Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 10, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
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 | 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 | 335,793,167 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 33,467 | $ 29,683 |
Accounts receivable, net | 3,462 | 1,666 |
Deferred rents receivable | 1,586 | 1,678 |
Notes receivable, current portion | 129 | 127 |
Inventory | 12,238 | 9,768 |
Investments | 1,253 | 251 |
Other current assets | 2,179 | 1,440 |
Total current assets | 54,314 | 44,613 |
Property and equipment, net | 65,482 | 62,150 |
Intangibles, net | 2,395 | 2,230 |
Investments | 100 | |
Notes receivable, less current portion | 9,104 | 8,987 |
Right-of-use assets under operating leases | 4,913 | 5,081 |
Right-of-use assets under finance leases | 576 | 46 |
Other assets | 98 | 98 |
Total assets | 136,982 | 123,205 |
Current liabilities: | ||
Accounts payable | 8,311 | 5,099 |
Accrued expenses | 1,728 | 1,349 |
Income taxes payable | 20,059 | 16,467 |
Sales and excise taxes payable | 1,355 | 1,798 |
Notes payable, current portion | 10 | 10 |
Mortgages payable, current portion | 1,416 | 1,400 |
Operating lease liabilities, current portion | 1,128 | 1,071 |
Finance lease liabilities, current portion | 178 | 27 |
Other current liabilities | 2 | |
Total current liabilities | 34,185 | 27,223 |
Notes payable, less current portion | 46 | 448 |
Mortgages payable, less current portion | 16,624 | 16,814 |
Operating lease liabilities, less current portion | 4,343 | 4,574 |
Finance lease liabilities, less current portion | 372 | 22 |
Other liabilities | 100 | 100 |
Total liabilities | 55,670 | 49,181 |
Mezzanine equity: | ||
Total mezzanine equity | 37,725 | 37,725 |
Stockholders’ equity: | ||
Undesignated preferred stock, $0.001 par value; 38,875,451 shares authorized at March 31, 2022 and December 31, 2021; zero shares issued and outstanding at March 31, 2022 and December 31, 2021 | ||
Common stock, $0.001 par value; 700,000,000 shares authorized at March 31, 2022 and December 31, 2021; 335,558,206 and 334,030,348 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 336 | 334 |
Common stock subscribed but not issued; 2,717 and zero shares at March 31, 2022 and December 31, 2021, respectively | 2 | |
Additional paid-in capital | 138,064 | 134,920 |
Accumulated deficit | (93,204) | (97,392) |
Noncontrolling interests | (1,611) | (1,563) |
Total stockholders’ equity | 43,587 | 36,299 |
Total liabilities, mezzanine equity, and stockholders’ equity | 136,982 | 123,205 |
Series B Convertible Preferred Stock [Member] | ||
Mezzanine equity: | ||
Total mezzanine equity | 14,725 | 14,725 |
Series C Convertible Preferred Stock [Member] | ||
Mezzanine equity: | ||
Total mezzanine equity | $ 23,000 | $ 23,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 38,875,451 | 38,875,451 |
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 | 700,000,000 |
Common stock, shares issued | 335,558,206 | 334,030,348 |
Common stock, shares outstanding | 335,558,206 | 334,030,348 |
Common stock subscribed but unissued | 2,717 | 0 |
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 | 12,432,432 | 12,432,432 |
Mezzanine equity, shares issued | 6,216,216 | 6,216,216 |
Mezzanine equity, shares outstanding | 6,216,216 | 6,216,216 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 31,282 | $ 24,643 |
Cost of revenues | 14,306 | 11,457 |
Gross profit | 16,976 | 13,186 |
Operating expenses: | ||
Personnel | 3,042 | 1,727 |
Marketing and promotion | 643 | 225 |
General and administrative | 6,228 | 3,171 |
Bad debts | 14 | 1,025 |
Total operating expenses | 9,927 | 6,148 |
Operating income | 7,049 | 7,038 |
Non-operating income (expenses): | ||
Interest expense | (313) | (1,512) |
Interest income | 163 | 34 |
Loss on obligations settled with equity | (1) | |
Gain (loss) on change in fair value of investment | 48 | (45) |
Other investment income | 954 | |
Total non-operating income (expenses), net | 852 | (1,524) |
Income before income taxes | 7,901 | 5,514 |
Provision for income taxes | 3,660 | 1,204 |
Net income | 4,241 | 4,310 |
Net income attributable to noncontrolling interests | 53 | 90 |
Net income attributable to MariMed Inc. | $ 4,188 | $ 4,220 |
Net income per share | ||
Basic | $ 0.01 | $ 0.01 |
Diluted | $ 0.01 | $ 0.01 |
Weighted average common shares outstanding | ||
Basic | 334,762,825 | 305,212,269 |
Diluted | 378,890,365 | 340,825,940 |
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 |
Beginning balance, value at Dec. 31, 2020 | $ 314,000 | $ 5,000 | $ 112,974,000 | $ (104,615,000) | $ (577,000) | $ 8,101,000 |
Beginning Balance, shares at Dec. 31, 2020 | 314,418,812 | 11,413 | ||||
Issuance of subscribed shares | $ (5,000) | 5,000 | ||||
Issuance of subscribed shares, shares | 11,413 | (11,413) | ||||
Stock grants | $ 5,000 | 5,000 | ||||
Stock grants, shares | 6,877 | |||||
Exercise of warrants | 8,000 | 8,000 | ||||
Exercise of Warrants Shares | 50,000 | |||||
Amortization of option grants | 295,000 | 295,000 | ||||
Issuance of stand-alone warrants | 56,000 | 56,000 | ||||
Conversion of debentures payable | $ 5,000 | 1,351,000 | 1,356,000 | |||
Conversion of debentures payable, shares | 4,610,645 | |||||
Conversion of promissory notes | $ 3,000 | 1,007,000 | 1,010,000 | |||
Conversion of promissory notes, shares | 3,365,972 | |||||
Common stock issued to settle obligations | 31,000 | 31,000 | ||||
Common stock issued to settle obligations, shares | 42,857 | |||||
Equity issuance costs | (387,000) | (387,000) | ||||
Distributions | (83,000) | (83,000) | ||||
Net income | 4,220,000 | 90,000 | 4,310,000 | |||
Ending balance, value at Mar. 31, 2021 | $ 322,000 | $ 5,000 | 115,340,000 | (100,395,000) | (570,000) | 14,702,000 |
Ending Balance, shares at Mar. 31, 2021 | 322,499,699 | 6,877 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 334,000 | 134,920,000 | (97,392,000) | (1,563,000) | 36,299,000 | |
Beginning Balance, shares at Dec. 31, 2021 | 334,030,348 | |||||
Stock grants | $ 2,000 | 2,000 | ||||
Stock grants, shares | 2,717 | |||||
Amortization of option grants | 2,469,000 | 2,469,000 | ||||
Conversion of promissory notes | $ 1,000 | 399,000 | 400,000 | |||
Conversion of promissory notes, shares | 1,142,858 | |||||
Distributions | (101,000) | (101,000) | ||||
Net income | 4,188,000 | 53,000 | 4,241,000 | |||
Exercise of options | 3,000 | 3,000 | ||||
Exercise of options, shares | 10,000 | |||||
Fees paid with stock | $ 1,000 | 273,000 | 274,000 | |||
Fees paid with stock, shares | 375,000 | |||||
Ending balance, value at Mar. 31, 2022 | $ 336,000 | $ 2,000 | $ 138,064,000 | $ (93,204,000) | $ (1,611,000) | $ 43,587,000 |
Ending Balance, shares at Mar. 31, 2022 | 335,558,206 | 2,717 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net income attributable to MariMed Inc. | $ 4,188 | $ 4,220 |
Net income attributable to noncontrolling interests | 53 | 90 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 702 | 462 |
Amortization of intangibles | 140 | 177 |
Amortization of stock grants | 2 | 5 |
Amortization of option grants | 2,469 | 295 |
Amortization of stand-alone warrant issuances | 56 | |
Amortization of warrants attached to debt | 539 | |
Amortization of beneficial conversion feature | 177 | |
Amortization of original issue discount | 52 | |
Bad debt expense | 14 | 1,025 |
Fees paid with stock | 274 | |
Loss on obligations settled with equity | 1 | |
Gain (loss) on change in fair value of investment | (48) | 45 |
Other investment income | (954) | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (1,810) | (1,691) |
Deferred rents receivable | 92 | 64 |
Inventory | (2,470) | (624) |
Other current assets | (739) | (434) |
Other assets | (17) | |
Accounts payable | 3,212 | 1,035 |
Accrued expenses | 217 | (129) |
Income taxes payable | 3,592 | 1,204 |
Sales and excise taxes payable | (443) | 233 |
Operating lease payments, net | (6) | (4) |
Finance lease interest payments | 7 | 2 |
Other current liabilities | (2) | (24) |
Net cash provided by operating activities | 8,490 | 6,759 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (4,015) | (2,308) |
Purchase of cannabis licenses | (305) | (638) |
Investment in Green Growth Group, Inc. | (100) | |
Interest on notes receivable | 43 | 69 |
Net cash used in investing activities | (4,377) | (2,877) |
Cash flows from financing activities: | ||
Proceeds from issuance of preferred stock | 23,000 | |
Equity issuance costs | (387) | |
Repayments of promissory notes | (2) | (15,801) |
Payments on mortgages | (174) | (1,157) |
Proceeds from exercise of options | 3 | |
Proceeds from exercise of warrants | 8 | |
Due to related parties | (132) | |
Finance lease principal payments | (55) | (10) |
Distributions | (101) | (83) |
Net cash (used in) provided by financing activities | (329) | 5,438 |
Net change to cash and cash equivalents | 3,784 | 9,320 |
Cash and cash equivalents at beginning of period | 29,683 | 2,999 |
Cash and cash equivalents at end of period | 33,467 | 12,319 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 302 | 1,092 |
Cash paid for income taxes | 68 | 14 |
Non-cash activities: | ||
Finance lease right-of-use assets and liabilities | 514 | |
Conversion of promissory notes | 400 | 1,010 |
Conversions of debentures payable | 1,356 | |
Operating lease right-of-use assets and liabilities | 466 | |
Common stock issued to settle obligations | 30 | |
Issuance of common stock associated with subscriptions | $ 5 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2022 | |
Real Estate [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. Over the last few years, 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 businesses and manage the continuing growth of their operations. To date, the Company’s acquisition and consolidation of its cannabis-licensed clients’ retail businesses in Illinois and retail and wholesale businesses in Massachusetts have been completed. In April 2022, the acquisition of its client’s wholesale business in Maryland, and a third-party wholesale business in Illinois were consummated. The acquisitions of clients’ retail and wholesale businesses in Nevada and Delaware are at various stages of completion and subject to each state’s laws governing the ownership transfer of cannabis licenses and other closing conditions. Delaware will require a modification of current cannabis ownership laws to permit for-profit ownership, which is expected to occur when the state legalizes recreational adult-use cannabis. Until the law changes and the acquisition is approved, the Company continues to generate revenue from rental income, management fees, and licensing royalties. In addition to the aforementioned acquisitions of its cannabis-licensed clients, in February 2022, the Company was notified that it was awarded a cannabis dispensary license from the state of Ohio, for which it had previously applied. The Company is awaiting the final verification process to be completed by the state before commencing cannabis operations in this state. The Company’s transition to a fully integrated muti-state cannabis operator (“MSO”) is part of a strategic growth plan (the “Strategic Growth Plan”) it 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 expanding into additional states with legal cannabis programs. 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 quality 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 product recipes. The Company markets its high-quality cannabis flowers and concentrates under the award-winning 1 1 2 The Company also has strategic alliances with prominent brands. The Company has partnered with renowned 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 was incorporated in Delaware in January 2011 under the name Worlds Online Inc. The Company’s stock is quoted on the OTCQX market under the ticker symbol MRMD. In April 2022, the Company applied to list its shares of common stock on the Canadian Securities Exchange, which application is currently pending. 1 2 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
