debt Instrument, Convertible, Carrying Amount of Equity Component | $ 50,000 | |||||||||
Distribution Made to Limited Partner, Cash Distributions Paid | $ 1,475,000 | |||||||||
Flowr Corp. (Formerly Terrace Inc.) [Member] | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Percentage for acquired interest rate | 8.95% | |||||||||
Number of shares received under acquisition | 0.4973 | |||||||||
Change in fair value of investments | $ 937,000 | $ 446,000 |
SCHEDULE OF FUTURE MINIMUM RENT
SCHEDULE OF FUTURE MINIMUM RENTAL RECEIPTS FOR NON-CANCELABLE LEASES AND SUBLEASES (Details) | Sep. 30, 2021USD ($) |
Deferred Rents Receivable | |
2021 | $ 1,207,136 |
2022 | 4,740,130 |
2023 | 4,446,410 |
2024 | 4,506,585 |
2025 | 4,574,023 |
Thereafter | 39,591,553 |
Total | $ 59,065,837 |
DEFERRED RENTS RECEIVABLE (Deta
DEFERRED RENTS RECEIVABLE (Details Narrative) $ in Millions | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021USD ($)ft² | Dec. 31, 2020USD ($) | Jan. 31, 2017ft² | Sep. 30, 2016ft² | |
Area of land | 300,000 | |||
Operating Lease, Lease Income | $ | $ 17.5 | $ 13.9 | ||
Contract with Customer, Liability, Revenue Recognized | $ | 19.2 | 15.8 | ||
Loans and Leases Receivable, Deferred Income | $ | $ 1.7 | $ 1.9 | ||
DELAWARE | ||||
Area of land | 100,000 | 45,000 | ||
Lease expiration description | expires in 2035 | |||
DELAWARE | Retails Space [Member] | ||||
Area of land | 4,000 | |||
Lessor, operating lease, option to extend | lease expiring in December 2021 with a five-year option to extend | |||
DELAWARE | Cultivation and Processing Facility [Member] | ||||
Area of land | 100,000 | |||
Lessor, operating lease, option to extend | The lease expires in March 2030, with an option to extend the term for three additional five-year periods | |||
DELAWARE | Cannabis Production Facility [Member] | ||||
Area of land | 12,000 | |||
Lessor, operating lease, option to extend | The lease expires in January 2026 and contains an option to negotiate an extension at the end of the lease term | |||
MARYLAND | ||||
Area of land | 180,000 | |||
Lease expiration description | expires in 2037 | |||
MOROCCO | ||||
Area of land | 10,000 | |||
Lease expiration description | expiring in 2028 | |||
MOROCCO | Non-Cannabis [Member] | ||||
Area of land | 138,000 | |||
Lease expiration description | expires in 2022 |
SCHEDULE OF NOTES RECEIVABLE (D
SCHEDULE OF NOTES RECEIVABLE (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Total notes receivable | $ 1,312,904 | $ 1,623,130 |
Notes receivable, current portion | 124,426 | 658,122 |
Notes receivable, less current portion | 1,188,478 | 965,008 |
First State Compassion Center [Member] | ||
Total notes receivable | 420,267 | 468,985 |
Healer LLC [Member] | ||
Total notes receivable | 892,637 | 899,226 |
High Fidelity Inc [Member] | ||
Total notes receivable | $ 254,919 |
NOTES RECEIVABLE (Details Narra
NOTES RECEIVABLE (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2021 | Mar. 31, 2021 | May 31, 2016 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2020 | Dec. 30, 2020 | Jun. 30, 2020 | Aug. 31, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | |||||||||||
Proceeds from notes receivable | $ 407,374 | $ 443,150 | |||||||||
Notes Receivable, Related Parties, Current | 124,426 | $ 658,122 | |||||||||
Licensing fees | 92,000 | ||||||||||
Financing Receivable, after Allowance for Credit Loss, Current | 124,426 | 658,122 | |||||||||
Promissory Notes [Member] | |||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||
Debt instrument, face amount | 893,000 | $ 899,000 | $ 352,000 | ||||||||
Financing Receivable, after Allowance for Credit Loss, Current | 52,000 | $ 337,000 | |||||||||
Healer [Member] | |||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||
Debt instrument, face amount | $ 894,000 | ||||||||||
Delaware Cannabis-licensee [Member] | |||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||
Debt Instrument, Term | 10 years | ||||||||||
Proceeds from notes receivable | $ 700,000 | ||||||||||
Interest rate | 12.50% | ||||||||||
Debt Instrument, Periodic Payment | $ 10,000 | ||||||||||
Notes Receivable, Related Parties, Current | $ 72,000 | $ 64,000 | |||||||||
Healer LLC [Member] | |||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||
Interest rate | 6.00% | ||||||||||
Debt Instrument, Maturity Date, Description | requires quarterly payments of interest from April 2021 through the maturity date in April 2026 | ||||||||||
Healer LLC [Member] | Dr. Dustin Sulak [Member] | |||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||
Proceeds from notes receivable | $ 800,000 | $ 800,000 | |||||||||
Interest rate | 6.00% | ||||||||||
Healer LLC [Member] | Healer [Member] | |||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||
Debt instrument, face amount | $ 866,000 | ||||||||||
Licensing fees | $ 28,000 | ||||||||||
High Fidelity Inc [Member] | |||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||
Interest rate | 10.00% | ||||||||||
Due to related parties | $ 250,000 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Plants | $ 1,490,314 | $ 3,352,425 |
Ingredients and other raw materials | 256,331 | 176,338 |
Work-in-process | 3,434,208 | 468,377 |
Finished goods | 5,813,110 | 2,833,431 |
Total inventory | $ 10,993,963 | $ 6,830,571 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | $ 65,879,694 | $ 50,525,251 |
Less: accumulated depreciation | (6,363,525) | (4,888,722) |
Property and equipment, net | 59,516,169 | 45,636,529 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 4,449,810 | 3,988,810 |
Buildings and Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 34,343,369 | 29,309,856 |
Tenant Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 9,295,691 | 8,844,974 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 1,868,571 | 619,880 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 6,983,256 | 4,620,924 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | $ 8,938,997 | $ 3,140,807 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment, Additions | $ 15,354,000 | $ 1,876,000 | |
Depreciation | 1,499,318 | $ 1,340,649 | |
Milford, DE and Annapolis, MD [Member] | |||
Construction in Progress, Gross | $ 8,900,000 | $ 3,100,000 |
INTANGIBLES (Details Narrative)
INTANGIBLES (Details Narrative) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Indefinite-lived Intangible Assets [Line Items] | ||
Goodwill | $ 2,100,000 | $ 2,100,000 |
Cannabis Licenses [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived Intangible Assets (Excluding Goodwill) | $ 281,000 | $ 161,000 |
SCHEDULE OF MORTGAGES PAYABLE (
SCHEDULE OF MORTGAGES PAYABLE (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Total mortgages payable | $ 19,322,870 | |
Mortgage [Member] | ||
Short-term Debt [Line Items] | ||
Total mortgages payable | 18,387,294 | $ 16,131,150 |
Mortgages payable, current portion | (1,412,545) | (1,387,014) |
Mortgages payable, less current portion | 16,974,749 | 14,744,136 |
Mortgage [Member] | Bank Of New England New Bedford MA and Middlebore MA Property [Member] | ||
Short-term Debt [Line Items] | ||
Total mortgages payable | 12,583,053 | 12,834,090 |
Mortgage [Member] | Bank Of New England Wilmington DE Property [Member] | ||
Short-term Debt [Line Items] | ||
Total mortgages payable | 1,491,525 | 1,575,658 |
Mortgage [Member] | DuQuoin State Bank Anna IL and Harrisburg IL Properties [Member] | ||
Short-term Debt [Line Items] | ||
Total mortgages payable | 786,046 | 814,749 |
Mortgage [Member] | DuQuoin State Bank Metropolis IL Properties [Member] | ||
Short-term Debt [Line Items] | ||
Total mortgages payable | 2,688,230 | |
Mortgage [Member] | South Porte Bank Mt Venon IL Property [Member] | ||
Short-term Debt [Line Items] | ||
Total mortgages payable | $ 838,440 | $ 906,653 |
