Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 01, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 000-55450 | ||
Entity Registrant Name | MEDICINE MAN TECHNOLOGIES, INC. | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 46-5289499 | ||
Entity Address, Address Line One | 865 N. Albion Street | ||
Entity Address, Address Line Two | Suite 300 | ||
Entity Address, City or Town | Denver | ||
Entity Address, State or Province | CO | ||
Entity Address, Postal Zip Code | 80220 | ||
City Area Code | (303) | ||
Local Phone Number | 371-0387 | ||
No Trading Symbol Flag | true | ||
Title of 12(g) Security | Common Stock, $0.001 par value per share | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 62,060 | ||
Entity Common Stock, Shares Outstanding | 77,438,379 | ||
Entity Central Index Key | 0001622879 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Auditor Firm ID | 5041 | ||
Auditor Name | BF Borgers CPA PC | ||
Auditor Location | Lakewood, CO |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 19,248,932 | $ 38,949,253 |
Accounts receivable, net of allowance for doubtful accounts | 4,261,159 | 4,471,978 |
Inventory | 25,787,793 | 22,554,182 |
Note receivable - current, net | 11,944 | |
Marketable securities, net of unrealized loss of $1,816 and loss of $39,270, respectively | 456,099 | 454,283 |
Prepaid expenses and other current assets | 3,914,064 | 5,293,393 |
Total current assets | 53,668,047 | 71,735,033 |
Non-current assets | ||
Fixed assets, net accumulated depreciation $8,741,782 and $4,899,977, respectively | 31,113,630 | 27,089,026 |
Investment | 2,000,000 | 2,000,000 |
Assets held for sale | 202,111 | |
Goodwill | 67,499,199 | 94,605,301 |
Intangible assets, net accumulated amortization of $32,706,765 and $16,290,862, respectively | 166,167,877 | 107,726,718 |
Other noncurrent assets | 1,263,837 | 1,527,256 |
Operating lease right of use assets | 34,233,142 | 18,199,399 |
Deferred tax assets, net | 1,996,489 | |
Total non-current assets | 304,476,285 | 251,147,700 |
Total assets | 358,144,332 | 322,882,733 |
Current liabilities | ||
Accounts payable | 13,341,561 | 10,723,661 |
Accrued expenses | 7,774,691 | 7,462,290 |
Derivative liabilities | 638,020 | 16,508,253 |
Lease liabilities - current | 4,922,724 | 3,139,289 |
Current portion of long term debt | 3,547,011 | 2,250,000 |
Income taxes payable | 25,232,782 | 7,297,815 |
Total current liabilities | 55,456,789 | 47,381,308 |
Long term debt, net of debt discount and issuance costs | 153,262,203 | 125,521,520 |
Lease liabilities | 30,133,452 | 17,314,464 |
Deferred tax liabilities, net | 502,070 | |
Total long-term liabilities | 183,395,655 | 143,338,054 |
Total liabilities | 238,852,444 | 190,719,362 |
Commitments and contingencies (Note 17) | ||
Stockholders' equity | ||
Preferred stock, $0.001 par value. 10,000,000 shares authorized; 85,534 shares issued and 85,534 shares outstanding as of December 31, 2023, and 86,994 shares issued and 86,994 shares outstanding as of December 31, 2022. | 86 | 87 |
Common stock, $0.001 par value. 250,000,000 shares authorized; 74,888,392 shares issued and 73,968,242 shares outstanding as of December 31, 2023, and 56,352,545 shares issued and 55,212,547 shares outstanding as of December 31, 2022. | 74,888 | 56,353 |
Additional paid-in capital | 202,040,968 | 180,381,641 |
Accumulated deficit | (80,790,927) | (46,241,583) |
Common stock held in treasury, at cost, 920,150 shares held as of December 31, 2023, and 920,150 shares held as of December 31, 2022. | (2,033,127) | (2,033,127) |
Total stockholders' equity | 119,291,888 | 132,163,371 |
Total liabilities and stockholders' equity | $ 358,144,332 | $ 322,882,733 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CONSOLIDATED BALANCE SHEETS | ||
Marketable securities, unrealized gain (loss) | $ 1,816 | $ 39,270 |
Accumulated depreciation | 8,741,782 | 4,899,977 |
Accumulated amortization | $ 32,706,765 | $ 16,290,862 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, issued (in shares) | 85,534 | 86,994 |
Preferred stock, outstanding (in shares) | 85,534 | 86,994 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, issued (in shares) | 74,888,392 | 56,352,545 |
Common stock, outstanding (in shares) | 73,968,242 | 55,212,547 |
Common stock held in treasury (in shares) | 920,150 | 920,150 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) AND INCOME - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating revenues | ||