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, 2021. Certain reclassifications may have been made to prior periods’ presentation to conform to the current period presentation. These reclassifications had no effect on previously reported income 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 March 31, 2022: SCHEDULE OF MAJORITY OWNED SUBSIDIARIES Subsidiary: Percentage MariMed Advisors Inc. 100.0% Mia Development LLC 89.5% Mari Holdings IL LLC 100.0% Mari Holdings MD LLC 97.4% Mari Holdings NJ LLC 100.0% Mari Holdings NV LLC 100.0% Mari Holdings Metropolis LLC 70.0% Mari Holdings Mt. Vernon LLC 100.0% Mari Mfg 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 OH 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. At both March 31, 2022 and December 31, 2021, cash of approximately $ 5,101,000 was held in escrow, primarily comprised of a $ 5,000,000 escrow deposit in connection with the acquisition of Kind Therapeutics USA LLC as further discussed in Note 3 – Acquisitions 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 at both March 31, 2022 and December 31, 2021. 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 reserve if necessary. As of the date of this report, no reserve was deemed 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 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 primarily by the Company’s retail dispensaries and wholesale operations in Massachusetts and Illinois. 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 – resale of cultivation and production resources, supplies, and equipment, acquired by the Company from top national vendors at volume discounted prices, to its clients and third-parties within the cannabis industry. The Company recognizes this revenue after the delivery and acceptance of goods by the purchaser. ● Licensing – revenue from the sale of Company’s branded products including Betty’s Eddies and Kalm Fusion, and from the 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; tenant improvements, the remaining duration of the related lease ; furniture and fixtures, seven to ten years; and machinery and equipment, ten years. Land is not depreciated. The Company’s property and equipment are individually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable 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. In the three months ended March 31, 2022 and 2021, 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 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 three months ended March 31, 2022 and 2021: SCHEDULE OF ASSUMPTIONS USED Three Months Ended 2022 2021 Life of instrument * 3.0 5.0 Volatility factors * 1.230 1.266 Risk-free interest rates * 0.36 0.85 Dividend yield * 0 * No options or warrants were issued by the Company during the three months ended March 31, 2022. 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 Certain of the Company’s subsidiaries are subject to the provisions of Section 280E of the Internal Revenue Code, as amended, which prohibits businesses from deducting certain expenses associated with the trafficking of controlled substances within the meaning of Schedule I and II of the Controlled Substances Act. Such non-deductibility of certain ordinary business expenses results in permanent differences and can cause the Company’s effective tax rate to be highly variable and not necessarily correlated with pre-tax income. 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 At March 31, 2022 and 2021, there were potentially dilutive securities convertible into shares of common stock comprised of (i) stock options – convertible into 39,811,671 11,017,750 26,351,571 32,282,708 4,908,333 31,081,080 zero 10,705,513 For the three months ended March 31, 2022 and 2021, the aforementioned potentially dilutive securities increased the number of weighted average common shares outstanding on a diluted basis by 44,127,540 35,613,671 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. Recent Accounting Pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements, and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations. |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | NOTE 3 – ACQUISITIONS Kind Therapeutics USA LLC In December 2021, the Company entered into a membership interest purchase agreement with the members of Kind Therapeutics USA LLC, the Company’s client in Maryland that holds licenses for the cultivation, production, and dispensing of medical cannabis (“Kind”), to acquire 100 % of the equity ownership of Kind in exchange for $ 13.5 million payable in cash (subject to adjustment) and $ 6.5 million payable by the issuance of four-year 6.0% promissory notes to the members of Kind, secured by a first priority lien on the Company’s property in Hagerstown, MD. Upon execution of the membership interest purchase agreement, the Company deposited, in escrow, the sum of $ 5.0 million as a contract down-payment. In April 2022, the Maryland Medical Cannabis Commission approved the Company’s acquisition of Kind, and the acquisition was consummated by the parties. Accordingly, Kind will be consolidated into the financial results of the Company commencing on the closing date of the acquisition. Following the closing of the transaction, the Maryland litigation between the Company and the members of Kind was dismissed as further discussed in Note 20 – Commitments and Contingencies Simultaneous with the Kind membership purchase agreement, the Company entered into a membership interest purchase agreement with one of the members of Kind to acquire such member’s entire equity ownership interest in (i) Mari Holdings MD LLC (“Mari-MD”), the Company’s majority owned subsidiary that owns production and retail cannabis facilities in Hagerstown, MD and Annapolis, MD, and (ii) Mia Development LLC (“Mia”), the Company’s majority owned subsidiary that owns production and retail cannabis facilities in Wilmington, DE. The purchase price of $ 2 million in the aggregate is expected to be paid, and the transaction consummated, upon the dismissal of the derivative claims in the DiPietro lawsuit in June 2022, as further discussed in Note 20 – Commitments and Contingencies 99.7 % and 94.3 %, respectively. The Harvest Foundation LLC In 2019, the Company entered into a purchase agreement to acquire 100 There is no assurance that the closing conditions to the Company’s acquisition of Harvest, including regulatory approval, will be achieved or that the acquisition will be consummated. The purchase price is comprised of the issuance of (i) 1,000,000 1.2 400,000 Meditaurus LLC In September 2021, the Company acquired the remaining 30.0 100,000 94,000 10,000 70.0 2.8 The carrying value of the noncontrolling interest of approximately $ 975,000 was eliminated on the date such interest was acquired in September 2021, and since there was no change in control of Meditaurus from this transaction, the resulting gain on bargain purchase was recognized in Additional Paid-In Capital Beverly Asset Purchase In November 2021, the Company entered into an asset purchase agreement to acquire the cannabis license, property lease, and other assets and rights of, and to assume the liabilities and operating obligations associated with, a cannabis dispensary that is currently operating in Beverly, MA. The purchase price is comprised of 2,000,000 shares of the Company’s common stock and $ 5.1 million in cash, with the cash amount to be paid on a monthly basis as a percentage of the business’ monthly gross sales. The purchase is contingent upon the approval of the Massachusetts Cannabis Control Commission, which is expected during the third quarter of 2022 Green Growth Group Inc. In January 2022, the Company entered into a stock purchase agreement to acquire 100 % of the equity ownership of Green Growth Group Inc., an entity that holds a wholesale cannabis license in the state of Illinois, in exchange for 1.9 million 1.5 million 100,000 on the agreement date, Investments In March 2022, the acquisition was approved by the Illinois Department of Agriculture, and in April 2022, the parties consummated the transaction. |
INVESTMENTS
INVESTMENTS | 3 Months Ended |
Mar. 31, 2022 | |
Schedule of Investments [Abstract] | |
INVESTMENTS | NOTE 4 – INVESTMENTS At March 31, 2022 and December 31, 2021, the Company’s investments were comprised of the following (in thousands): SCHEDULE OF INVESTMENTS March 31, December 31, Current investments: Flowr Corp. (formerly Terrace Inc.) $ 299 $ 251 WM Technology Inc. 954 - Total current investments 1,253 251 Non-current investments: Green Growth Group, Inc. 100 - MembersRSVP LLC - - Total investments $ 1,353 $ 251 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. The increase in fair value of approximately $ 48,000 during the three months ended March 31, 2022, and the decrease in fair value of approximately $ 45,000 during the three months ended March 31, 2021, were reflected in the Gain (Loss) On Change In Fair Value Of Investment Green Growth Group Inc. In January 2022, the Company made a good faith deposit of $ 100,000 in connection with the acquisition of Green Growth Group, Inc. as previously discussed in Note 3 – Acquisitions MembersRSVP LLC In January 2021, the Company and MembersRSVP LLC, an entity that develops cannabis-specific software (“MRSVP”), in which the Company owned a 23.0 11 In addition to the reduction of the Company’s ownership interest to 12.0 In September 2021, MRSVP sold substantially all of its assets pursuant to an asset purchase agreement. As a result of this agreement, the Company received cash proceeds of $ 1,475,000 309,000 As an ongoing member of MRSVP, the Company was entitled to 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. In February 2022, the Company received 121,968 shares of common stock of WM Technology Inc. (Nasdaq: MAPS), a technology and software infrastructure provider to the cannabis industry, representing the Company’s pro rata share of the additional consideration received by MRSVP pursuant to the asset purchase agreement. The fair value of these shares at March 31, 2022 of approximately $ 954,000 was reflected in current Investments Other Investment Income |
DEFERRED RENTS RECEIVABLE
DEFERRED RENTS RECEIVABLE | 3 Months Ended |
Mar. 31, 2022 | |
Deferred Rents Receivable | |
DEFERRED RENTS RECEIVABLE | NOTE 5 – DEFERRED RENTS RECEIVABLE The Company is the lessor under operating leases which contain escalating rents over time, rent holidays, 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 October 2022 The Company subleases the following properties: ● Delaware – a 4,000 expiring in April 2027 ● Delaware – a 100,000 square foot warehouse, of which the Company developed 60,000 square feet into a cultivation facility that is subleased to its cannabis-licensed client. The sublease expires in March 2030, with an option to extend the term for three additional five-year periods. The Company intends to develop the remaining space into a processing facility. ● Delaware – a 12,000 The sublease expires in January 2026 and contains an option to negotiate an extension at the end of the lease term At March 31, 2022 and December 31, 2021, cumulative fixed rental receipts under such leases approximated $ 19.9 18.7 21.5 20.4 1.6 1.7 Future minimum rental receipts for non-cancellable leases and subleases as of March 31, 2022 were (in thousands): SCHEDULE OF FUTURE MINIMUM RENTAL RECEIPTS FOR NON CANCELABLE LEASE AND SUBLEASE 2022 $ 3,620 2023 4,563 2024 4,626 2025 4,695 2026 3,916 Thereafter 35,830 Total $ 57,250 |
NOTES RECEIVABLE
NOTES RECEIVABLE | 3 Months Ended |
Mar. 31, 2022 | |
Receivables [Abstract] | |
NOTES RECEIVABLE | NOTE 6 – NOTES RECEIVABLE At March 31, 2022 and December 31, 2021, notes receivable, including accrued interest, consisted of the following (in thousands): SCHEDULE OF NOTES RECEIVABLES March 31, December 31, First State Compassion Center (initial note) $ 385 $ 403 First State Compassion Center (secondary note) 7,982 7,845 Healer LLC 866 866 High Fidelity Inc. - - Total notes receivable 9,233 9,114 Notes receivable, current portion 129 127 Notes receivable, less current portion $ 9,104 $ 8,987 First State Compassion Center The Company’s cannabis-licensed client in Delaware, First State Compassion Center (“FSCC”), issued a 10 -year promissory note to the Company in May 2016 in the amount of $ 700,000 bearing interest at a rate of 12.5 % per annum, as amended. The monthly payments of approximately $ 10,000 will continue through April 2026, at which time the note will be paid in full. At March 31, 2022 and December 31, 2021, the current portion of this note approximated $ 77,000 and $ 75,000 , respectively, and was included in Notes Receivable, Current Portion In December 2021, financed trade accounts receivable balances from FSCC of approximately $ 7,845,00 in the aggregate were converted into notes receivable whereby FSCC issued promissory notes to the Company in the aggregate amount of approximately $ 7.8 million bearing interest at a rate of 6.0 % per annum. The promissory notes call for the periodic payment of principal and interest throughout the term of the note which matures in December 2025 . At March 31, 2022, the balance of the note included approximately $ 138,000 of unpaid accrued interest. Healer LLC In March 2021, the Company was issued a promissory note in the principal amount of approximately $ 894,000 800,000 94,000 6.0 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 of licensing fees payable to Healer against the principal balance of the revised promissory note, reducing the principal amount to approximately $ 866,000 . At both March 31, 2022 and December 31, 2021, approximately $ 52,000 was current. High Fidelity In August 2021, the Company was fully repaid on a loan to High Fidelity Inc., an entity with cannabis operations in the state of Vermont. The loan had a principal balance of $ 250,000 10.0 |
INVENTORY
INVENTORY | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 7 – INVENTORY At March 31, 2022 and December 31, 2021, inventory was comprised of the following (in thousands): SCHEDULE OF INVENTORY March 31, December 31, Plants $ 2,413 $ 1,015 Ingredients and other raw materials 494 262 Work-in-process 4,066 4,661 Finished goods 5,265 3,830 Total inventory $ 12,238 $ 9,768 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 8 – PROPERTY AND EQUIPMENT At March 31, 2022 and December 31, 2021, property and equipment consisted of the following (in thousands): SCHEDULE OF PROPERTY AND EQUIPMENT March 31, December 31, Land $ 4,450 $ 4,450 Buildings and building improvements 37,674 35,231 Tenant improvements 16,819 9,745 Furniture and fixtures 1,909 1,888 Machinery and equipment 8,632 7,221 Construction in progress 3,635 10,569 73,119 69,104 Less: accumulated depreciation (7,637 ) (6,954 ) Property and equipment, net $ 65,482 $ 62,150 During the three months ended March 31, 2022 and December 31, 2021, additions to property and equipment approximated $ 4,015,000 3,224,000 The 2022 additions were primarily comprised of (i) the development of facilities in Annapolis, MD and Beverly, MA, and (ii) purchases of building improvements, machinery, and equipment at the facilities in Hagerstown, MD and New Bedford, MA. The 2021 additions consisted primarily of (i) the development of facilities in Annapolis, MD and Milford, DE, and (ii) purchases of building improvements, machinery, and equipment at the Hagerstown, MD facility and both facilities in Massachusetts. The construction in progress balances of approximately $ 3,635,000 10,569,000 Depreciation expense for the three months ended March 31, 2022 and 2021 approximated $ 702,000 462,000 |