MORTGAGES (Details Narrative)
MORTGAGES (Details Narrative) | Jul. 31, 2020USD ($) | Feb. 29, 2020USD ($) | May 02, 2019 | May 31, 2016ft² | Jul. 31, 2021USD ($) | Nov. 30, 2017USD ($)ft² | Sep. 30, 2021USD ($)ft² | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2016ft² |
Area of Land | ft² | 300,000 | |||||||||
Proceeds from Notes Payable | $ 35,096 | $ 5,249,763 | ||||||||
Debt Instrument, Face Amount | 19,322,870 | |||||||||
Common Stock, Value, Issued | 331,545 | $ 314,419 | ||||||||
Mortgage [Member] | ||||||||||
Debt principal amount, current | 1,412,545 | 1,387,014 | ||||||||
Debt Instrument, Face Amount | 18,387,294 | 16,131,150 | ||||||||
Mari Holdings Metropolics LLC [Member] | ||||||||||
Debt principal amount, current | 71,000 | |||||||||
Debt Instrument, Face Amount | 2,700,000 | |||||||||
Equity Method Investment, Ownership Percentage | 30.00% | |||||||||
Mari Holdings Metropolics LLC [Member] | Ownership Interest [Member] | ||||||||||
Equity Method Investment, Ownership Percentage | 70.00% | |||||||||
Metropolis [Member] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 6.25% | |||||||||
Debt Instrument, Face Amount | $ 1,600,000 | |||||||||
Payments to Acquire Buildings | 750,000 | |||||||||
Common Stock, Value, Issued | 705,000 | |||||||||
Mortage Agreement | $ 2,700,000 | |||||||||
South Porte Bank Mt Venon IL Property [Member] | Mortgage [Member] | ||||||||||
Debt Instrument, Face Amount | $ 838,440 | 906,653 | ||||||||
Mortgages installment | $ 6,000 | |||||||||
DELAWARE | ||||||||||
Area of Land | ft² | 100,000 | 45,000 | ||||||||
Mortgage Agreement [Member] | ||||||||||
Agreement term | 10 years | |||||||||
Mortgage Agreement [Member] | DuQuoin State Bank [Member] | ||||||||||
Area of Land | ft² | 3,400 | |||||||||
Debt principal amount, current | $ 32,000 | 31,000 | ||||||||
Debt Instrument, Interest Rate During Period | 6.75% | |||||||||
Debt Instrument, Face Amount | 793,000 | 815,000 | ||||||||
Mortgage Agreement [Member] | Prime Rate [Member] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | 2.00% | ||||||||
Mortgage Agreement [Member] | Floor Rate [Member] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 6.25% | 6.25% | ||||||||
Mortgage Agreement [Member] | New Bedford, Massachusetts [Member] | ||||||||||
Debt instrument, face amount | $ 4,895,000 | |||||||||
Area of Land | ft² | 138,000 | |||||||||
Area of land built | ft² | 70,000 | |||||||||
Debt principal amount, current | $ 4,800,000 | |||||||||
Mortgage Agreement [Member] | DELAWARE | ||||||||||
Area of Land | ft² | 45,070 | |||||||||
Mortgage Agreement [Member] | GERMANY | ||||||||||
Debt principal amount, current | 118,000 | 114,000 | ||||||||
Debt Instrument, Maturity Date, Description | The mortgage matures in 2031 | |||||||||
Debt Instrument, Face Amount | 1,500,000 | 1,600,000 | ||||||||
Mortgage Agreement [Member] | GERMANY | September 2021 [Member] | ||||||||||
Debt Instrument, Interest Rate During Period | 5.25% | |||||||||
Mortgage Agreement [Member] | GERMANY | Prime Rate [Member] | ||||||||||
Debt Instrument, Interest Rate During Period | 1.50% | |||||||||
Mortgage Agreement [Member] | GERMANY | Floor Rate [Member] | ||||||||||
Debt Instrument, Interest Rate During Period | 5.25% | |||||||||
Refinanced Mortgage [Member] | ||||||||||
Debt instrument, face amount | $ 13,000,000 | |||||||||
Debt principal amount, current | 352,000 | 335,000 | ||||||||
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 Instrument, Face Amount | $ 12,600,000 | $ 12,800,000 |
SCHEDULE OF AGGREGATE MATURITIE
SCHEDULE OF AGGREGATE MATURITIES OF DEBT OUTSTANDING (Details) | Sep. 30, 2021USD ($) |
Promissory Notes | |
2021 | $ 1,253,995 |
2022 | 593,112 |
2023 | 1,231,622 |
2024 | 669,650 |
2025 | 716,186 |
Thereafter | 14,859,046 |
Total | 19,323,611 |
Less discounts | (741) |
Long-term debt, net | $ 19,322,870 |
PROMISSORY NOTES (Details Narra
PROMISSORY NOTES (Details Narrative) | Oct. 31, 2020USD ($)$ / sharesshares | Oct. 31, 2020USD ($)$ / sharesshares | Feb. 29, 2020USD ($) | Jun. 30, 2021 | Apr. 30, 2021USD ($)$ / shares | Apr. 30, 2021USD ($)$ / shares | Mar. 31, 2021USD ($)$ / 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 ($) | Sep. 30, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / shares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) | Dec. 30, 2020USD ($) | Mar. 30, 2019USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Repayments of Notes Payable | $ 15,804,273 | $ 10,770,011 | ||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 51,753 | 286,353 | ||||||||||||||||||||||
Debt Instrument, Face Amount | $ 19,322,870 | 19,322,870 | ||||||||||||||||||||||
Debt instrument converted amount | 3,346,445 | 460,050 | ||||||||||||||||||||||
Payments of Stock Issuance Costs | $ 100,000 | 386,983 | ||||||||||||||||||||||
Proceeds from Notes Payable | 35,096 | $ 5,249,763 | ||||||||||||||||||||||
Extension Agreement [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Debt instrument converted shares | shares | 2,525,596 | |||||||||||||||||||||||
Note Agreement [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 10.00% | |||||||||||||||||||||||
Notes Payable | 33,000 | 33,000 | ||||||||||||||||||||||
Notes Payable, Current | $ 5,000 | $ 5,000 | ||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.11 | $ 0.11 | ||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.55 | $ 0.55 | ||||||||||||||||||||||
Secured Promissory Notes [Member] | Hadron Healthcare Master Fund [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Repayments of Notes Payable | $ 500,000 | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 200,000 | $ 200,000 | ||||||||||||||||||||||
4.4 Million Notes [Member] | Exchange Agreement [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 4,400,000 | $ 4,400,000 | $ 4,600,000 | |||||||||||||||||||||
Promissory Notes [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 352,000 | 893,000 | $ 893,000 | $ 899,000 | ||||||||||||||||||||
Debt instrument converted shares | shares | 1,900,000 | 10,042,125 | ||||||||||||||||||||||
Promissory Notes [Member] | Individuals and Accredited Investors [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.32 | |||||||||||||||||||||||
Promissory Notes [Member] | Third Amendment Agreement [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 12.00% | |||||||||||||||||||||||
Debt instrument, extended maturity description | maturity dates in September 2022 | |||||||||||||||||||||||
Promissory Notes [Member] | Second Extension Agreement [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 4 years | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 5,000,000 | 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 | $ 0.25 | ||||||||||||||||||||
Interest and Debt Expense | $ 573,000 | |||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 75,000 | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 8,300,000 | |||||||||||||||||||||||
Debt principal amount, current | 1,900,000 | |||||||||||||||||||||||
Promissory Notes [Member] | First Citizens Federal Credit Union [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 5.74% | |||||||||||||||||||||||
Notes Payable | 27,000 | $ 27,000 | 30,000 | |||||||||||||||||||||
Notes Payable, Current | $ 5,000 | 5,000 | $ 5,000 | |||||||||||||||||||||
Promissory Notes [Member] | Minimum [Member] | Individuals and Accredited Investors [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 6.50% | |||||||||||||||||||||||
Promissory Notes [Member] | Maximum [Member] | Individuals and Accredited Investors [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 18.00% | |||||||||||||||||||||||
Existing Notes [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Repayments of Notes Payable | $ 500,000 | |||||||||||||||||||||||