Total revenue | $ 172,447,786 | $ 159,379,219 |
Total cost of goods and services | 96,424,150 | 79,090,461 |
Gross profit | 76,023,636 | 80,288,758 |
Operating expenses | ||
Selling, general and administrative expenses | 39,916,518 | 29,036,962 |
Professional services | 3,558,501 | 6,722,554 |
Loss on impairment | 1,801,740 | 8,011,405 |
Salaries | 23,883,354 | 20,990,290 |
Stock based compensation | 3,574,831 | 2,672,713 |
Total operating expenses | 72,734,944 | 67,433,924 |
Income from operations | 3,288,692 | 12,854,834 |
Other income (expense) | ||
Interest expense, net | (32,069,082) | (30,139,645) |
Unrealized gain on derivative liabilities | 15,870,233 | 18,414,760 |
Other loss | 68,400 | 24,136 |
Loss on disposition of business units | (1,968,807) | (4,684,366) |
Unrealized gain (loss) on investments | 1,816 | (39,270) |
Total other expense | (18,097,441) | (16,424,385) |
Pre-tax net loss | (14,808,749) | (3,569,551) |
Provision for income taxes | 19,740,595 | 14,898,064 |
Net loss | (34,549,344) | (18,467,615) |
Less: Accumulated preferred stock dividends for the period | (8,154,993) | (7,802,809) |
Net loss attributable to common stockholders | $ (42,704,337) | $ (26,270,424) |
Earnings (loss) per share attributable to common shareholders | ||
Basic (loss) earnings per share | $ (0.66) | $ (0.49) |
Diluted (loss) earnings per share | $ (0.66) | $ (0.49) |
Weighted average number of shares outstanding - basic | 64,535,245 | 53,637,003 |
Weighted average number of shares outstanding - diluted | 64,535,245 | 53,637,003 |
Comprehensive loss | $ (34,549,344) | $ (18,467,615) |
Retail | ||
Operating revenues | ||
Total revenue | 155,463,816 | 141,254,893 |
Wholesale | ||
Operating revenues | ||
Total revenue | 16,765,425 | 17,819,938 |
Other | ||
Operating revenues | ||
Total revenue | $ 218,545 | $ 304,388 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Preferred Stock. | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Treasury Stock | Total |
Beginning balance, value at Dec. 31, 2021 | $ 87 | $ 45,485 | $ 162,815,097 | $ (27,773,968) | $ (1,517,036) | $ 133,569,665 |
Beginning balance, shares at Dec. 31, 2021 | 86,994 | 45,484,314 | 517,044 | |||
Net Income (Loss) | (18,467,615) | (18,467,615) | ||||
Issuance of stock as payment for acquisitions | $ 9,742 | 15,728,113 | 15,737,855 | |||
Issuance of stock as payment for acquisitions, shares | 9,742,205 | |||||
Issuance of common stock as compensation to employees, officers and/or directors | $ 930 | 1,026,358 | 1,027,288 | |||
Issuance of common stock as compensation to employees, officers, and/or directors (in shares) | 929,941 | |||||
Return of common stock as compensation to employees, officers and/or directors | $ (516,091) | (516,091) | ||||
Return of common stock as compensation to employees, officers and/or directors (in shares) | 403,106 | |||||
Stock based compensation expense related to common stock options, RSUs and PSUs | $ 196 | 812,073 | 812,269 | |||
Stock based compensation expense related to common stock options, shares | 196,085 | |||||
Ending balance, value at Dec. 31, 2022 | $ 87 | $ 56,353 | 180,381,641 | (46,241,583) | $ (2,033,127) | 132,163,371 |
Ending balance, shares at Dec. 31, 2022 | 86,994 | 56,352,545 | 920,150 | |||
Net Income (Loss) | (34,549,344) | (34,549,344) | ||||
Issuance of stock as payment for acquisitions | $ 15,532 | 17,860,788 | 17,876,320 | |||
Issuance of stock as payment for acquisitions, shares | 15,531,905 | |||||
Indemnification of escrowed shares associated with post-acquisition costs | $ (38) | (49,200) | (49,238) | |||
Indemnification of escrowed shares associated with post-acquisition costs (shares) | (37,586) | |||||
Issuance of common stock as compensation to employees, officers and/or directors | $ 1,224 | 972,869 | 974,093 | |||
Issuance of common stock as compensation to employees, officers, and/or directors (in shares) | 1,224,400 | |||||
Conversion of preferred stock to common stock | $ (1) | $ 1,523 | (1,521) | 0 | ||
Conversion of preferred stock to common stock (in shares) | (1,460) | 1,522,728 | ||||
Restricted stock units vested | $ 294 | (109,272) | (108,978) | |||
Restricted stock units vested (shares) | 294,400 | |||||
Stock based compensation expense related to common stock options, RSUs and PSUs | 2,985,663 | 2,985,663 | ||||