INTANGIBLES
INTANGIBLES | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLES | NOTE 9 – INTANGIBLES At March 31, 2022 and December 31, 2021, 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 March 31, 2022 and December 31, 2021, the carrying value of these cannabis licenses approximated $ 327,000 162,000 The goodwill associated with acquisitions is reviewed on a quarterly basis for impairment. Based on this review and other factors, the goodwill of approximately $ 2,068,000 |
MORTGAGES
MORTGAGES | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
MORTGAGES | NOTE 10 – MORTGAGES At March 31, 2022 and December 31, 2021, mortgage balances, including accrued interest, were comprised of the following (in thousands): SCHEDULE OF MORTGAGES March 31, December 31, Bank of New England – New Bedford, MA and Middleboro, MA properties $ 12,409 $ 12,499 Bank of New England – Wilmington, DE property 1,434 1,463 DuQuoin State Bank – Anna, IL and Harrisburg, IL properties 770 778 DuQuoin State Bank – Metropolis, IL property 2,607 2,658 South Porte Bank – Mt. Vernon, IL property 820 816 Total mortgages payable 18,040 18,214 Mortgages payable, current portion 1,416 1,400 Mortgages payable, less current portion $ 16,624 $ 16,814 The Company maintains an amended and restated mortgage agreement with the Bank of New England bearing interest at a rate of 6.5 August 2025 4.8 7.2 Promissory Notes 12,409,000 12,499,000 364,000 358,000 The Company has a second mortgage with Bank of New England that is secured by the Company’s property in Wilmington, DE. The mortgage matures in 2031 5.25 1.5 5.25 5.25 1,434,000 1,463,000 122,000 120,000 The Company maintains a mortgage agreement with DuQuoin State Bank (“DSB”) for its purchase of properties in Anna, IL and Harrisburg, IL. On May 5 th 6.75 770,000 778,000 34,000 33,000 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 30.0 70.0 2,607,000 2,658,000 76,000 73,000 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 which began in August 2021 and continues through its maturity in June 2022 , at which time all remaining principal, interest and fees shall be due. |
PROMISSORY NOTES
PROMISSORY NOTES | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
PROMISSORY NOTES | NOTE 11 – PROMISSORY NOTES Promissory Note Retirements In March 2021, utilizing a portion of the proceeds from the Hadron transaction discussed in Note 13 – Mezzanine Equity, 15.2 450,000 Promissory Note Conversions During the three months ended March 31, 2021, the noteholder of an $ 8.8 million promissory note issued by the Company in June 2020 converted approximately $ 1.0 million of principal and $ 10,000 of accrued interest into 3,365,972 shares of the Company’s common stock. After such conversion and cash payments of $ 4.6 million in the second half of fiscal 2020, this $ 8.8 million promissory note was amended and restated into a new $ 3.2 million promissory note. During 2021, in a series of transactions, the noteholder converted $ 2.8 8,033,296 400,000 During the three months ended March 31, 2022, the noteholder converted the remaining principal balance of $ 400,000 1,142,858 3.3 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 24,000 26,000 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 10.0 31,000 33,000 5,000 Promissory Note Issued by MariMed Hemp Inc. In September 2020, the Company paid down $ 500,000 of principal on a $ 1.0 million promissory note issued in 2019 by MariMed Hemp Inc., the Company’s wholly-owned subsidiary. In March 2021, utilizing a portion of the proceeds from the Hadron transaction discussed in Note 13 – Mezzanine Equity, 200,000 and paid off the remaining principal of $ 500,000 . At March 31, 2022 and December 31, 2021, the Company was carrying an accrued interest balance of approximately $ 125,000 Debt Maturities At March 31, 2022, the aggregate scheduled maturities of the Company’s total debt outstanding were (in thousands): SCHEDULE OF MATURITIES OF OUTSTANDING DEBT 2022 $ 1,267 2023 635 2024 673 2025 720 2026 764 Thereafter 14,037 Total 18,096 |
DEBENTURES PAYABLE
DEBENTURES PAYABLE | 3 Months Ended |
Mar. 31, 2022 | |
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 As of March 31, 2021, the holder of the $21M Debentures had converted the entire $ 21.0 million of principal and related accrued interest into the Company’s common stock in a series of conversions, at conversion prices equal to 80.0 % of a calculated average of the daily volume-weighted price preceding the date of conversion. Of these conversions, $ 1.3 million of principal and approximately $ 56,000 of accrued interest were converted into 4,610,645 shares of common stock at a conversion price of $ 0.29 per share during the three months ended March 31, 2021. Additionally, a remaining (i) original issue discount of approximately $ 52,000 , (ii) debt discount of approximately $ 39,000 (such discount having arisen from the issuance of warrants attached to the $21M Debentures), and (iii) beneficial conversion feature of approximately $ 177,000 (such conversion feature having arisen from an in-the-money embedded conversion option on the commitment date), were fully amortized upon the final conversion of the $21M Debentures. All conversions were effected within the terms of the debenture agreements, and accordingly the Company was not required to record a gain or loss on such conversions. |
MEZZANINE EQUITY
MEZZANINE EQUITY | 3 Months Ended |
Mar. 31, 2022 | |
Mezzanine Equity | |
MEZZANINE EQUITY | NOTE 13 – MEZZANINE EQUITY Series B Convertible Preferred Stock In 2020, the Company entered into an exchange agreement with two institutional shareholders (the “Exchange Agreement”) whereby the Company (i) issued $ 4.4 Promissory Notes 4,908,333 In connection with the 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 the Company has the option to convert all, but not less than all, shares of Series B convertible preferred stock into common stock at a conversion price of $3.00 if the daily volume weighted average price of common stock (the “VWAP”) exceeds $4.00 per share for at least twenty consecutive trading days prior to the date on which the Company gives notice of such conversion to the Series B Holders On the day following the six-year anniversary of the issuance of the Series B convertible preferred stock, all outstanding shares of Series B convertible preferred stock shall automatically convert into common stock as follows: ● If the sixty-day VWAP is less than or equal to $0.50 per share, the Company shall have the option to (i) convert all shares of Series B convertible preferred stock into common stock at a conversion price of $1.00 per share, and pay cash to the Series B Holders equal to the difference between the 60-day VWAP and $3.00 per share, or (ii) pay cash to the Series B Holders equal to $3.00 per share ● If the sixty-day VWAP is greater than $0.50 per share, the Company shall have the option to (i) convert all shares of Series B convertible preferred stock into common stock at a conversion price per share equal to the quotient of $3.00 per share divided by the sixty-day VWAP, or (ii) pay cash to the Series B Holders equal to $3.00 per share, or (iii) convert all shares of Series B convertible preferred stock into common stock at a conversion price per share equal to the sixty-day VWAP per share and pay cash to the Series B Holders at the difference between $3.00 per share and the sixty-day VWAP per share 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 3.70 four 6,216,216 15,540,540 1.087 9.5 387,000 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 7.3 15.7 Promissory Notes The balance of the facility was designated to fund future acquisitions, including the Kind acquisition, on the same aforementioned terms as the initial proceeds. Notwithstanding, Hadron did not fund the cash portion of the Kind purchase price, and the Company is currently in negotiations with Hadron to amend and extend the facility to be utilized for future expansion opportunities. There is no assurance that any extension will be implemented. 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 | 3 Months Ended |
Mar. 31, 2022 | |
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 500 700 million . 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 million to 70 million . 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 During the three months ended March 31, 2022 and 2021, the Company granted 2,717 6,877 2,000 5,000 Common Stock Subscribed But Not Issued In March 2022, the Company issued 375,000 274,000 42,857 30,000 1,000 Loss On Obligations Settled with Equity During the three months ended March 31, 2021, the Company issued 11,413 5,000 As previously disclosed in Note 11 – Promissory Notes 1,142,858 400,000 3,365,972 1,010,000 As previously disclosed in Note 12 – Debentures Payable 4,610,645 1.3 56,000 As further disclosed in Note 15 – Options 10,000 No As further disclosed in Note 16 – Warrants 50,000 No Common Stock Issuance Obligations At March 31, 2022 and 2021, the Company was obligated to issue 2,717 6,877 2,000 5,000 |
STOCK OPTIONS
STOCK OPTIONS | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK OPTIONS | NOTE 15 – STOCK OPTIONS During the three months ended March 31, 2021, the Company granted five 1,262,000 0.51 0.90 541,000 170,000 Compensation expense in the first quarter of 2022 and 2021 for options issued in previous periods, and continuing to be amortized over their respective vesting periods, approximated $ 2,469,000 124,000 During the three months ended March 31, 2022, options to purchase 10,000 0.30 During the three months ended March 31, 2021, options to purchase 50,000 No Stock options outstanding and exercisable as of March 31, 2022 were: SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE Exercise Price Shares Under Option Remaining Life per Share Outstanding Exercisable in Years $0.140 80,000 80,000 3.28 $0.149 500,000 500,000 3.76 $0.169 200,000 200,000 3.62 $0.225 2,000,000 1,625,000 3.61 $0.250 50,000 50,000 2.92 $0.250 20,000 20,000 3.17 $0.250 50,000 25,000 3.57 $0.250 800,000 800,000 3.62 $0.250 80,000 80,000 3.65 $0.300 388,000 388,000 3.00 $0.417 900,000 900,000 2.74 $0.505 100,000 100,000 3.76 $0.505 800,000 400,000 3.78 $0.590 15,000 15,000 2.69 $0.690 15,000 - 4.68 $0.693 500,000 - 4.69 $0.700 650,000 50,000 4.67 $0.740 520,000 425,625 4.08 $0.755 1,050,000 550,000 4.73 $0.770 200,000 200,000 0.75 $0.800 25,000 - 4.64 $0.830 287,000 287,000 3.98 $0.830 600,000 150,000 4.16 $0.840 878,921 878,921 4.29 $0.840 99,000 59,400 4.34 $0.850 90,000 49,375 4.21 $0.850 72,500 14,375 4.63 $0.870 250,000 - 4.76 $0.880 11,550,000 5,925,000 4.28 $0.880 15,000 7,500 4.37 $0.880 410,000 102,500 4.59 $0.890 10,000 5,000 3.81 $0.892 40,000 30,000 3.81 $0.895 25,000 25,000 3.82 $0.898 11,250,000 5,625,000 4.50 $0.900 50,000 50,000 1.11 $0.910 50,000 50,000 0.56 $0.920 300,000 37,500 4.27 $0.928 500,000 200,000 4.36 $0.950 50,000 50,000 0.75 $0.970 100,000 100,000 4.21 $0.983 145,000 61,250 4.24 $0.990 500,000 125,000 4.47 $0.992 300,000 300,000 2.49 $1.000 15,000 15,000 2.21 $1.000 125,000 125,000 2.59 $1.350 100,000 100,000 1.33 $1.950 375,000 375,000 1.25 $2.320 100,000 100,000 1.45 $2.450 2,000,000 2,000,000 0.73 $2.500 100,000 100,000 1.41 $2.650 200,000 200,000 1.48 $2.850 56,250 56,250 0.70 $2.850 100,000 100,000 1.70 $3.000 25,000 25,000 1.71 $3.725 100,000 100,000 1.69 39,811,671 23,837,696 |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2022 | |
Warrants | |
WARRANTS | NOTE 16 – WARRANTS During the three months ended March 31, 2021, the Company issued four-year warrants to Hadron to purchase up to 15,540,540 1.087 Mezzanine Equity 23.0 9.5 2,100,000 0.50 0.83 1,487,000 During the three months ended March 31, 2021, warrants to purchase 50,000 0.15 No During the three months ended March 31, 2021, warrants to purchase 225,000 0.90 1.15 No At March 31, 2022 and 2021, warrants to purchase up to 26,351,571 32,282,708 0.25 5.50 |
REVENUES
REVENUES | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | NOTE 17 – REVENUES For the three months ended March 31, 2022 and 2021, the Company’s revenues were comprised of the following major categories (in thousands): SCHEDULE OF REVENUES COMPRISED OF MAJOR CATEGORIES Three Months Ended March 31, 2022 2021 Product sales - retail $ 21,441 $ 15,224 Product sales - wholesale 6,062 5,725 Real estate rentals 1,587 1,809 Supply procurement 1,190 520 Management fees 753 896 Licensing fees 249 469 Total revenues $ 31,282 $ 24,643 For the three months ended March 31, 2022 and 2021, revenues from two clients represented 12 14 |
BAD DEBTS
BAD DEBTS | 3 Months Ended |
Mar. 31, 2022 | |