Notes Payable, Fair Value Disclosure | 3,190,000 | |||||||||||||||||||||||
Existing Notes [Member] | Individuals and Accredited Investors [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Repayments of Notes Payable | 2,100,000 | |||||||||||||||||||||||
New Promissory Notes [Member] | Individuals and Accredited Investors [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Repayments of Notes Payable | 700,000 | |||||||||||||||||||||||
Proceeds from Notes Payable | $ 2,147,000 | |||||||||||||||||||||||
New Promissory Notes [Member] | Minimum [Member] | Individuals and Accredited Investors [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 12.00% | |||||||||||||||||||||||
New Promissory Notes [Member] | Maximum [Member] | Individuals and Accredited Investors [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 15.00% | |||||||||||||||||||||||
Existing Notes and New 2020 Notes [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Repayments of Notes Payable | $ 200,000 | |||||||||||||||||||||||
Notes Payable, Fair Value Disclosure | 2,037,000 | |||||||||||||||||||||||
10M Note [Member] | Secured Promissory Notes [Member] | MariMed Hemp Inc. [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 10,000,000 | |||||||||||||||||||||||
Repayments of Notes Payable | $ 1,500,000 | |||||||||||||||||||||||
Debt maturity date description | January 31, 2020 | |||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 3 years | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 375,000 | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 4.50 | |||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ 601,000 | |||||||||||||||||||||||
Interest and Debt Expense | $ 523,000 | |||||||||||||||||||||||
11.5M Note [Member] | Second Amendment Agreement [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 352,000 | |||||||||||||||||||||||
Debt instrument converted shares | shares | 1,900,000 | |||||||||||||||||||||||
11.5M Note [Member] | Promissory Note [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 11,500,000 | $ 11,500,000 | ||||||||||||||||||||||
Debt maturity date description | maturing in June 2020 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 15.00% | |||||||||||||||||||||||
11.5M Note [Member] | Promissory Note [Member] | Minimum [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 3,000,000 | |||||||||||||||||||||||
8.8M Note [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Debt instrument converted shares | shares | 3,365,972 | |||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 4,000,000 | |||||||||||||||||||||||
Additional principal payment | 600,000 | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 3,200,000 | $ 3,200,000 | 4,200,000 | |||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.30 | $ 0.30 | ||||||||||||||||||||||
Debt instrument converted amount | $ 1,000,000 | |||||||||||||||||||||||
Accrued interest | 10,000 | $ 10,000 | ||||||||||||||||||||||
8.8M Note [Member] | Second Amendment Agreement [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 8,800,000 | |||||||||||||||||||||||
Debt maturity date description | maturing in June 2022 | |||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 3 years | |||||||||||||||||||||||
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 | |||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ 66,000 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 15.00% | |||||||||||||||||||||||
Extension Fees | $ 330,000 | |||||||||||||||||||||||
3.2M [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Debt instrument converted shares | shares | 6,676,153 | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 875,000 | $ 875,000 | ||||||||||||||||||||||
Debt instrument converted amount | $ 2,300,000 | |||||||||||||||||||||||
3.2M [Member] | Restated Promissory Note [Member] | Third Amendment Agreement [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 3,200,000 | $ 3,200,000 | ||||||||||||||||||||||
Debt maturity date description | matures in April 2023 | |||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.35 | $ 0.35 | ||||||||||||||||||||||
Debt Conversion, Converted Instrument, Rate | 0.12% | |||||||||||||||||||||||
Percentage of prepayment debt | 0.10 | |||||||||||||||||||||||
Redemption of principal and unpaid interest | $ 125,000 | |||||||||||||||||||||||
4.4 Million Notes [Member] | Exchange Agreement [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Debt maturity date description | maturing in August 2021 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 16.50% | |||||||||||||||||||||||
1M Note [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Repayments of Notes Payable | $ 500,000 | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | |||||||||||||||||||||||
Debt principal amount, current | $ 200,000 | 200,000 | ||||||||||||||||||||||
1M Note [Member] | Secured Promissory Notes [Member] | MariMed Hemp Inc. [Member] | GenCanna [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,000,000 | |||||||||||||||||||||||
1M Note [Member] | Secured Promissory Notes [Member] | MariMed Hemp Inc. [Member] | GenCanna [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Repayments of Notes Payable | $ 180,000 | |||||||||||||||||||||||
6M Note [Member] | Extension Agreement [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Accrued interest | $ 845,000 | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Rate | 10.00% | |||||||||||||||||||||||
6M Note [Member] | Secured Promissory Notes [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 13.00% | |||||||||||||||||||||||
Notes Issued | $ 6,000,000 | |||||||||||||||||||||||
Debt Instrument, Fee Amount | $ 900,000 | |||||||||||||||||||||||
Debt instrument, extended maturity description | The $6M Note’s initial maturity date in December 2019 was extended to April 2020 | |||||||||||||||||||||||
900K Note [Member] | Extension Agreement [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Accrued interest | $ 20,100 | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Rate | 12.00% | |||||||||||||||||||||||
Payment of service fee | $ 900,000 | |||||||||||||||||||||||
Service fees payment | $ 900 | |||||||||||||||||||||||
Principal and accrued interest | $ 460,050 | |||||||||||||||||||||||
3M Note [Member] | Secured Promissory Notes [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Debt maturity date description | March 2020 | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 10.00% | |||||||||||||||||||||||
Notes Issued | $ 3,000,000 | |||||||||||||||||||||||
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 | |||||||||||||||||||||||
6.8M Note [Member] | Promissory Notes [Member] | Second Extension Agreement [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,000,000 | $ 1,000,000 | 1,000,000 | |||||||||||||||||||||
Interest and Debt Expense | 333,000 | |||||||||||||||||||||||
5.8M Note [Member] | Promissory Note [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 450,000 | |||||||||||||||||||||||
5.8M Note [Member] | Promissory Notes [Member] | Second Extension Agreement [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 5,845,000 | $ 5,845,000 | 5,845,000 | |||||||||||||||||||||
5.8M Note [Member] | Promissory Notes [Member] | Second Extension Agreement [Member] | February 2021 [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Repayments of Notes Payable | $ 400,000 |
SCHEDULE OF DEBENTURE TRANSACTI
SCHEDULE OF DEBENTURE TRANSACTION (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Short-term Debt [Line Items] | ||
Debt Conversion, Converted Instrument, Amount | $ 3,346,445 | $ 460,050 |
Convertible Debentures One [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Issuance Date | Oct. 17, 2018 | |
Debt Instrument, Maturity Date | Oct. 16, 2020 | |