Ending balance, value at Dec. 31, 2023 | $ 86 | $ 74,888 | $ 202,040,968 | $ (80,790,927) | $ (2,033,127) | $ 119,291,888 |
Ending balance, shares at Dec. 31, 2023 | 85,534 | 74,888,392 | 920,150 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities | ||
Net income (loss) for the period | $ (34,549,344) | $ (18,467,615) |
Adjustments to reconcile net income (loss) to cash for operating activities | ||
Depreciation and amortization | 20,933,541 | 10,660,172 |
Non-cash interest expense | 4,024,604 | 4,118,391 |
Impairment of goodwill | 1,801,740 | 8,011,405 |
Non-cash lease expense | 7,648,531 | 3,910,679 |
Deferred taxes | (2,090,967) | 502,070 |
Loss on disposition of business units | 1,968,807 | 4,684,369 |
Change in derivative liabilities | (15,870,233) | (18,414,760) |
Amortization of debt issuance costs | 1,686,049 | 1,686,048 |
Amortization of debt discount | 8,523,493 | 7,484,613 |
(Gain) loss on investment, net | (1,816) | 39,270 |
Stock based compensation | 3,590,473 | 812,073 |
Changes in operating assets and liabilities (net of acquired amounts): | ||
Accounts receivable | 927,259 | (105,185) |
Inventory, including certain one-time non-cash expenses | 4,571,069 | 789,399 |
Prepaid expenses and other current assets | 1,579,349 | (2,770,179) |
Other assets | 263,419 | (248,682) |
Change in operating lease liabilities | (7,498,128) | (13,113,041) |
Accounts payable and other liabilities | (3,241,850) | 11,845,245 |
Income taxes payable | 17,934,967 | 5,270,074 |
Net cash provided by operating activities | 12,200,963 | 6,694,346 |
Cash flows from investing activities: | ||
Collection of notes receivable | 11,944 | |
Cash consideration for acquisition of business, net of cash acquired | (15,834,378) | (58,981,226) |
Purchase of fixed assets | (7,865,654) | (14,007,892) |
Purchase of intangible assets | (2,750,000) | |
Investment in private entity | (2,000,000) | |
Net cash used in investing activities | (26,438,088) | (74,989,118) |
Cash flows from financing activities: | ||
Payment on notes payable | (5,354,218) | (134,498) |
Proceeds from issuance of common stock | 978,308 | |
Payment for statutory withholdings on RSU | (108,978) | |
Net cash (used in) provided by financing activities | (5,463,196) | 843,810 |
Net decrease in cash and cash equivalents | (19,700,321) | (67,450,962) |
Cash and cash equivalents at beginning of period | 38,949,253 | 106,400,216 |
Cash and cash equivalents at end of period | 19,248,932 | 38,949,253 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 17,896,954 | 15,243,990 |
Cash paid for income taxes | 5,000,000 | 12,340,000 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Lease liability arising from right of use asset | 14,006,930 | 14,105,320 |
Issuance of stock as payment for acquisitions | 18,801,192 | 15,777,373 |
Deferred tax liability from acquisition | (3,214,080) | |
Issuance of debt for acquisition | 20,157,766 | 17,000,000 |
Acquisitions: | ||
Tangible and intangible assets acquired, net of cash | 55,021,859 | 34,402,043 |
Liabilities assumed | 6,267,276 | (1,837,221) |
Goodwill | $ 9,046,205 | $ 62,368,339 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2023 | |
Organization and Nature of Operations | |
Organization and Nature of Operations | 1. Organization and Nature of Operations Medicine Man Technologies, Inc. (“we,” “us,” “our” or the “Company”) was incorporated in Nevada on March 20, 2014. On May 1, 2014, the Company entered into an exclusive Technology License Agreement with Futurevision, Inc. f/k/a Medicine Man Production Corp. d/b/a Medicine Man Denver (“Medicine Man Denver”) whereby Medicine Man Denver granted us a license to use all of the proprietary processes they have developed, implemented and practiced at their cannabis facilities relating to the commercial growth, cultivation, marketing, and distribution of medical marijuana and recreational marijuana pursuant to relevant state laws and the right to use and to license such information, including trade secrets, skills and experience (present and future). The Company’s operations are organized into three different segments, as follows: (i) Retail, consisting of retail locations for the sale of cannabis products in Colorado and New Mexico, (ii) Wholesale, consisting of manufacturing, cultivation and sale of wholesale cannabis and non-cannabis products, and (iii) Other, consisting of all other income and expenses, including those related to certain in-store marketing and promotional activities, and corporate operations. On April 20, 2020, the Company rebranded, and now conducts its business under the trade name, Schwazze. The corporate name of the Company continues to be Medicine Man Technologies, Inc. The Company’s common stock is listed for trading in the United States on the OTCQX Best Market under the symbol “SHWZ” and also listed for trading in Canada on the NEO Exchange under the symbol “SHWZ.” |