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 three months ended March 31, 2022, the Company made no change to the AR Allowance, and increased the WC Reserve by approximately $ 14,000 850,000 175,000 1,025,000 Bad Debts |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 19 – RELATED PARTY TRANSACTIONS In July 2021, the Company granted five-year options to purchase up to 100,000 shares of common stock to each of the Company’s three independent board members at an exercise price of $ 0.88 per share. In December 2021, the CEO and CFO each exercised options to purchase 100,000 shares of common stock on a cashless basis. The exercise price of $ 0.63 per share was paid via the surrender by each individual of 73,256 shares of common stock. 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. During the three months ended March 31, 2022 and 2021, expenses incurred under this lease approximated $ 39,000 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 during the three months ended March 31, 2022 and 2021 approximated $ 872,000 825,000 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 56,000 83,000 During the three months ended March 31, 2022 and 2021, one of the Company’s majority-owned subsidiaries paid aggregate distributions of approximately $ 11,000 and $ 9,000 , respectively, to the Company’s CEO and CFO, who own minority equity interests in such subsidiary. During the three months ended March 31, 2022, another of the Company’s majority owned subsidiaries paid distributions of approximately $ 3,000 to a current employee who owns a minority equity interest in such subsidiary. During the three months ended March 31, 2022 and 2021, the Company purchased fixed assets and consulting services of approximately $ 392,000 265,000 During the three months ended March 31, 2022 and 2021, the Company purchased fixed assets of approximately $ 82,000 310,000 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 | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 20 – COMMITMENTS AND CONTINGENCIES Lease Commitments The Company is the lessee under six operating leases and four finance leases The details of the Company’s operating lease agreements are as follows: ● Delaware – 4,000 five-year lease that expires in April 2027 that the Company has developed into a cannabis dispensary which is subleased to its cannabis-licensed client ● Delaware – a 100,000 square foot warehouse, of which the Company developed 60,000 square feet into a cultivation facility that is being subleased to its cannabis-licensed client. The lease expires in March 2030, with an option to extend the term for three additional five-year periods . ● Delaware – a 12,000 lease expires in January 2026 ● Nevada – 10,000 expiring in 2024 ● Massachusetts – 10,000 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 2024 through February 2026 The components of lease expense for the three months ended March 31, 2022 were as follows (in thousands): SCHEDULE OF COMPONENTS OF LEASE EXPENSE Operating lease cost $ 277 Finance lease cost: Amortization of right-of-use assets $ 19 Interest on lease liabilities 7 Total finance lease cost $ 26 The weighted average remaining lease term for operating leases is 7.1 3.8 7.5 12.0 Future minimum lease payments as of March 31, 2022 under all non-cancelable leases having an initial or remaining term of more than one year were (in thousands): SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER ALL NON CANCELABLE OPERATING LEASES Operating Leases Finance Leases 2022 $ 849 $ 135 2023 1,119 173 2024 1,050 153 2025 1,025 150 2026 970 21 Thereafter 2,611 - Total lease payments 7,624 $ 632 Less: imputed interest (2,153 ) (82 ) $ 5,471 $ 550 In November 2021, the Company entered into lease agreements for six retail properties, each with square footage between 4,000 6,000 31.00 . In the event the Company is awarded one or more of the six Ohio cannabis licenses for which it had previously applied, the Company can extend the term of one or more of the Ohio Leases to ten years (with two additional five-year options to extend) upon the payment of $ 50,000 In February 2022, the Company was notified that it was awarded a cannabis dispensary license from the state of Ohio. The Company is awaiting the final verification process to be completed by the state. As of March 31, 2022, the lease terms of the Ohio Leases were all less than one year, and accordingly the Company was not required to record a right-of-use asset and corresponding lease liability on its balance sheet. In April 2022, the Company extended the term of one of the Ohio Leases, and the remaining five Ohio Leases were terminated. 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. In August 2021, the parties entered into a settlement agreement and general release pursuant to which (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 shares of the Company’s common stock at an exercise price of $ 0.50 per share, (iii) the Company irrevocably transferred intangible assets relating to the online virtual worlds business the Company had conducted in early 2014, prior to its pivot into the legal cannabis industry (such assets had zero carrying value on the Company’s balance sheet), and (iv) each party released and discharged the other from all claims, losses, and liabilities. In August 2021, the fair value of the warrants of approximately $ 776,000 1,043,000 Maryland Litigation Following the consummation of the Kind acquisition previously discussed in Note 3 – Acquisitions DiPietro Lawsuit In April 2022, the parties agreed to dismiss all direct claims and counterclaims asserted in this litigation, as set forth below. In addition to their direct claims, the parties also asserted derivative claims, which may be dismissed only with the court’s approval. On April 12, 2022, the court approved the form of notice to be delivered to unit holders of Mia Development LLC (“Mia”) and Mari Holdings MD LLC (“Mari-MD”), majority-owned subsidiaries of the Company, and scheduled a hearing to approve dismissal of all derivative claims for June 8, 2022. In this action, Jennifer DiPietro, one of the former members of Kind, directly and derivatively on behalf of Mari-MD and Mia, commenced a suit in August 2020 against the Company’s CEO, CFO, and wholly-owned subsidiary MariMed Advisors Inc. (“MMA”), in Suffolk Superior Court, Massachusetts. DiPietro brought claims for breach of fiduciary duty, breach of contract, fraud in the inducement, aiding and abetting the alleged breach of fiduciary duty, and also sought access to books and records and an accounting related to her investments in Mari-MD and Mia. DiPietro sought unspecified money damages and rescission of her interest in Mari-MD, but not of her investment in Mia, which had provided substantial returns to her as a member. The Company 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. In December 2021, the parties entered into a global confidential settlement and release agreement, along with the parties to the aforementioned Maryland litigation. As of the same date, MMA and Jennifer DiPietro entered into a membership interest purchase agreement pursuant to which the Company will purchase DiPietro’s interests in Mia and Mari-MD, as previously discussed in Note 3 – Acquisitions 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. In January 2022, the Company, at the request of the Liquidating Plan administrator for the OGGUSA Debtors, executed a written release of claims, if any, of the Company against Huron Consulting Group (“Huron”), a financial consulting and management company retained by the senior lender of the OGGUSA Debtors to perform loan management services for the lender and OGGUSA Debtors prior to and during their Chapter 11 bankruptcy cases. Such release was executed in connection with a comprehensive settlement agreement between the OGGUSA Debtors and Huron. In consideration for the Company’s execution of the release, Huron paid an additional $ 40,000 As of the date of this filing, there is still 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 21 – SUBSEQUENT EVENTS Consummation of Kind Acquisition and Dismissal of Litigation In April 2022, the Maryland Medical Cannabis Commission approved the Company’s acquisition of Kind as previously discussed in Note 3 – Acquisitions 13.5 In April 2022, the Company and DiPietro agreed to dismiss all direct claims and counterclaims asserted in a separate litigation between them, as previously discussed in Note 20 – Commitments and Contingencies Consummation of Green Growth Group Acquisition In April 2022, the acquisition of Green Growth Group previously discussed in Note 3 – Acquisitions Lease Agreements In April 2022, the Company extended the term of one of the Ohio Leases previously discussed in Note 20 – Commitments and Contingencies Equity Transactions In April 2022, warrants to purchase 750,000 0.50 515,039 234,961 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
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, 2021. Certain reclassifications may have been made to prior periods’ presentation to conform to the current period presentation. These reclassifications had no effect on previously reported income 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 March 31, 2022: SCHEDULE OF MAJORITY OWNED SUBSIDIARIES Subsidiary: Percentage MariMed Advisors Inc. 100.0% Mia Development LLC 89.5% Mari Holdings IL LLC 100.0% Mari Holdings MD LLC 97.4% Mari Holdings NJ LLC 100.0% Mari Holdings NV LLC 100.0% Mari Holdings Metropolis LLC 70.0% Mari Holdings Mt. Vernon LLC 100.0% Mari Mfg 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 OH 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. At both March 31, 2022 and December 31, 2021, cash of approximately $ 5,101,000 was held in escrow, primarily comprised of a $ 5,000,000 escrow deposit in connection with the acquisition of Kind Therapeutics USA LLC as further discussed in Note 3 – Acquisitions 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 at both March 31, 2022 and December 31, 2021. 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 reserve if necessary. As of the date of this report, no reserve was deemed 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 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 primarily by the Company’s retail dispensaries and wholesale operations in Massachusetts and Illinois. 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 – resale of cultivation and production resources, supplies, and equipment, acquired by the Company from top national vendors at volume discounted prices, to its clients and third-parties within the cannabis industry. The Company recognizes this revenue after the delivery and acceptance of goods by the purchaser. ● Licensing – revenue from the sale of Company’s branded products including Betty’s Eddies and Kalm Fusion, and from the 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; tenant improvements, the remaining duration of the related lease ; furniture and fixtures, seven to ten years; and machinery and equipment, ten years. Land is not depreciated. The Company’s property and equipment are individually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable 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. In the three months ended March 31, 2022 and 2021, 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 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 three months ended March 31, 2022 and 2021: SCHEDULE OF ASSUMPTIONS USED Three Months Ended 2022 2021 Life of instrument * 3.0 5.0 Volatility factors * 1.230 1.266 Risk-free interest rates * 0.36 0.85 Dividend yield * 0 * No options or warrants were issued by the Company during the three months ended March 31, 2022. 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 Certain of the Company’s subsidiaries are subject to the provisions of Section 280E of the Internal Revenue Code, as amended, which prohibits businesses from deducting certain expenses associated with the trafficking of controlled substances within the meaning of Schedule I and II of the Controlled Substances Act. Such non-deductibility of certain ordinary business expenses results in permanent differences and can cause the Company’s effective tax rate to be highly variable and not necessarily correlated with pre-tax income. |
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 At March 31, 2022 and 2021, there were potentially dilutive securities convertible into shares of common stock comprised of (i) stock options – convertible into 39,811,671 11,017,750 26,351,571 32,282,708 4,908,333 31,081,080 zero 10,705,513 For the three months ended March 31, 2022 and 2021, the aforementioned potentially dilutive securities increased the number of weighted average common shares outstanding on a diluted basis by 44,127,540 35,613,671 |
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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements, and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022: SCHEDULE OF MAJORITY OWNED SUBSIDIARIES Subsidiary: Percentage MariMed Advisors Inc. 100.0% Mia Development LLC 89.5% Mari Holdings IL LLC 100.0% Mari Holdings MD LLC 97.4% Mari Holdings NJ LLC 100.0% Mari Holdings NV LLC 100.0% Mari Holdings Metropolis LLC 70.0% Mari Holdings Mt. Vernon LLC 100.0% Mari Mfg 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 OH LLC 100.0% MariMed Hemp Inc. 100.0% Meditaurus LLC 100.0% |
SCHEDULE OF ASSUMPTIONS USED | SCHEDULE OF ASSUMPTIONS USED Three Months Ended 2022 2021 Life of instrument * 3.0 5.0 Volatility factors * 1.230 1.266 Risk-free interest rates * 0.36 0.85 Dividend yield * 0 * No options or warrants were issued by the Company during the three months ended March 31, 2022. |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Schedule of Investments [Abstract] | |
SCHEDULE OF INVESTMENTS | At March 31, 2022 and December 31, 2021, the Company’s investments were comprised of the following (in thousands): SCHEDULE OF INVESTMENTS March 31, December 31, Current investments: Flowr Corp. (formerly Terrace Inc.) $ 299 $ 251 WM Technology Inc. 954 - Total current investments 1,253 251 Non-current investments: Green Growth Group, Inc. 100 - MembersRSVP LLC - - Total investments $ 1,353 $ 251 |
DEFERRED RENTS RECEIVABLE (Tabl
DEFERRED RENTS RECEIVABLE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Deferred Rents Receivable | |