Debt Instrument, Face Amount | $ 5,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | |
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 1.00% | |
Warrant discount | $ 457,966 | |
Debt Instrument, Convertible, Beneficial Conversion Feature | 1,554,389 | |
Debt Conversion, Converted Instrument, Amount | $ 5,000,000 | |
Convertible Debentures Two [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Issuance Date | Nov. 7, 2018 | |
Debt Instrument, Maturity Date | Nov. 6, 2020 | |
Debt Instrument, Face Amount | $ 5,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | |
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 1.00% | |
Warrant discount | $ 599,867 | |
Debt Instrument, Convertible, Beneficial Conversion Feature | 4,015,515 | |
Debt Conversion, Converted Instrument, Amount | $ 5,000,000 | |
Convertible Debentures Three [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Issuance Date | May 8, 2019 | |
Debt Instrument, Maturity Date | May 7, 2021 | |
Debt Instrument, Face Amount | $ 5,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | |
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 1.00% | |
Warrant discount | $ 783,701 | |
Debt Instrument, Convertible, Beneficial Conversion Feature | 2,537,235 | |
Debt Conversion, Converted Instrument, Amount | $ 5,000,000 | |
Convertible Debentures Four [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Issuance Date | Jun. 28, 2019 | |
Debt Instrument, Maturity Date | Jun. 27, 2021 | |
Debt Instrument, Face Amount | $ 2,500,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | |
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 7.00% | |
Warrant discount | $ 145,022 | |
Debt Instrument, Convertible, Beneficial Conversion Feature | 847,745 | |
Debt Conversion, Converted Instrument, Amount | $ 2,500,000 | |
Convertible Debentures Five [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Issuance Date | Aug. 20, 2019 | |
Debt Instrument, Maturity Date | Aug. 19, 2021 | |
Debt Instrument, Face Amount | $ 2,500,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | |
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 7.00% | |
Warrant discount | $ 219,333 | |
Debt Instrument, Convertible, Beneficial Conversion Feature | 850,489 | |
Debt Conversion, Converted Instrument, Amount | $ 2,500,000 | |
Convertible Debentures Six [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Issuance Date | Feb. 21, 2020 | |
Debt Instrument, Maturity Date | Feb. 20, 2021 | |
Debt Instrument, Face Amount | $ 1,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 6.50% | |
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 6.50% | |
Warrant discount | $ 28,021 | |
Debt Instrument, Convertible, Beneficial Conversion Feature | 379,183 | |
Debt Conversion, Converted Instrument, Amount | $ 1,000,000 |
DEBENTURES PAYABLE (Details Nar
DEBENTURES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Feb. 29, 2020 | |
Interest Expense | $ 299,969 | $ 1,921,312 | $ 2,076,587 | $ 7,581,648 | ||
21M Debentures Holder [Member] | ||||||
Unamortized balances of the beneficial conversion feature | $ 177,000 | |||||
Unamortized balance of warrants discount | 39,000 | |||||
Unamortized balance of original issue discount | 52,000 | |||||
Debt Instrument, Fair Value Disclosure | 1,032,000 | |||||
Convertible Debentures [Member] | ||||||
Debt instrument, face amount | 1,300,000 | 1,300,000 | 9,700,000 | |||
Accrued interest | $ 56,000 | $ 56,000 | $ 365,000 | |||
Number of shares converted | 4,610,645 | 77,766,559 | ||||
Debt instrument, convertible, conversion price | $ 0.29 | $ 0.29 | ||||
Amortization | $ 177,000 | $ 3,200,000 | ||||
Amortization of the warrants discount | 39,000 | 805,000 | ||||
Amortization of original issue discount | 52,000 | 321,000 | ||||
Interest Expense | $ 1,000 | $ 224,000 | ||||
Convertible Debentures [Member] | Minimum [Member] | ||||||
Debt instrument, convertible, conversion price | $ 0.11 | |||||
Convertible Debentures [Member] | Maximum [Member] | ||||||
Debt instrument, convertible, conversion price | $ 0.34 | |||||
Convertible Debentures [Member] | 21M Debentures Holder [Member] | ||||||
Debt instrument, face amount | $ 21,000,000 | |||||
Equity Method Investment, Ownership Percentage | 80.00% | 80.00% | ||||
Debt instrument, convertible, conversion price | $ 0.75 | $ 0.75 | ||||
Warrant term | three | |||||
Class of warrant or right, number of securities called by warrants or rights | 180,000 | 180,000 | ||||
Fair value adjustment of warrants | $ 2,200,000 | |||||
Unamortized balances of the beneficial conversion feature | $ 10,200,000 | |||||
Convertible Debentures [Member] | 21M Debentures Holder [Member] | Warrants [Member] | ||||||
Class of warrant or right, number of securities called by warrants or rights | 1,354,675 | 1,354,675 | ||||
Convertible Debentures [Member] | 21M Debentures Holder [Member] | Minimum [Member] | ||||||
Equity Method Investment, Ownership Percentage | 4.99% | 4.99% | ||||
Convertible Debentures [Member] | 21M Debentures Holder [Member] | Minimum [Member] | Warrants [Member] | ||||||
Debt instrument, convertible, conversion price | $ 0.75 | $ 0.75 | ||||
Convertible Debentures [Member] | 21M Debentures Holder [Member] | Maximum [Member] | Warrants [Member] | ||||||
Debt instrument, convertible, conversion price | $ 5.50 | $ 5.50 | ||||
Convertible Debentures [Member] | Holder [Member] | ||||||
Debt instrument, face amount | $ 21,000,000 | $ 21,000,000 | ||||
Accrued interest | $ 836,000 | $ 836,000 | ||||
Number of shares converted | 92,704,035 | |||||
Convertible Debentures [Member] | Holder [Member] | Minimum [Member] | ||||||
Debt instrument, convertible, conversion price | $ 0.11 | $ 0.11 | ||||
Convertible Debentures [Member] | Holder [Member] | Maximum [Member] | ||||||
Debt instrument, convertible, conversion price | $ 3.06 | $ 3.06 |
MEZZANINE EQUITY (Details Narra
MEZZANINE EQUITY (Details Narrative) - USD ($) | Oct. 31, 2020 | Feb. 29, 2020 | Mar. 31, 2021 | Feb. 29, 2020 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Stock Issued During Period, Shares, New Issues | 109,308 | |||||||
Payments of Stock Issuance Costs | $ 100,000 | $ 386,983 | ||||||
Proceeds from Issuance or Sale of Equity | $ 23,000,000 | |||||||
Payments for Construction in Process | $ 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. Such funds shall be provided by Hadron on the same aforementioned terms as the initial proceeds. | |||||||
Warrants Two [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 15,540,540 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.087 | |||||||
Fair Value Adjustment of Warrants | $ 9,500,000 | $ 9,500,000 | ||||||
Maximum [Member] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.55 | |||||||
Minimum [Member] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.11 | |||||||
Hadron Healthcare Master Fund [Member] | Warrants [Member] | ||||||||
Stock Issued During Period, Shares, New Issues | 6,216,216 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.087 | $ 1.087 | ||||||
Payments of Stock Issuance Costs | $ 387,000 | |||||||
Hadron Healthcare Master Fund [Member] | Maximum [Member] | Warrants [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 15,540,540 | 15,540,540 | ||||||
3M Note [Member] | ||||||||
Repayments of Debt and Lease Obligation | $ 15,200,000 | |||||||
Series B Convertible Preferred Stock [Member] | Volume Weighted Average Price of Common Stock [Member] | ||||||||
Series B preferred stock conversion price, description | If the sixty-day VWAP is greater than $0.50 per share, the Company shall have the option | 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] | ||||||||
Shares Issued, Price Per Share | $ 3 | $ 3 | ||||||
Preferred Stock, Convertible, Conversion Price | 3 | $ 3 | ||||||
Series C Convertible Preferred Stock [Member] | Minimum [Member] | ||||||||