Accounting Policies and Estimat
Accounting Policies and Estimates | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies and Estimates. | |
Accounting Policies and Estimates | 2. Accounting Policies and Estimates Basis of Presentation These accompanying financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC for consolidated financial statements. All intercompany accounts and transactions are eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from these estimates. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings and financial position. In accordance with ASC 230 Statement of Cash Flows, Accounting for Business Combinations and Acquisitions The Company accounts for acquisitions in which it obtains control of one or more businesses as a business combination. The purchase price of the acquired businesses is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over those fair values is recognized as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments, in the period in which they are determined, to the assets acquired and liabilities assumed with the corresponding offset to goodwill. If the assets acquired are not a business, the Company accounts for the transaction or other event as an asset acquisition. Under both methods, the Company recognizes the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity. In addition, for transactions that are business combinations, the Company evaluates the existence of goodwill or a gain from a bargain purchase. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments consist of cash, accounts receivable, notes receivable, investments, tenant deposits, accounts payable, accrued liabilities, notes payable, derivative liabilities and warrant liability. The carrying values of these financial instruments approximate their fair value due to their short maturities. The carrying amount of the Company’s debt approximates fair value because the interest rates on these instruments approximate the interest rate on debt with similar terms available to us. The Company’s derivative liability was adjusted to fair market value at the end of each reporting period, using Level 3 inputs. The following is the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis on December 31, 2023 and December 31, 2022, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3): December 31, December 31, 2023 2022 Level 3 - Marketable Securities Available-for-Sale – Recurring 456,099 454,283 Marketable Securities at Fair Value on a Recurring Basis Certain assets are measured at fair value on a recurring basis. The Level 3 position consists of an investment in equity securities of Canada House Wellness Group, Inc., a publicly traded company whose securities are actively quoted on the Toronto Stock Exchange. As of December 31, 2023 and 2022, the equity investment in Canada House Wellness Group, Inc. was determined to be Level 3 as the entity has halted trading due to a merger and is scheduled to resume trading once the purchase is complete. The Company used the last trading price to record the value at market for this investment due to the halt in observable and active market prices. Investments Held at Cost Investments without readily determinable fair value are measured at cost, less impairment. If the Company identifies an observable price change in an orderly transaction for an investment held at cost, it will measure the investment at fair value as of the date the observable transaction occurred. The Company shall reassess at each reporting period whether such investments should continue to be measured at cost, less impairment, or another method. Any resulting gain or loss from a change in measurement will be recorded in other income and expenses on the consolidated statement of comprehensive (loss) and income. Investments held at cost are reported within investments on