SCHEDULE OF FUTURE MINIMUM RENTAL RECEIPTS FOR NON CANCELABLE LEASE AND SUBLEASE | Future minimum rental receipts for non-cancellable leases and subleases as of March 31, 2022 were (in thousands): SCHEDULE OF FUTURE MINIMUM RENTAL RECEIPTS FOR NON CANCELABLE LEASE AND SUBLEASE 2022 $ 3,620 2023 4,563 2024 4,626 2025 4,695 2026 3,916 Thereafter 35,830 Total $ 57,250 |
NOTES RECEIVABLE (Tables)
NOTES RECEIVABLE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Receivables [Abstract] | |
SCHEDULE OF NOTES RECEIVABLES | At March 31, 2022 and December 31, 2021, notes receivable, including accrued interest, consisted of the following (in thousands): SCHEDULE OF NOTES RECEIVABLES March 31, December 31, First State Compassion Center (initial note) $ 385 $ 403 First State Compassion Center (secondary note) 7,982 7,845 Healer LLC 866 866 High Fidelity Inc. - - Total notes receivable 9,233 9,114 Notes receivable, current portion 129 127 Notes receivable, less current portion $ 9,104 $ 8,987 |
INVENTORY (Tables)
INVENTORY (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORY | At March 31, 2022 and December 31, 2021, inventory was comprised of the following (in thousands): SCHEDULE OF INVENTORY March 31, December 31, Plants $ 2,413 $ 1,015 Ingredients and other raw materials 494 262 Work-in-process 4,066 4,661 Finished goods 5,265 3,830 Total inventory $ 12,238 $ 9,768 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | At March 31, 2022 and December 31, 2021, property and equipment consisted of the following (in thousands): SCHEDULE OF PROPERTY AND EQUIPMENT March 31, December 31, Land $ 4,450 $ 4,450 Buildings and building improvements 37,674 35,231 Tenant improvements 16,819 9,745 Furniture and fixtures 1,909 1,888 Machinery and equipment 8,632 7,221 Construction in progress 3,635 10,569 73,119 69,104 Less: accumulated depreciation (7,637 ) (6,954 ) Property and equipment, net $ 65,482 $ 62,150 |
MORTGAGES (Tables)
MORTGAGES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF MORTGAGES | At March 31, 2022 and December 31, 2021, mortgage balances, including accrued interest, were comprised of the following (in thousands): SCHEDULE OF MORTGAGES March 31, December 31, Bank of New England – New Bedford, MA and Middleboro, MA properties $ 12,409 $ 12,499 Bank of New England – Wilmington, DE property 1,434 1,463 DuQuoin State Bank – Anna, IL and Harrisburg, IL properties 770 778 DuQuoin State Bank – Metropolis, IL property 2,607 2,658 South Porte Bank – Mt. Vernon, IL property 820 816 Total mortgages payable 18,040 18,214 Mortgages payable, current portion 1,416 1,400 Mortgages payable, less current portion $ 16,624 $ 16,814 |
PROMISSORY NOTES (Tables)
PROMISSORY NOTES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF MATURITIES OF OUTSTANDING DEBT | At March 31, 2022, the aggregate scheduled maturities of the Company’s total debt outstanding were (in thousands): SCHEDULE OF MATURITIES OF OUTSTANDING DEBT 2022 $ 1,267 2023 635 2024 673 2025 720 2026 764 Thereafter 14,037 Total 18,096 |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE | Stock options outstanding and exercisable as of March 31, 2022 were: SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE Exercise Price Shares Under Option Remaining Life per Share Outstanding Exercisable in Years $0.140 80,000 80,000 3.28 $0.149 500,000 500,000 3.76 $0.169 200,000 200,000 3.62 $0.225 2,000,000 1,625,000 3.61 $0.250 50,000 50,000 2.92 $0.250 20,000 20,000 3.17 $0.250 50,000 25,000 3.57 $0.250 800,000 800,000 3.62 $0.250 80,000 80,000 3.65 $0.300 388,000 388,000 3.00 $0.417 900,000 900,000 2.74 $0.505 100,000 100,000 3.76 $0.505 800,000 400,000 3.78 $0.590 15,000 15,000 2.69 $0.690 15,000 - 4.68 $0.693 500,000 - 4.69 $0.700 650,000 50,000 4.67 $0.740 520,000 425,625 4.08 $0.755 1,050,000 550,000 4.73 $0.770 200,000 200,000 0.75 $0.800 25,000 - 4.64 $0.830 287,000 287,000 3.98 $0.830 600,000 150,000 4.16 $0.840 878,921 878,921 4.29 $0.840 99,000 59,400 4.34 $0.850 90,000 49,375 4.21 $0.850 72,500 14,375 4.63 $0.870 250,000 - 4.76 $0.880 11,550,000 5,925,000 4.28 $0.880 15,000 7,500 4.37 $0.880 410,000 102,500 4.59 $0.890 10,000 5,000 3.81 $0.892 40,000 30,000 3.81 $0.895 25,000 25,000 3.82 $0.898 11,250,000 5,625,000 4.50 $0.900 50,000 50,000 1.11 $0.910 50,000 50,000 0.56 $0.920 300,000 37,500 4.27 $0.928 500,000 200,000 4.36 $0.950 50,000 50,000 0.75 $0.970 100,000 100,000 4.21 $0.983 145,000 61,250 4.24 $0.990 500,000 125,000 4.47 $0.992 300,000 300,000 2.49 $1.000 15,000 15,000 2.21 $1.000 125,000 125,000 2.59 $1.350 100,000 100,000 1.33 $1.950 375,000 375,000 1.25 $2.320 100,000 100,000 1.45 $2.450 2,000,000 2,000,000 0.73 $2.500 100,000 100,000 1.41 $2.650 200,000 200,000 1.48 $2.850 56,250 56,250 0.70 $2.850 100,000 100,000 1.70 $3.000 25,000 25,000 1.71 $3.725 100,000 100,000 1.69 39,811,671 23,837,696 |
REVENUES (Tables)
REVENUES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF REVENUES COMPRISED OF MAJOR CATEGORIES | For the three months ended March 31, 2022 and 2021, the Company’s revenues were comprised of the following major categories (in thousands): SCHEDULE OF REVENUES COMPRISED OF MAJOR CATEGORIES Three Months Ended March 31, 2022 2021 Product sales - retail $ 21,441 $ 15,224 Product sales - wholesale 6,062 5,725 Real estate rentals 1,587 1,809 Supply procurement 1,190 520 Management fees 753 896 Licensing fees 249 469 Total revenues $ 31,282 $ 24,643 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF COMPONENTS OF LEASE EXPENSE | The components of lease expense for the three months ended March 31, 2022 were as follows (in thousands): SCHEDULE OF COMPONENTS OF LEASE EXPENSE Operating lease cost $ 277 Finance lease cost: Amortization of right-of-use assets $ 19 Interest on lease liabilities 7 Total finance lease cost $ 26 |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER ALL NON CANCELABLE OPERATING LEASES | Future minimum lease payments as of March 31, 2022 under all non-cancelable leases having an initial or remaining term of more than one year were (in thousands): SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER ALL NON CANCELABLE OPERATING LEASES Operating Leases Finance Leases 2022 $ 849 $ 135 2023 1,119 173 2024 1,050 153 2025 1,025 150 2026 970 21 Thereafter 2,611 - Total lease payments 7,624 $ 632 Less: imputed interest (2,153 ) (82 ) $ 5,471 $ 550 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) | Mar. 31, 2022ft² |
Real Estate [Abstract] | |
Area of land | 300,000 |
SCHEDULE OF MAJORITY OWNED SUBS
SCHEDULE OF MAJORITY OWNED SUBSIDIARIES (Details) | Mar. 31, 2022 |
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 NJ LLC [Member] | |
Percentage Owned | 100.00% |
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% |
Mari Mfg 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 OH LLC [Member] | |
Percentage Owned | 100.00% |
MariMed Hemp Inc. [Member] | |
Percentage Owned | 100.00% |
Meditaurus LLC [Member] | |
Percentage Owned | 100.00% |
SCHEDULE OF ASSUMPTIONS USED (D
SCHEDULE OF ASSUMPTIONS USED (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |
Volatility factors, minimum | 1.23% |
Volatility factors, maximum | 1.266% |
Risk-free interest rates, minimum | 0.36% |
Risk-free interest rates, maximum | 0.85% |
Dividend yield | 0.00% |
Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Life of instrument | 3 years |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Life of instrument | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Restricted cash and investments | $ 5,101,000 | ||
Asset impairment charges | $ 0 | $ 0 | |
Unrecognized Tax Benefits | $ 0 | $ 0 | |
Share-Based Payment Arrangement, Option [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Antidilutive securities | 39,811,671 | 11,017,750 | |
Warrant [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Antidilutive securities | 26,351,571 | 32,282,708 | |
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 | 31,081,080 | |
Promissory Notes [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Antidilutive securities | 0 | 10,705,513 | |
Common Stock [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Antidilutive securities | 44,127,540 | 35,613,671 | |
Building and Building Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment estimated useful lives | forty | ||
Tenant Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment estimated useful lives | the remaining duration of the related lease | ||
Furniture and Fixtures [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment estimated useful lives | seven | ||
Furniture and Fixtures [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment estimated useful lives | ten | ||
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment estimated useful lives | ten | ||
Accounts Receivable [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Bad debt reserve for tax purposes of qualified lender | $ 41,400,000 | $ 41,400,000 | |
Kind Therapeutics USA Inc. [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Escrow deposit | $ 5,000,000 |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) - USD ($) | Apr. 13, 2022 | Jan. 31, 2022 | Nov. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2019 | Jun. 30, 2022 | Mar. 31, 2022 |
Business Acquisition [Line Items] | ||||||||
Common stock value,issued | $ 334,000 | $ 336,000 | ||||||
Beverly asset purchase [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Stock issued during period shares purchase of assets | 2,000,000 | |||||||
Stock issued during period value purchase of assets | $ 5,100,000 | |||||||
Mari Holdings MD LLC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 99.70% | |||||||
Mia Development LLC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 94.30% | |||||||
Mari-MD & Mia [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Asset Acquisition, Price of Acquisition, Expected | $ 2,000,000 | |||||||
Kind Therapeutics USA LLC. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Ownership percentage | 100.00% | |||||||
Payments to Acquire Management Contract Rights | $ 13,500,000 | |||||||
Escrow Deposit Disbursements Related to Property Acquisition | 5,000,000 | |||||||
Kind Therapeutics USA LLC. [Member] | 6% Promissory notes [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 6,500,000 | |||||||
The Harvest Foundation LLC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of voting interests acquired | 100.00% | |||||||
Number of Shares Issued in Transaction | 1,000,000 | |||||||
Sale of stock, value | $ 1,200,000 | |||||||
Warrants to purchase shares | 400,000 | |||||||
Meditaurus LLC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Ownership percentage | 30.00% | 70.00% | ||||||
Number of Shares Issued in Transaction | 100,000 | |||||||
Common stock value,issued | $ 94,000 | |||||||
Cash acquired from acquisition | 10,000 | |||||||
Net of cash acquired | $ 2,800,000 | |||||||
Noncontrolling interest increase from business combination | $ 975,000 | |||||||
Green Growth Group Inc Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Ownership percentage | 100.00% | |||||||
Payments to Acquire Management Contract Rights | $ 1,900,000 | |||||||
Common stock value,issued | 1,500,000 | |||||||
Business combination contingent consideration liability | $ 100,000 |
SCHEDULE OF INVESTMENTS (Detail
SCHEDULE OF INVESTMENTS (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule of Investments [Line Items] | ||
Current investments | $ 1,253 | $ 251 |
Non-current investments | 100 | |
Total investments | 1,353 | 251 |
Green Growth Group Inc Member] | ||
Schedule of Investments [Line Items] | ||
Non-current investments | 100 | |
MembersRSVP LLC [Member] | ||
Schedule of Investments [Line Items] | ||
Non-current investments | ||
Flowr Corp. (Formerly Terrace Inc.) [Member] | ||
Schedule of Investments [Line Items] | ||
Current investments | 299 | 251 |
WM Technology Inc [Member] | ||
Schedule of Investments [Line Items] | ||
Current investments | $ 954 |
INVESTMENTS (Details Narrative)
INVESTMENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||||
Feb. 28, 2022 | Sep. 30, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Jan. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||||||
Gain (Loss) on Investments | $ 48,000 | $ (45,000) | |||||
MembersRSVP LLC [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Ownership percentage by parent | 12.00% | ||||||
Membership interest transferred | 11.00% | ||||||
Proceeds from investment | $ 1,475,000 | ||||||
Gain loss on sale of investment | $ 309,000 | ||||||
Stock Issued During Period, Shares, Purchase of Assets | 121,968 | ||||||
Investment Owned, at Fair Value | 954,000 | ||||||
MembersRSVP LLC [Member] | Membership Interest Agreement [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Ownership percentage by parent | 23.00% | ||||||
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 | ||||||
Gain (Loss) on Investments | $ 48,000 | $ 45,000 | |||||
Green Growth Group Inc Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Business combination contingent consideration liability | $ 100,000 |
SCHEDULE OF FUTURE MINIMUM RENT
SCHEDULE OF FUTURE MINIMUM RENTAL RECEIPTS FOR NON CANCELABLE LEASE AND SUBLEASE (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Deferred Rents Receivable | |
2022 | $ 3,620 |
2023 | 4,563 |
2024 | 4,626 |
2025 | 4,695 |
2026 | 3,916 |
Thereafter | 35,830 |
Total | $ 57,250 |
DEFERRED RENTS RECEIVABLE (Deta
DEFERRED RENTS RECEIVABLE (Details Narrative) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022USD ($)ft² | Dec. 31, 2021USD ($) | |
Area of land | 300,000 | |
Operating lease income | $ | $ 19.9 | $ 18.7 |
Revenue recognization | $ | 21.5 | 20.4 |
Deferred rents receivable | $ | $ 1.6 | $ 1.7 |
DELAWARE | ||