Outstanding percentage. | 50.00% | |||||||
Exchange Agreement [Member] | Two Institutional Shareholders [Member] | Series B Convertible Preferred Stock [Member] | ||||||||
Stock Issued During Period Shares Exchanged | 4,908,333 | |||||||
Shares Issued, Price Per Share | $ 3 | $ 3 | ||||||
Securities Purchase Agreement [Member] | Hadron Healthcare Master Fund [Member] | ||||||||
Shares Issued, Price Per Share | $ 3.70 | $ 3.70 | ||||||
Stock Issued During Period, Value, New Issues | $ 23,000,000 | |||||||
Warrants and Rights Outstanding, Term | 4 years | 4 years | ||||||
Securities Purchase Agreement [Member] | Hadron Healthcare Master Fund [Member] | Maximum [Member] | ||||||||
Number of shares exchanged value. | $ 46,000,000 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jun. 30, 2020 | Feb. 29, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jul. 31, 2021 | Dec. 30, 2020 | Jul. 31, 2020 | |
Class of Stock [Line Items] | ||||||||
Common Stock, Shares Authorized | 700,000,000 | 500,000,000 | ||||||
Additional paid in capital | $ 127,231,090 | $ 112,974,329 | ||||||
Stock issued | 300,000 | |||||||
Stock value | $ 283,200 | |||||||
Stock Issued During Period, Shares, New Issues | 109,308 | |||||||
Licensing fees | $ 92,000 | |||||||
Common stock share subscribed but not issued | $ 189,184 | $ 5,365 | $ 79,815 | $ 0 | ||||
Promissory Notes [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion of promissory notes, shares | 1,900,000 | 10,042,125 | ||||||
Debt Conversion, Original Debt, Amount | $ 3,346,000 | |||||||
Debt principal amount | $ 352,000 | $ 893,000 | $ 899,000 | |||||
Promissory Note [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Debt Instrument, Periodic Payment | $ 460,050 | |||||||
21M Debentures Holder [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion of promissory notes, shares | 4,610,645 | 77,766,559 | ||||||
Debt principal amount | $ 1,400,000 | $ 10,100,000 | ||||||
Restricted Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares granted | 245,217 | |||||||
Number of stock options granted, value | $ 226,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 30.00% | |||||||
Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares granted | 9,081 | 97,797 | ||||||
Number of stock options granted, value | $ 7,000 | $ 11,000 | ||||||
Common Stock Subscribed But Not Issued [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares granted | 2,204 | 33,319 | ||||||
Fair value of granted | $ 2,000 | $ 5,000 | ||||||
Common Stock Subscribed But Not Issued [Member] | Restricted Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares granted | 100,000 | 93,000 | ||||||
Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
[custom:CommonStockIssuedToSettleObligationsShares] | $ 71,691 | $ 4,400,000 | ||||||
Common stock issued to settle obligations | $ 51,000 | $ 699,000 | ||||||
Stock Issued During Period, Shares, New Issues | 11,413 | 3,236,857 | ||||||
Conversion of promissory notes, shares | 10,042,125 | 2,525,596 | ||||||
Number of shares options exercised | 178,885 | |||||||
Loss On Obligations Settled With Equity [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Non-cash losses on debt settlement | $ 2,500 | $ 45,000 | ||||||
Previously issued subscriptions on common stock | ||||||||
Class of Stock [Line Items] | ||||||||
Stock Issued During Period, Value, New Issues | 5,000 | (1,168,000) | ||||||
Stock Issued During Period, Value, New Issues | $ (5,000) | $ 1,168,000 | ||||||
Options [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares options exercised | 178,885 | 0 | ||||||
Warrant [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 980,062 | 0 | ||||||
Common Stock Issuance Obligations [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares granted | 102,204 | 33,319 | ||||||
Number of stock options granted, value | $ 95,000 | $ 5,000 | ||||||
Common Stock Issuance Obligations [Member] | Restricted Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares granted | 100,000 | |||||||
Number of stock options granted, value | $ 94,000 | |||||||
Exchange Agreement [Member] | Two Institutional Shareholders [Member] | Series B Convertible Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of common stock exchanged during period | 4,908,333 | |||||||
Treasury stock, preferred, value | $ 14,725,000 | |||||||
Shares issued, price per share | $ 3 | |||||||
Treasury stock, common, value | $ 5,000 | |||||||
Additional paid in capital | $ 14,720,000 | |||||||
Extension Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion of promissory notes, shares | 2,525,596 | |||||||
Amended And Restated 2018 Stock Award And Incentive Plan [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common Stock, Shares Authorized | 70,000,000 | 40,000,000 |
SCHEDULE OF STOCK OPTIONS OUTST
SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding shares under option | 26,054,171 |
Exercisable shares under option | 15,849,425 |
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 | 80,000 |
Remaining Life in Years | 3 years 9 months 10 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 | 4 years 3 months |
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 1 month 13 days |
Range Four [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 | 1,250,000 |
Remaining Life in Years | 4 years 1 month 9 days |
Range Five [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 | 20,000 |
Remaining Life in Years | 3 years 8 months 1 day |
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 | 50,000 |
Exercisable shares under option | 12,500 |
Remaining Life in Years | 4 years 25 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 | 800,000 |
Exercisable shares under option | 600,000 |
Remaining Life in Years | 4 years 1 month 13 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 | 80,000 |
Exercisable shares under option | 60,000 |
Remaining Life in Years | 4 years 1 month 24 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 | 50,000 |
Exercisable shares under option | 50,000 |
Remaining Life in Years | 3 years 5 months 1 day |
Range Ten [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 | 403,000 |
Exercisable shares under option | 403,000 |
Remaining Life in Years | 3 years 6 months |
Range Eleven [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 | 900,000 |
Remaining Life in Years | 3 years 2 months 26 days |
Range Twelve [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.505 |
Outstanding shares under option | 100,000 |
Exercisable shares under option | 50,000 |
Remaining Life in Years | 4 years 3 months 3 days |
Range Thirteen [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.505 |
Outstanding shares under option | 800,000 |
Exercisable shares under option | 200,000 |
Remaining Life in Years | 4 years 3 months 10 days |
Range Fourteen [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 2 months 8 days |
Range Fifteen [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 | 3 months |
Range Sixteen [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.740 |
Outstanding shares under option | 590,000 |
Exercisable shares under option | 356,250 |
Remaining Life in Years | 4 years 6 months 29 days |
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 | 1 year 3 months |
Range Eighteen [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.830 |
Outstanding shares under option | 287,000 |
Exercisable shares under option | 143,500 |
Remaining Life in Years | 4 years 5 months 23 days |
Range Nineteen [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.830 |
Outstanding shares under option | 600,000 |
Exercisable shares under option | |
Remaining Life in Years | 4 years 7 months 28 days |
Range Twenty [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.840 |
Outstanding shares under option | 878,921 |
Exercisable shares under option | 600,000 |
Remaining Life in Years | 4 years 9 months 14 days |
Range Twenty One [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.840 |
Exercisable shares under option | 19,800 |
Remaining Life in Years | 4 years 10 months 2 days |
Range Twenty Two [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.850 |
Outstanding shares under option | 99,000 |
Exercisable shares under option | 33,125 |
Remaining Life in Years | 4 years 8 months 15 days |
Range Twenty Three [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.880 |
Outstanding shares under option | 90,000 |
Exercisable shares under option | 5,925,000 |
Remaining Life in Years | 4 years 9 months 10 days |
Range Twenty Four [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.880 |
Outstanding shares under option | 11,550,000 |
Exercisable shares under option | |
Remaining Life in Years | 4 years 10 months 13 days |
Range Twenty Five [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.890 |
Outstanding shares under option | 15,000 |
Exercisable shares under option | 2,500 |
Remaining Life in Years | 4 years 3 months 21 days |
Range Twenty Six [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.892 |
Outstanding shares under option | 10,000 |
Exercisable shares under option | 20,000 |
Remaining Life in Years | 4 years 3 months 21 days |
Range Twenty Seven [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.895 |
Outstanding shares under option | 40,000 |
Exercisable shares under option | 12,500 |
Remaining Life in Years | 4 years 3 months 25 days |
Range Twenty Eight [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 | 25,000 |
Exercisable shares under option | 50,000 |
Remaining Life in Years | 1 year 7 months 9 days |
Range Twenty Nine [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 21 days |
Range Thirty [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.920 |
Outstanding shares under option | 50,000 |
Exercisable shares under option | |
Remaining Life in Years | 4 years 9 months 3 days |
Range Thirty One [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.928 |
Outstanding shares under option | 300,000 |
Exercisable shares under option | 100,000 |
Remaining Life in Years | 4 years 10 months 9 days |
Range Thirty Two [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 | 500,000 |
Exercisable shares under option | 50,000 |
Remaining Life in Years | 1 year 3 months |
Range Thirty Three [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.970 |
Outstanding shares under option | 50,000 |
Exercisable shares under option | 50,000 |
Remaining Life in Years | 4 years 8 months 15 days |
Range Thirty Four [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.983 |
Outstanding shares under option | 100,000 |
Exercisable shares under option | |
Remaining Life in Years | 4 years 8 months 26 days |
Range Thirty Five [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.990 |
Outstanding shares under option | 145,000 |
Exercisable shares under option | |
Remaining Life in Years | 4 years 11 months 19 days |
Range Thirty Six [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 | 500,000 |
Exercisable shares under option | 300,000 |
Remaining Life in Years | 2 years 11 months 26 days |
Range Thirty Seven [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 1 |
Outstanding shares under option | 300,000 |
Exercisable shares under option | 15,000 |
Remaining Life in Years | 2 years 8 months 15 days |
Range Thirty Eighteen [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding shares under option | 15,000 |
Range Thirty Eight [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 1 |
Exercisable shares under option | 125,000 |
Remaining Life in Years | 3 years 1 month 2 days |
Range Thirty Nine [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 | 125,000 |
Exercisable shares under option | 100,000 |
Remaining Life in Years | 1 year 9 months 29 days |
Range Fourty [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 | 100,000 |
Exercisable shares under option | 375,000 |
Remaining Life in Years | 1 year 9 months |
Range Fourty One [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 | 375,000 |
Exercisable shares under option | 100,000 |
Remaining Life in Years | 1 year 11 months 12 days |
Range Fourty Two [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 | 100,000 |
Exercisable shares under option | 2,000,000 |
Remaining Life in Years | 1 year 2 months 23 days |
Range Fourty Three [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 | 2,000,000 |
Exercisable shares under option | 100,000 |
Remaining Life in Years | 1 year 10 months 28 days |
Range Fourty Four [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 | 100,000 |
Exercisable shares under option | 200,000 |
Remaining Life in Years | 1 year 11 months 23 days |
Range Fourty Five [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 | 200,000 |
Exercisable shares under option | 56,250 |
Remaining Life in Years | 1 year 2 months 12 days |
Range Fourty Six [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 | 100,000 |
Remaining Life in Years | 2 years 2 months 12 days |
Range Fourty Seven [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 3 |
Outstanding shares under option | 100,000 |
Exercisable shares under option | 25,000 |
Remaining Life in Years | 2 years 2 months 15 days |
Range Fourty Eight [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 | 25,000 |
Exercisable shares under option | 100,000 |
Remaining Life in Years | 2 years 2 months 8 days |
Range Fourty Nine [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding shares under option | 100,000 |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Oct. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options exercised cashless shares. | 125,000 | ||||
Exercise paid surrender shares of common stock. | 72,115 | ||||
Share based compensation arrangement by share based payment ward non option equity instruments exercised | 257,438 | ||||
Debenture Payable [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 180,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.75 | ||||
Warrants and Rights Outstanding, Term | 3 years | ||||
Fair Value Adjustment of Warrants | $ 639,000 | ||||
Proceeds from Issuance of Warrants | $ 1,000,000,000 | ||||
Eight Point Eight Million [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [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 | $ 0.50 | ||||
Warrants and Rights Outstanding, Term | 3 years | ||||
Promissory Notes [Member] | Second Extension Agreement [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 5,000,000 | 5,000,000 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.25 | $ 0.25 | |||
Warrants and Rights Outstanding, Term | 4 years | ||||
Warrants One [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,100,000 | ||||
Fair Value Adjustment of Warrants | $ 1,487,000 | ||||
Warrants Two [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 15,540,540 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.087 | ||||
Fair Value Adjustment of Warrants | $ 9,500,000 | $ 9,500,000 | |||
Proceeds from Issuance of Warrants | $ 2,300,000 | ||||
Warrant Exercised [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,237,500 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | 0 | 437,500 | |||
Warrant Forfeited [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 5,517,474 | ||||
Common Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 178,885 | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 27,802,734 | 17,735,107 | |||
Share-based Payment Arrangement, Option [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 | $ 0.15 | ||||
Fair value of options granted | $ 10,142,000 | $ 117,000 | |||