Area of land | 45,000 | |
Lease expiration description | expires in 2035 | |
DELAWARE | Cannabis Dispensary [Member] | ||
Area of land | 4,000 | |
Lease expiration description | expiring in April 2027 | |
DELAWARE | Warehouse [Member] | ||
Area of land | 100,000 | |
DELAWARE | Cultivation and Processing Facility [Member] | ||
Area of land | 60,000 | |
Lease expiration description | The sublease 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 | |
Lease expiration description | The sublease 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 | |
MASSACHUSETTS | ||
Area of land | 138,000 | |
Lease expiration description | expires in October 2022 |
SCHEDULE OF NOTES RECEIVABLES (
SCHEDULE OF NOTES RECEIVABLES (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Total notes receivable | $ 9,233 | $ 9,114 |
Notes receivable, current portion | 129 | 127 |
Notes receivable, less current portion | 9,104 | 8,987 |
First State Compassion Center (initial note) [Member] | ||
Total notes receivable | 385 | 403 |
First State Compassion Center (secondary note) [Member] | ||
Total notes receivable | 7,982 | 7,845 |
Healer LLC [Member] | ||
Total notes receivable | 866 | 866 |
High Fidelity Inc [Member] | ||
Total notes receivable |
NOTES RECEIVABLE (Details Narra
NOTES RECEIVABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | May 31, 2016 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Aug. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||
Proceeds from sale of notes receivable | $ 43,000 | $ 69,000 | ||||
Notes receivable related parties current | 129,000 | $ 127,000 | ||||
Convertible note payable | 9,233,000 | $ 9,114,000 | ||||
First State Compassion Center (FSCC) [Member] | Convertible Promissory Note [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Interest rate | 6.00% | |||||
Convertible note payable | $ 7,845 | |||||
Convertible note payable | $ 7,800,000 | |||||
Debt instrument maturity date description | The promissory notes call for the periodic payment of principal and interest throughout the term of the note which matures in December 2025 | |||||
Interest receivable | $ 138,000 | |||||
First State Compassion Center (FSCC) [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Debt instrument term | 10 years | |||||
Proceeds from sale of notes receivable | $ 700,000 | |||||
Interest rate | 12.50% | |||||
Debt instrument periodic payment | $ 10,000 | |||||
Notes receivable related parties current | 77,000 | 75,000 | ||||
Healer LLC [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Proceeds from sale of notes receivable | $ 894,000 | |||||
Interest rate | 6.00% | 6.00% | ||||
Notes receivable related parties current | $ 52,000 | $ 52,000 | ||||
Convertible note payable | $ 866,000 | $ 866,000 | ||||
Debt instrument maturity date description | maturity date in April 2026 | |||||
Interest receivable | $ 94,000 | 94,000 | ||||
Debt instrument face amount | 800,000 | $ 800,000 | ||||
Licensing fees | $ 28,000 | |||||
High Fidelity Inc [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Interest rate | 10.00% | |||||
Debt instrument face amount | $ 250,000 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Plants | $ 2,413 | $ 1,015 |
Ingredients and other raw materials | 494 | 262 |
Work-in-process | 4,066 | 4,661 |
Finished goods | 5,265 | 3,830 |
Total inventory | $ 12,238 | $ 9,768 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 73,119 | $ 69,104 |
Less: accumulated depreciation | (7,637) | (6,954) |
Property and equipment, net | 65,482 | 62,150 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 4,450 | 4,450 |
Buildings and Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 37,674 | 35,231 |
Tenant Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 16,819 | 9,745 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,909 | 1,888 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 8,632 | 7,221 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,635 | $ 10,569 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Additions to property and equipment | $ 4,015,000 | $ 3,224,000 | |
Depreciation expense | 702,000 | $ 462,000 | |
Milford, DE and Annapolis, MD [Member] | |||
Construction in progress | $ 3,635,000 | $ 10,569,000 |
INTANGIBLES (Details Narrative)
INTANGIBLES (Details Narrative) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Indefinite-Lived Intangible Assets [Line Items] | ||
Goodwill | $ 2,068,000 | $ 2,068,000 |
Cannabis Licenses [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
License carrying value | $ 327,000 | $ 162,000 |
SCHEDULE OF MORTGAGES (Details)
SCHEDULE OF MORTGAGES (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Total mortgages payable | $ 18,096,000 | |
Mortgage [Member] | ||
Short-Term Debt [Line Items] | ||
Total mortgages payable | 18,040 | $ 18,214 |
Mortgages payable, current portion | 1,416 | 1,400 |
Mortgages payable, less current portion | 16,624 | 16,814 |
Mortgage [Member] | Bank of New England - New Bedford, MA and Middleboro, MA properties [Member] | ||
Short-Term Debt [Line Items] | ||
Total mortgages payable | 12,409 | 12,499 |
Mortgage [Member] | Bank of New England - Wilmington, DE property [Member] | ||
Short-Term Debt [Line Items] | ||
Total mortgages payable | 1,434 | 1,463 |
Mortgage [Member] | DuQuoin State Bank - Anna, IL and Harrisburg, IL properties [Member] | ||
Short-Term Debt [Line Items] | ||
Total mortgages payable | 770 | 778 |
Mortgage [Member] | DuQuoin State Bank - Metropolis, IL property [Member] | ||
Short-Term Debt [Line Items] | ||
Total mortgages payable | 2,607 | 2,658 |
Mortgage [Member] | South Porte Bank - Mt. Vernon, IL property [Member] | ||
Short-Term Debt [Line Items] | ||
Total mortgages payable | $ 820 | $ 816 |
MORTGAGES (Details Narrative)
MORTGAGES (Details Narrative) - USD ($) | May 31, 2021 | Sep. 30, 2021 | Jul. 31, 2021 | Feb. 29, 2020 | Mar. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||||||
Debt instrument, face amount | $ 18,096,000 | |||||
Mortgage Agreement [Member] | DuQuoin State Bank [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument, interest rate during period | 6.75% | |||||
Debt instrument, face amount | 770,000 | $ 778,000 | ||||
Debt principal amount, current | $ 34,000 | 33,000 | ||||
Mortgage Agreement [Member] | South Porte Bank [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument, maturity | June 2022 | |||||
Debt instrument periodic payment | $ 6,000 | |||||
New Bedford, Massachusetts [Member] | Mortgage Agreement [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument, interest rate during period | 6.50% | |||||
Debt instrument, maturity | August 2025 | |||||
Proceeds from notes payable | $ 4,800,000 | |||||
New Bedford and Middleboro [Member] | Mortgage Agreement [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument, face amount | 12,409,000 | 12,499,000 | ||||
Debt principal amount, current | 364,000 | 358,000 | ||||
New Bedford and Middleboro [Member] | Mortgage Agreement [Member] | Promissory Note [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Proceeds from notes payable | 7,200,000 | |||||
DELAWARE | Mortgage Agreement [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument, interest rate during period | 5.25% | |||||
Debt instrument, maturity | 2031 | |||||
Debt instrument, face amount | 1,434,000 | 1,463,000 | ||||
Debt principal amount, current | 122,000 | 120,000 | ||||
DELAWARE | Mortgage Agreement [Member] | Prime Rate [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument, interest rate during period | 1.50% | |||||
DELAWARE | Mortgage Agreement [Member] | Floor Rate [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument, interest rate during period | 5.25% | |||||
Metropolis [Member] | Mortgage Agreement [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument, face amount | $ 1,600,000 | 2,607,000 | 2,658,000 | |||
Debt principal amount, current | $ 76,000 | $ 73,000 | ||||
Stock issued during period, shares, purchase of assets | 750,000 | |||||
Stock issued during period, shares, purchase of assets | $ 705,000 | |||||
Metropolis [Member] | Second Mortgage Agreement [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument, face amount | $ 2,700,000 | |||||
Debt instrument, basis spread on variable rate | 6.25% | |||||
Percentage Owned | 70.00% | |||||
Metropolis [Member] | Second Mortgage Agreement [Member] | Mari Holdings Metropolics LLC [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Percentage Owned | 30.00% |
SCHEDULE OF MATURITIES OF OUTST
SCHEDULE OF MATURITIES OF OUTSTANDING DEBT (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 1,267 |
2023 | 635 |
2024 | 673 |
2025 | 720 |
2026 | 764 |
Thereafter | 14,037 |
Total | $ 18,096 |
PROMISSORY NOTES (Details Narra
PROMISSORY NOTES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Aug. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||||||||
Repayments of notes payable | $ 2,000 | $ 15,801,000 | ||||||
Notes payable, current | 10,000 | $ 10,000 | ||||||
MariMed Hemp Inc. [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument face amount | $ 1,000,000 | |||||||
Repayments of notes payable | $ 500,000 | $ 500,000 | ||||||
Interest expense debt | 200,000 | |||||||
Interest payable | 125,000 | 125,000 | ||||||
Note Agreement [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt Instrument, Interest Rate During Period | 10.00% | |||||||
Notes Payable | 31,000 | 33,000 | ||||||
Notes payable, current | 5,000 | 5,000 | ||||||
Mezzanine Equity [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument face amount | 15,200,000 | 15,200,000 | ||||||
Debt instrument, unamortized discount | 450,000 | 450,000 | ||||||
$8.8 million Promissory Note [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument face amount | 8,800,000 | 8,800,000 | 400,000 | |||||
Debt instrument, converted principal amount | $ 400,000 | 1,000,000 | $ 2,800,000 | |||||
Debt conversion original debt amount | $ 10,000 | |||||||
Debt instrument converted, shares issued | 1,142,858 | 3,365,972 | 8,033,296 | |||||
Repayments of notes payable | $ 4,600,000 | |||||||
$8.8 million Amended Promissory Note [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument face amount | $ 3,200,000 | $ 3,200,000 | ||||||
$3.3 Million Promissory Note [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument face amount | $ 3,300,000 | |||||||
Promissory Notes [Member] | First Citizens Federal Credit Union [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt Instrument, Interest Rate During Period | 5.74% | |||||||
Notes Payable | 24,000 | $ 26,000 | ||||||
Notes payable, current | $ 5,000 | $ 5,000 |
DEBENTURES PAYABLE (Details Nar
DEBENTURES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Feb. 29, 2020 | |
Short-Term Debt [Line Items] | |||
Amortization of debt discount premium | $ 52,000 | ||
21M Convertible Debentures [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument, face amount | 1,300,000 | $ 21,000,000 | |
Debt instrument, unamortized discount | 52,000 | ||
Amortization of debt discount premium | 39,000 | ||
Debt instrument, convertible, beneficial conversion feature | 177,000 | ||
21M Convertible Debentures [Member] | Holder [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument, face amount | $ 21,000,000 | ||
Debt conversion converted instrument rate | 80.00% | ||
Interest payable | $ 56,000 | ||
Debt instrument converted, shares issued | 4,610,645 | ||
Debt instrument convertible conversion price | $ 0.29 |
MEZZANINE EQUITY (Details Narra
MEZZANINE EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | |
Stock issued during period, shares, new issues | 11,413 | |||
Stock issued during period, value, new issues | $ 5,000 | |||
Payments of stock issuance costs | $ 387,000 | |||
Proceeds from issuance or sale of equity | $ 23,000,000 | |||
Payments for construction in process | $ 7,300,000 | |||
Common Stock [Member] | ||||
Stock issued during period, shares, new issues | 375,000 | |||
Stock issued during period, value, new issues | $ 274,000 | |||
Class of warrant or right, number of securities called by warrants or rights | 32,282,708 | 26,351,571 | 32,282,708 | |
Maximum [Member] | Common Stock [Member] | ||||
Warrant exercise price | $ 5.50 | |||
Hadron Healthcare Master Fund [Member] | Warrant [Member] | ||||
Warrant exercise price | $ 1.087 | $ 1.087 | ||
Fair value adjustment of warrants | $ 9,500,000 | |||
Payments of stock issuance costs | $ 387,000 | |||
Hadron Healthcare Master Fund [Member] | Maximum [Member] | Common Stock [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 | $ 15,700,000 | |||
Securities Purchase Agreement [Member] | Hadron Healthcare Master Fund [Member] | Warrant [Member] | ||||
Warrants term | 4 years | 4 years | ||
Series B Convertible Preferred Stock [Member] | ||||
Shares issued, price per share | 3 | |||
Preferred stock, convertible conversion price | $ 3 | |||
Preferred stock conversion, description | the Company has the option to convert all, but not less than all, shares of Series B convertible preferred stock into common stock at a conversion price of $3.00 if the daily volume weighted average price of common stock (the “VWAP”) exceeds $4.00 per share for at least twenty consecutive trading days prior to the date on which the Company gives notice of such conversion to the Series B Holders | |||
Series B Convertible Preferred Stock [Member] | Volume Weighted Average Price Less Than Or Equal To $0.50 Per Share [Member] | ||||
Preferred stock conversion, description | If the sixty-day VWAP is less than or equal to $0.50 per share, the Company shall have the option to (i) convert all shares of Series B convertible preferred stock into common stock at a conversion price of $1.00 per share, and pay cash to the Series B Holders equal to the difference between the 60-day VWAP and $3.00 per share, or (ii) pay cash to the Series B Holders equal to $3.00 per share | |||
Series B Convertible Preferred Stock [Member] | Volume Weighted Average Price Greater Than $0.50 Per Share [Member] | ||||
Preferred stock conversion, description | If the sixty-day VWAP is greater than $0.50 per share, the Company shall have the option to (i) convert all shares of Series B convertible preferred stock into common stock at a conversion price per share equal to the quotient of $3.00 per share divided by the sixty-day VWAP, or (ii) pay cash to the Series B Holders equal to $3.00 per share, or (iii) convert all shares of Series B convertible preferred stock into common stock at a conversion price per share equal to the sixty-day VWAP per share and pay cash to the Series B Holders at the difference between $3.00 per share and the sixty-day VWAP per share | |||
Series B Convertible Preferred Stock [Member] | Exchange Agreement [Member] | Two Institutional Shareholders [Member] | ||||
Debt instrument, face amount | $ 4,400,000 | |||
Conversion of stock, shares converted | 4,908,333 | |||
Series C Convertible Preferred Stock [Member] | Hadron Healthcare Master Fund [Member] | Warrant [Member] | ||||
Stock issued during period, shares, new issues | 6,216,216 | |||
Series C Convertible Preferred Stock [Member] | 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 | |||
Series C Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member] | Hadron Healthcare Master Fund [Member] | Maximum [Member] | ||||
Stock issued during period, shares, new issues | 46,000,000 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Feb. 28, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common stock shares authorized | 700,000,000 | 700,000,000 | 500,000,000 | ||
Number of shares granted | 2,717 | 6,877 | |||
Number of stock options granted, value | $ 2,000 | $ 5,000 | |||
Stock issued during period, shares | 11,413 | ||||
Stock issued during period, value | $ 5,000 | ||||
Common Stock Issuance Obligations [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Number of shares granted | 2,717 | 6,877 | |||
Number of stock options granted, value | $ 2,000 | $ 5,000 | |||
Options Held [Member] | Common Stock [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Number of shares options exercised | 10,000 | 0 | |||
Warrant [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Number of warrant issued to purchase shares | 0 | 50,000 | |||
2022 Promissory Note [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Debt instrument converted, shares issued | 1,142,858 | ||||
Debt conversion, shares issued, amount | $ 400,000 | ||||
2021 Promissory Note [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Debt instrument converted, shares issued | 3,365,972 | ||||
Debt conversion, shares issued, amount | $ 1,010,000 | ||||
$21M Debentures Holder [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Debt instrument converted, shares issued | 4,610,645 | ||||
Debt conversion, shares issued, amount | $ 1,300,000 | ||||
Accrued interest | $ 56,000 | ||||
Common Stock [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Stock issued during period, shares | 375,000 | ||||
Stock issued during period, value | $ 274,000 | ||||
Common stock issued to settle obligations, shares | 42,857 | ||||
Common stock issued to settle obligations | $ 30,000 | ||||
Loss on obligations settled with equity | $ 1,000 | ||||
Number of shares options exercised | 10,000 | ||||
Amended and Restated 2018 Stock Award and Incentive Plan [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common stock, capital shares reserved for future issuance | 70,000,000 | 40,000,000 |
SCHEDULE OF STOCK OPTIONS OUTST
SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Shares under option, Outstanding | 39,811,671 |
Shares under option, Exercisable | 23,837,696 |
Range One [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.140 |
Shares under option, Outstanding | 80,000 |
Shares under option, Exercisable | 80,000 |
Remaining Life in Years | 3 years 3 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 |
Shares under option, Outstanding | 500,000 |
Shares under option, Exercisable | 500,000 |
Remaining Life in Years | 3 years 9 months 3 days |
Range Three [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.169 |
Shares under option, Outstanding | 200,000 |
Shares under option, Exercisable | 200,000 |
Remaining Life in Years | 3 years 7 months 13 days |
Range Four [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.225 |
Shares under option, Outstanding | 2,000,000 |
Shares under option, Exercisable | 1,625,000 |
Remaining Life in Years | 3 years 7 months 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 |
Shares under option, Outstanding | 50,000 |
Shares under option, Exercisable | 50,000 |
Remaining Life in Years | 2 years 11 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 |
Shares under option, Outstanding | 20,000 |
Shares under option, Exercisable | 20,000 |
Remaining Life in Years | 3 years 2 months 1 day |
Range Seven [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.250 |
Shares under option, Outstanding | 50,000 |
Shares under option, Exercisable | 25,000 |
Remaining Life in Years | 3 years 6 months 25 days |
Range Eight [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.250 |
Shares under option, Outstanding | 800,000 |
Shares under option, Exercisable | 800,000 |
Remaining Life in Years | 3 years 7 months 13 days |
Range Nine [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.250 |
Shares under option, Outstanding | 80,000 |
Shares under option, Exercisable | 80,000 |
Remaining Life in Years | 3 years 7 months 24 days |
Range Ten [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.300 |
Shares under option, Outstanding | 388,000 |
Shares under option, Exercisable | 388,000 |
Remaining Life in Years | 3 years |
Range Eleven [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.417 |
Shares under option, Outstanding | 900,000 |
Shares under option, Exercisable | 900,000 |
Remaining Life in Years | 2 years 8 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 |
Shares under option, Outstanding | 100,000 |
Shares under option, Exercisable | 100,000 |
Remaining Life in Years | 3 years 9 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 |
Shares under option, Outstanding | 800,000 |
Shares under option, Exercisable | 400,000 |
Remaining Life in Years | 3 years 9 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 |
Shares under option, Outstanding | 15,000 |
Shares under option, Exercisable | 15,000 |
Remaining Life in Years | 2 years 8 months 8 days |
Range Fifteen [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.690 |
Shares under option, Outstanding | 15,000 |
Shares under option, Exercisable | |
Remaining Life in Years | 4 years 8 months 4 days |
Range Sixteen [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.693 |
Shares under option, Outstanding | 500,000 |
Shares under option, Exercisable | |
Remaining Life in Years | 4 years 8 months 8 days |
Range Seventeen [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.700 |
Shares under option, Outstanding | 650,000 |
Shares under option, Exercisable | 50,000 |
Remaining Life in Years | 4 years 8 months 1 day |
Range Eighteen [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.740 |
Shares under option, Outstanding | 520,000 |
Shares under option, Exercisable | 425,625 |
Remaining Life in Years | 4 years 29 days |
Range Nineteen [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.755 |
Shares under option, Outstanding | 1,050,000 |
Shares under option, Exercisable | 550,000 |
Remaining Life in Years | 4 years 8 months 23 days |
Range Twenty [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.770 |
Shares under option, Outstanding | 200,000 |
Shares under option, Exercisable | 200,000 |
Remaining Life in Years | 9 months |
Range Twenty One [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.800 |
Shares under option, Outstanding | 25,000 |
Shares under option, Exercisable | |
Remaining Life in Years | 4 years 7 months 20 days |
Range Twenty Two [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.830 |
Shares under option, Outstanding | 287,000 |
Shares under option, Exercisable | 287,000 |
Remaining Life in Years | 3 years 11 months 23 days |
Range Twenty Three [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.830 |
Shares under option, Outstanding | 600,000 |
Shares under option, Exercisable | 150,000 |
Remaining Life in Years | 4 years 1 month 28 days |
Range Twenty Four [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.840 |
Shares under option, Outstanding | 878,921 |
Shares under option, Exercisable | 878,921 |
Remaining Life in Years | 4 years 3 months 14 days |
Range Twenty Five [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.840 |
Shares under option, Outstanding | 99,000 |
Shares under option, Exercisable | 59,400 |
Remaining Life in Years | 4 years 4 months 2 days |
Range Twenty Six [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.850 |
Shares under option, Outstanding | 90,000 |
Shares under option, Exercisable | 49,375 |
Remaining Life in Years | 4 years 2 months 15 days |
Range Twenty Seven [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.850 |
Shares under option, Outstanding | 72,500 |
Shares under option, Exercisable | 14,375 |
Remaining Life in Years | 4 years 7 months 17 days |
Range Twenty Eight [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.870 |
Shares under option, Outstanding | 250,000 |
Shares under option, Exercisable | |
Remaining Life in Years | 4 years 9 months 3 days |
Range Twenty Nine [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.880 |
Shares under option, Outstanding | 11,550,000 |
Shares under option, Exercisable | 5,925,000 |
Remaining Life in Years | 4 years 3 months 10 days |
Range Thirty [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.880 |
Shares under option, Outstanding | 15,000 |
Shares under option, Exercisable | 7,500 |
Remaining Life in Years | 4 years 4 months 13 days |
Range Thirty One [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.880 |
Shares under option, Outstanding | 410,000 |
Shares under option, Exercisable | 102,500 |
Remaining Life in Years | 4 years 7 months 2 days |
Range Thirty Two [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.890 |
Shares under option, Outstanding | 10,000 |
Shares under option, Exercisable | 5,000 |
Remaining Life in Years | 3 years 9 months 21 days |
Range Thirty Three [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.892 |
Shares under option, Outstanding | 40,000 |
Shares under option, Exercisable | 30,000 |
Remaining Life in Years | 3 years 9 months 21 days |
Range Thirty Four [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.895 |
Shares under option, Outstanding | 25,000 |
Shares under option, Exercisable | 25,000 |
Remaining Life in Years | 3 years 9 months 25 days |
Range Thirty Five [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.898 |
Shares under option, Outstanding | 11,250,000 |
Shares under option, Exercisable | 5,625,000 |
Remaining Life in Years | 4 years 6 months |
Range Thirty Six [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.900 |
Shares under option, Outstanding | 50,000 |
Shares under option, Exercisable | 50,000 |
Remaining Life in Years | 1 year 1 month 9 days |
Range Thirty Seven [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.910 |
Shares under option, Outstanding | 50,000 |
Shares under option, Exercisable | 50,000 |
Remaining Life in Years | 6 months 21 days |
Range Thirty Eight [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.920 |
Shares under option, Outstanding | 300,000 |
Shares under option, Exercisable | 37,500 |
Remaining Life in Years | 4 years 3 months 7 days |
Range Thirty Nine [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.928 |
Shares under option, Outstanding | 500,000 |
Shares under option, Exercisable | 200,000 |
Remaining Life in Years | 4 years 4 months 9 days |
Range Fourty [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.950 |
Shares under option, Outstanding | 50,000 |
Shares under option, Exercisable | 50,000 |
Remaining Life in Years | 9 months |
Range Fourty One [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.970 |
Shares under option, Outstanding | 100,000 |
Shares under option, Exercisable | 100,000 |
Remaining Life in Years | 4 years 2 months 15 days |
Range Fourty Two [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.983 |
Shares under option, Outstanding | 145,000 |
Shares under option, Exercisable | 61,250 |
Remaining Life in Years | 4 years 2 months 26 days |
Range Fourty Three [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.990 |
Shares under option, Outstanding | 500,000 |
Shares under option, Exercisable | 125,000 |
Remaining Life in Years | 4 years 5 months 19 days |
Range Fourty Four [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 0.992 |
Shares under option, Outstanding | 300,000 |
Shares under option, Exercisable | 300,000 |
Remaining Life in Years | 2 years 5 months 26 days |
Range Fourty Five [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 1 |
Shares under option, Outstanding | 15,000 |
Shares under option, Exercisable | 15,000 |
Remaining Life in Years | 2 years 2 months 15 days |
Range Fourty Six [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 1 |
Shares under option, Outstanding | 125,000 |
Shares under option, Exercisable | 125,000 |
Remaining Life in Years | 2 years 7 months 2 days |