Amortized fair value of options granted | 5,993,000 | 100,000 | |||
Share-based Payment Arrangement, Expense | $ 638,000 | $ 746,000 | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price1 | $ 0.30 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 152,000 | 210,000 | |||
Amortization | $ 0 | $ 208,000 | |||
Employee Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 251,000 | ||||
Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.11 | ||||
Minimum [Member] | Warrants One [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.50 | ||||
Warrants and Rights Outstanding, Term | 3 years | ||||
Minimum [Member] | Common Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.11 | ||||
Minimum [Member] | 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 | 3 years | ||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.30 | ||||
Minimum [Member] | Employee Stock Option [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 | 0.21 | ||||
Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 0.55 | ||||
Maximum [Member] | Warrants One [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.83 | ||||
Warrants and Rights Outstanding, Term | 5 years | ||||
Maximum [Member] | Warrant Exercised [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.90 | ||||
Maximum [Member] | Warrant Forfeited [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 4.30 | ||||
Maximum [Member] | Common Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.50 | ||||
Maximum [Member] | 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 | 5 years | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 16,651,421 | 1,064,500 | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 1 | ||||
Maximum [Member] | Employee Stock Option [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 | $ 0.45 |
SCHEDULE OF REVENUES COMPRISED
SCHEDULE OF REVENUES COMPRISED OF MAJOR CATEGORIES (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 90,420,280 | $ 30,537,829 |
Product Sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 59,230,023 | 16,895,170 |
Product Sales Wholesale [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 20,536,161 | 5,097,128 |
Real Estate [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 5,397,384 | 5,065,538 |
Management Service [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 2,562,002 | 1,081,562 |
Supply Procurement [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 1,446,085 | 1,218,334 |
License and Service [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 1,248,625 | $ 1,180,097 |
REVENUES (Details Narrative)
REVENUES (Details Narrative) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Two Clients [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration Risk, Percentage | 11.00% | 24.00% |
BAD DEBTS (Details Narrative)
BAD DEBTS (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Provision for doubtful account | $ 1,855,000 | |
A R Allowance [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Accounts Receivable, Allowance for Credit Loss | 1,400,000 | $ 1,000,000 |
Increase in reserve working capital | $ 455,000 | $ 342,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Oct. 30, 2021 | Jul. 02, 2021 | Oct. 31, 2021 | Jul. 31, 2021 | Dec. 31, 2020 | Apr. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Operating Lease, Expense | $ 117,000 | |||||||||
Payments to Acquire Property, Plant, and Equipment | $ 14,649,446 | $ 4,116,053 | ||||||||
Due to Other Related Parties | $ 1,200,000 | |||||||||
Common Stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 178,885 | |||||||||
Options [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 178,885 | 0 | ||||||||
Subsequent Event [Member] | ||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.14 | |||||||||
Employment Agreement [Member] | ||||||||||
Percentage of annual bonuses | 7500.00% | |||||||||
Employment Agreement [Member] | Non-Qualified Stock Options [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | 1 year | ||||||||
Expiration date | 2026-09 | 2026-07 | ||||||||
Royalty Agreement [Member] | Bettys Eddies Products [Member] | ||||||||||
Royalty percentage description | i) 3.0% and 10.0% of wholesale sales of existing products within the product line if sold directly by the Company, or licensed by the Company for sale by third-parties, respectively, and (ii) 0.5% and 1.0% of wholesale sales of future developed products within the product line if sold directly by the Company, or licensed by the Company for sale by third-parties, respectively | |||||||||
Due to Affiliate | $ 210,000 | $ 275,000 | ||||||||
Chief Executive Officer [Member] | Subsequent Event [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | 5,000,000 | |||||||||
Chief Executive Officer [Member] | Employment Agreement [Member] | ||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 350,000 | |||||||||
Chief Executive Officer [Member] | Employment Agreement [Member] | Non-Qualified Stock Options [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 5,000,000 | |||||||||
Chief Executive Officer [Member] | Employment Agreement [Member] | Non-Qualified Stock Options [Member] | Subsequent Event [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 5,000,000 | |||||||||
Chief Financial Officer [Member] | Subsequent Event [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | 5,000,000 | |||||||||
Chief Financial Officer [Member] | Employment Agreement [Member] | ||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 325,000 | |||||||||
Chief Financial Officer [Member] | Employment Agreement [Member] | Non-Qualified Stock Options [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 5,000,000 | |||||||||
Chief Financial Officer [Member] | Employment Agreement [Member] | Non-Qualified Stock Options [Member] | Subsequent Event [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 5,000,000 | |||||||||
Chief Operating Officer [Member] | ||||||||||
Payments to Acquire Property, Plant, and Equipment | $ 3,800,000 | $ 1,800,000 | ||||||||
Chief Operating Officer [Member] | Subsequent Event [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | 1,250,000 | |||||||||
Chief Operating Officer [Member] | Employment Agreement [Member] | ||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 300,000 | |||||||||
Chief Operating Officer [Member] | Employment Agreement [Member] | Non-Qualified Stock Options [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 1,250,000 | |||||||||
Chief Operating Officer [Member] | Employment Agreement [Member] | Non-Qualified Stock Options [Member] | Subsequent Event [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 1,250,000 | |||||||||
Independent Board Members [Member] | ||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.90 | $ 0.88 | ||||||||
Three Independent Board Members [Member] | ||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.88 | |||||||||
Options grant period | 5 years | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | 100,000 | |||||||||
COO [Member] | ||||||||||
Shares Issued, Price Per Share | $ 0.30 | |||||||||
Fair value of options | $ 6,000 | |||||||||
COO [Member] | Common Stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 50,000 | |||||||||
CEO, CFO and Independent Board Member [Member] | Common Stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 550,000 | |||||||||
CEO, CFO and Independent Board Member [Member] | Options [Member] | Minimum [Member] | ||||||||||
Shares Issued, Price Per Share | $ 0.13 | |||||||||
CEO, CFO and Independent Board Member [Member] | Options [Member] | Maximum [Member] | ||||||||||
Shares Issued, Price Per Share | $ 0.14 | |||||||||
CEO and CFO [Member] | ||||||||||
Payments to Acquire Additional Interest in Subsidiaries | 34,000 | 40,000 | ||||||||
Purchased fixed assets and consulting services | 723,000 | 455,000 | ||||||||
CEO and CFO [Member] | Owned Companies [Member] | ||||||||||
Due to Other Related Parties | $ 653,000 | |||||||||
Current Employee [Member] | ||||||||||
Payments to Acquire Additional Interest in Subsidiaries | 4,000 | |||||||||
Employee [Member] | ||||||||||
Payments to Acquire Property, Plant, and Equipment | $ 438,000 | $ 176,000 | ||||||||
CEO [Member] | ||||||||||
Due to Other Related Parties | 460,000 | |||||||||
Stockholders [Member] | ||||||||||
Due to Other Related Parties | $ 45,000 |
SCHEDULE OF COMPONENTS OF LEASE
SCHEDULE OF COMPONENTS OF LEASE EXPENSE (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating lease cost | $ 820,607 |
Amortization of right-of-use assets | 24,512 |
Interest on lease liabilities | 4,051 |
Total finance lease cost | $ 28,563 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER ALL NON-CANCELABLE OPERATING LEASES (Details) | Sep. 30, 2021USD ($) |
Lessee, Lease, Description [Line Items] | |
Operating Leases, 2021 | $ 1,207,136 |
Operating Leases, 2022 | 4,740,130 |
Operating Leases, 2023 | 4,446,410 |
Operating Leases, 2024 | 4,506,585 |
Operating Leases, 2025 | 4,574,023 |
Operating Leases, Thereafter | 39,591,553 |
Operating Lease, Total lease payments | 59,065,837 |
Operating Leases [Member] | |
Lessee, Lease, Description [Line Items] | |
Operating Leases, 2021 | 282,673 |
Operating Leases, 2022 | 1,071,079 |
Operating Leases, 2023 | 1,035,017 |
Operating Leases, 2024 | 963,589 |
Operating Leases, 2025 | 936,947 |
Operating Leases, Thereafter | 3,468,041 |
Operating Lease, Total lease payments | 7,757,344 |
Less: Operating Leases, Imputed Interest | (1,942,403) |
Operating Leases | 5,814,941 |
Financing Leases [Member] | |
Lessee, Lease, Description [Line Items] | |
Finance Lease, 2021 | 9,603 |
Finance Lease, 2022 | 27,123 |
Finance Lease, 2023 | 23,201 |
Finance Lease, 2024 | 3,229 |
Finance Lease, 2025 | |
Finance Lease, Thereafter | |
Finance Lease, Total lease payments | 63,156 |
Less: Finance Lease, imputed interest | (5,012) |
Finance Lease | $ 58,144 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) | Aug. 31, 2021USD ($)$ / shares | May 31, 2020USD ($) | Nov. 30, 2019USD ($) | Sep. 30, 2021USD ($)ft²$ / shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jan. 31, 2017ft² | Sep. 30, 2016ft² |
Product Liability Contingency [Line Items] | ||||||||
Number of operating leases, description | six | |||||||
Number of finance leases, description | four finance leases | |||||||
Area of land | ft² | 300,000 | |||||||
Agreement term description | An employment agreement which commenced in 2012 with Thomas Kidrin, the former CEO of the Company, was terminated by the Company in 2017. | |||||||
Accrued Liabilities, Current | $ 11,094,752 | $ 3,621,269 | ||||||
Loss contingency, damages sought, value | 5,400,000 | |||||||
OGGUSA Debtors [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Bankruptcy claim filed | $ 33,600,000 | |||||||
Bankruptcy claim by court | $ 31,000,000 | |||||||
GenCanna Global Inc. [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Equity onwership percentage | 33.50% | |||||||
Related party receivable | $ 29,000,000 | |||||||
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 | $ 1,043,000 | ||||||
Warrants to purchase | $ 1,000,000 | |||||||
Warrants exercise price | $ / shares | $ 0.50 | |||||||
Fair value warrants | $ 776,000 | |||||||
Minimum [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Warrants exercise price | $ / shares | $ 0.11 | |||||||
Maximum [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Warrants exercise price | $ / shares | $ 0.55 | |||||||
Finance Lease Commitments [Member] | Machinery and Office Equipment [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Lease expiration, description | expire in February 2022 through June 2024 | |||||||
Lease Commitments [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Operating Lease, Weighted Average Remaining Lease Term | 7 years 7 months 6 days | |||||||
Finance Lease, Weighted Average Remaining Lease Term | 2 years 2 months 12 days | |||||||
Lease Commitments [Member] | Minimum [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Weighted average discount rate for lease liabilities | 7.50% | |||||||
Lease Commitments [Member] | Maximum [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Weighted average discount rate for lease liabilities | 12.00% | |||||||
DELAWARE | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Area of land | ft² | 100,000 | 45,000 | ||||||
Lease expiration, description | expires in 2035 | |||||||
DELAWARE | Cannabis Production Facility [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Lease expiration, description | expires in January 2026 | |||||||
DELAWARE | Three Additional Five-Year Periods [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Lease expiration, description | The lease term is 10 years, with an option to extend the term for three additional five-year periods. | |||||||
Lease term | 10 years | |||||||
DELAWARE | Retails Space [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Area of land | ft² | 4,000 | |||||||
DELAWARE | Operating Lease Commitments [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Lease term, description | five-year lease that expires in December 2021 with a five-year option to extend. | |||||||
DELAWARE | Cannabis Production Facility [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Area of land | ft² | 12,000 | |||||||
NEVADA | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Area of land | ft² | 10,000 | |||||||
Lease expiration, description | expiring in 2024 | |||||||
MOROCCO | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Area of land | ft² | 10,000 | |||||||
Lease expiration, description | expiring in 2028 | |||||||
Lease term | 10 years | |||||||
Lease extension option | option to extend the term for an additional five-year period. | |||||||
MARYLAND | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Area of land | ft² | 180,000 | |||||||
MARYLAND | Operating Lease Commitments [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Area of land | ft² | 2,700 | |||||||
Lease expiration, description | expires in July 2022 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |
Oct. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Event [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 109,308 | ||
Common Stock, Shares Subscribed but Unissued | 202,204 | 11,413 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.14 | ||
Option to purchase common stock exercised | 40,000 | ||
Share Based Compensation Arrangement By ShareBased Payment Award Shares Purchased For Award Forfeited | 110,000 | ||
Warrants to Purchase Of Common Stock And Forfeited | 1,201,163 | ||
Common Stock, Shares Subscribed but Unissued | 202,204 | ||
Subsequent Event [Member] | September 2026 [Member] | |||
Subsequent Event [Line Items] | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.90 | ||
Subsequent Event [Member] | Note Holder [Member] | 3.2M [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, face amount | $ 475,000 | ||
Stock Issued During Period, Shares, New Issues | 1,357,143 | ||
Subsequent Event [Member] | Chief Executive Officer [Member] | |||
Subsequent Event [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | 5,000,000 | ||
Subsequent Event [Member] | Chief Financial Officer [Member] | |||
Subsequent Event [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | 5,000,000 | ||
Subsequent Event [Member] | Chief Operating Officer [Member] | |||
Subsequent Event [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | 1,250,000 | ||
Legal Settlement Agreement [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Legal Settlement Agreement payment | $ 150,000 |