Range Fourty Seven [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 1.350 |
Shares under option, Outstanding | 100,000 |
Shares under option, Exercisable | 100,000 |
Remaining Life in Years | 1 year 3 months 29 days |
Range Fourty Eight [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 1.950 |
Range Fourty Eight [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Shares under option, Outstanding | 375,000 |
Shares under option, Exercisable | 375,000 |
Remaining Life in Years | 1 year 3 months |
Range Fourty Nine [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 2.320 |
Shares under option, Outstanding | 100,000 |
Shares under option, Exercisable | 100,000 |
Remaining Life in Years | 1 year 5 months 12 days |
Range Fifty [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 2.450 |
Shares under option, Outstanding | 2,000,000 |
Shares under option, Exercisable | 2,000,000 |
Remaining Life in Years | 8 months 23 days |
Range Fifty One [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 2.500 |
Shares under option, Outstanding | 100,000 |
Shares under option, Exercisable | 100,000 |
Remaining Life in Years | 1 year 4 months 28 days |
Range Fifty Two [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 2.650 |
Shares under option, Outstanding | 200,000 |
Shares under option, Exercisable | 200,000 |
Remaining Life in Years | 1 year 5 months 23 days |
Range Fifty Three [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 2.850 |
Shares under option, Outstanding | 56,250 |
Shares under option, Exercisable | 56,250 |
Remaining Life in Years | 8 months 12 days |
Range Fifty Four [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 2.850 |
Shares under option, Outstanding | 100,000 |
Shares under option, Exercisable | 100,000 |
Remaining Life in Years | 1 year 8 months 12 days |
Range Fifty Five [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 3 |
Shares under option, Outstanding | 25,000 |
Shares under option, Exercisable | 25,000 |
Remaining Life in Years | 1 year 8 months 15 days |
Range Fifty Six [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding and exercisable exercise price per share | $ / shares | $ 3.725 |
Shares under option, Outstanding | 100,000 |
Shares under option, Exercisable | 100,000 |
Remaining Life in Years | 1 year 8 months 8 days |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Payment award, options, grants in period, gross | 2,717 | 6,877 |
Share-Based Payment Arrangement, Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted average remaining contractual term | 5 years | |
Fair value of options granted | $ 541,000 | |
Amortized fair value of options granted | 170,000 | |
Share-based payment arrangement, expense | $ 2,469,000 | $ 124,000 |
Share-Based Payment Arrangement, Option [Member] | Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Payment award, options, grants in period, gross | 1,262,000 | |
Grants in period, weighted average exercise price | $ 0.90 | |
Share-Based Payment Arrangement, Option [Member] | Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Grants in period, weighted average exercise price | $ 0.51 | |
Employee Stock Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-based payment award, options, exercises in period | 10,000 | |
Share-based compensation arrangements by share-based payment award, options, exercise, weighted average exercise price | $ 0.30 | |
Share-based compensation arrangement by share-based payment award, options, expiration | 0 | 50,000 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Warrant Exercised [Member] | ||
Warrants to purchase shares | 50,000 | |
Warrant exercise price | $ 0.15 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | 0 | |
Warrants expired | 0 | |
Warrant Expired [Member] | ||
Warrants to purchase shares | 225,000 | |
Common Stock [Member] | ||
Warrants to purchase shares | 26,351,571 | 32,282,708 |
Minimum [Member] | Warrant Exercised [Member] | ||
Warrant exercise price | $ 1.15 | |
Minimum [Member] | Common Stock [Member] | ||
Warrant exercise price | $ 0.25 | |
Maximum [Member] | Warrant Exercised [Member] | ||
Warrant exercise price | $ 0.90 | |
Maximum [Member] | Common Stock [Member] | ||
Warrant exercise price | $ 5.50 | |
Warrant 1 [Member] | ||
Warrants to purchase shares | 15,540,540 | |
Warrant exercise price | $ 1.087 | |
Proceeds from issuance of warrants | $ 23,000,000 | |
Fair value of warrants | $ 9,500,000 | |
Warrant 2 [Member] | ||
Warrants to purchase shares | 2,100,000 | |
Fair value of warrants | $ 1,487,000 | |
Warrant 2 [Member] | Minimum [Member] | ||
Warrant exercise price | $ 0.50 | |
Warrant 2 [Member] | Maximum [Member] | ||
Warrant exercise price | $ 0.83 |
SCHEDULE OF REVENUES COMPRISED
SCHEDULE OF REVENUES COMPRISED OF MAJOR CATEGORIES (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 31,282 | $ 24,643 |
Product Sales - Retail [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 21,441 | 15,224 |
Product Sales - Wholesale [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 6,062 | 5,725 |
Real Estate [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 1,587 | 1,809 |
Supply Procurement [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 1,190 | 520 |
Management Service [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 753 | 896 |
License and Service [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 249 | $ 469 |
REVENUES (Details Narrative)
REVENUES (Details Narrative) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Two Clients [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk, percentage | 12.00% | 14.00% |
BAD DEBTS (Details Narrative)
BAD DEBTS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Bad debts | $ 14,000 | $ 1,025,000 |
AR Allowance [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Accounts receivable allowance for credit loss | $ 14,000 | 850,000 |
Increase in working capital | $ 175,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Dec. 31, 2021 | Jul. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Operating lease, expense | $ 39,000 | $ 39,000 | ||
Payments to acquire property, plant, and equipment | 4,015,000 | 2,308,000 | ||
Payments to acquire fixed assets and consulting services | $ 392,000 | 265,000 | ||
Royalty Agreement [Member] | Bettys Eddies Products [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
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 | |||
Accrued royalties | $ 56,000 | 83,000 | ||
Three Independent Board Members [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Options grant period | 5 years | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Purchased for Award | 100,000 | |||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.88 | |||
Chief Executive Officer [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.63 | |||
Chief Executive Officer [Member] | Cashless [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | 100,000 | |||
Chief Financial Officer [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Surrender Of Common Stock | 73,256 | |||
Chief Operating Officer [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Payments to acquire property, plant, and equipment | 872,000 | 825,000 | ||
CEO and CFO [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Payments to acquire additional interest in subsidiaries | 11,000 | 9,000 | ||
Current Employee [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Payments to acquire additional interest in subsidiaries | 3,000 | |||
Employee [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Payments to acquire property, plant, and equipment | $ 82,000 | $ 310,000 |
SCHEDULE OF COMPONENTS OF LEASE
SCHEDULE OF COMPONENTS OF LEASE EXPENSE (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating lease cost | $ 277 |
Amortization of right-of-use assets | 19 |
Interest on lease liabilities | 7 |
Total finance lease cost | $ 26 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER ALL NON CANCELABLE OPERATING LEASES (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | |
Operating Leases, 2022 | $ 849 |
Operating Leases, 2023 | 1,119 |
Operating Leases, 2024 | 1,050 |
Operating Leases, 2025 | 1,025 |
Operating Leases, 2026 | 970 |
Operating Leases, Thereafter | 2,611 |
Operating Lease, Total lease payments | 7,624 |
Less: Operating Leases, Imputed Interest | (2,153) |
Operating Leases Liability | 5,471 |
Finance Lease, Liability, to be Paid [Abstract] | |
Finance Lease, 2022 | 135 |
Finance Lease, 2023 | 173 |
Finance Lease, 2024 | 153 |
Finance Lease, 2025 | 150 |
Finance Lease, 2026 | 21 |
Finance Lease, Thereafter | |
Finance Lease, Total lease payments | 632 |
Less: Finance Lease, imputed interest | (82) |
Finance Lease Liability | $ 550 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) | Aug. 31, 2021USD ($)$ / shares | Jan. 31, 2022USD ($) | Nov. 30, 2021USD ($)ft² | May 31, 2020USD ($) | Mar. 31, 2022USD ($)ft² | Dec. 31, 2021USD ($) | Dec. 31, 2019USD ($) |
Product Liability Contingency [Line Items] | |||||||
Lessee, operating lease, description | In November 2021, the Company entered into lease agreements for six retail properties, each with square footage between 4,000 and 6,000 square feet, in the state of Ohio (each an “Ohio Lease” and collectively the “Ohio Leases”). Each Ohio Lease has an initial lease period of eleven months, with a minimum rent of $31.00 per square foot which increases 3.0% annually | The Company is the lessee under six operating leases and four finance leases | |||||
Area of land | 300,000 | ||||||
Operating lease, weighted average remaining lease term | 7 years 1 month 6 days | ||||||
Finance lease, weighted average remaining lease term | 3 years 9 months 18 days | ||||||
Lease cost | $ | $ 31 | ||||||
Lessor, operating lease, option to extend | In the event the Company is awarded one or more of the six Ohio cannabis licenses for which it had previously applied, the Company can extend the term of one or more of the Ohio Leases to ten years (with two additional five-year options to extend) upon the payment of $50,000 for each extended Ohio Lease, and develop the premises of such extended lease(s) into a cannabis dispensary. | ||||||
Accrued liabilities, current | $ | $ 1,728,000 | $ 1,349,000 | |||||
OGGUSA Debtors [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Bankruptcy claim filed | $ | $ 40,000 | $ 33,600,000 | |||||
Bankruptcy claim by court | $ | $ 31,000,000 | ||||||
GenCanna Global Inc. [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Percentage Owned | 33.50% | ||||||
Related party receivable | $ | $ 29,000,000 | ||||||
Extended Ohio Lease Agreement [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Lease cost | $ | $ 50,000 | ||||||
Terminated Employment Agreement [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
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 | $ | $ 1,043,000 | $ 1,043,000 | |||||
Warrants and Rights Outstanding | $ | $ 1,000,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.50 | ||||||
Fair value warrants | $ | $ 776,000 | ||||||
Minimum [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Area of land | 4,000 | ||||||
Operating lease, weighted average discount rate, percent | 7.50% | ||||||
Maximum [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Area of land | 6,000 | ||||||
Operating lease, weighted average discount rate, percent | 12.00% | ||||||
Finance Lease Commitments [Member] | Machinery and Office Equipment [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Lessee, operating lease, description | expire in February 2024 through February 2026 | ||||||
DELAWARE | |||||||
Product Liability Contingency [Line Items] | |||||||
Area of land | 45,000 | ||||||
DELAWARE | Premises [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Lessee, operating lease, description | lease expires in January 2026 | ||||||
DELAWARE | Retails Space [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Lessee, operating lease, description | five-year lease that expires in April 2027 that the Company has developed into a cannabis dispensary which is subleased to its cannabis-licensed client | ||||||
Area of land | 4,000 | ||||||
DELAWARE | Warehouse [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Lessee, operating lease, description | The lease expires in March 2030, with an option to extend the term for three additional five-year periods | ||||||
Area of land | 100,000 | ||||||
DELAWARE | Cultivation and Processing Facility [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Area of land | 60,000 | ||||||
DELAWARE | Premises [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Area of land | 12,000 | ||||||
NEVADA | Industrial Building [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Lessee, operating lease, description | expiring in 2024 | ||||||
Area of land | 10,000 | ||||||
MOROCCO | Office Space [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Lessee, operating lease, description | expiring in 2028 | ||||||
Area of land | 10,000 | ||||||
Lease term extension option | option to extend the term for an additional five-year period | ||||||
MARYLAND | |||||||
Product Liability Contingency [Line Items] | |||||||
Area of land | 180,000 | ||||||
MARYLAND | Two Unit Apartment [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Lessee, operating lease, description | expires in July 2022 | ||||||
Area of land | 2,700 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] | 1 Months Ended |
Apr. 30, 2022$ / sharesshares | |
Subsequent Event [Line Items] | |
Share price | $ / shares | $ 13,500,000 |
Number of warrants exercised | 750,000 |
Warrant exercise price | $ / shares | $ 0.50 |
Number of shares surrender for warrants exercised | 515,039 |
Shares issued for warrant exercised | 234,961 |