the accompanying consolidated balance sheets. The Company has less than a 20% investment in a private company and does not have significant influence over the underlying entity. The fair value of the investment does not have a determinable fair value. The Company has accounted for this investment under the cost method and therefore records the investment at historical cost. Any dividends received from this investment are recorded in the accompanying consolidated statements of comprehensive (loss) and income. As of December 31, 2023 and 2022, the investment totaled $2.00 million. Investment Held for Sale The Company classifies long-lived assets to be sold as held for sale in the period in which all of the following criteria are met: (i) management, having the authority to approve the action, commits to a plan to sell the asset; (ii) the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets; (iii) an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated; (iv) the sale of the asset is probable, and transfer of the asset or disposal group is expected to qualify for recognition as a completed sale within one year (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Assets held for sale represent intangible assets, net of accumulated amortization and tangible assets, net of any accumulated depreciation in which the Company has no continuing involvement. We record assets held for sale in accordance with ASC 360 “Property, Plant, and Equipment,” at the lower of carrying value or fair value less cost to sell. Fair value is based on the estimated proceeds from the sale of the assets utilizing recent purchase offers. As of December 31, 2023, the Company had $202,111 of assets held for sale. Fair Value of Financial Instruments The carrying amounts of cash and current assets and liabilities approximate fair value because of the short-term maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. Cash and Cash Equivalents Cash and cash equivalents are carried at cost or amortized cost and represent cash on hand, deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date. The Company had $19.25 million and $38.95 million classified as cash and cash equivalents as of December 31, 2023 and December 31, 2022, respectively. Accounts Receivable The Company extends unsecured credit to its customers in the ordinary course of business. These accounts receivables relate to the Company’s Wholesale and Other revenue segments. Accounts receivables are recorded when a milestone is reached at a point in time resulting in funds being due for delivered goods or services, and where payment is reasonably assured. Wholesale revenues are generally collected within 14 to 30 days The following table depicts the composition of our accounts receivable as of December 31, 2023 and December 31, 2022: December 31, December 31, 2023 2022 Accounts receivable - trade $ 4,294,739 $ 4,564,918 Accounts receivable - tenant improvement allowances 263,846 — Allowance for doubtful accounts (297,426) (92,940) $ 4,261,159 $ 4,471,978 The Company establishes an allowance for doubtful accounts based on management’s assessment of the collectability of trade receivables. A considerable amount of judgment is required in assessing the amount of the allowance. The Company makes judgments about the creditworthiness of each customer based on ongoing credit evaluations and monitors current economic trends that might impact the level of credit losses in the future. If the financial condition of the customers were to deteriorate, resulting in their inability to make payments, a specific allowance will be required. Inventory Inventories of purchased finished goods and packing materials are initially valued at cost and subsequently at the lower of cost and net realizable value. Cultivated inventories include direct and indirect costs of production, including costs of materials, labor and depreciation related to cultivation. Such costs are capitalized as incurred, and subsequently included within cost of goods sold in the accompanying consolidated statements of comprehensive (loss) and income, at the time the products are sold. Cost is determined using the weighted average cost basis. Products for resale, supplies, and consumables are valued at lower of cost and net realizable value. In calculating final inventory values, management is required to compare the inventory cost to estimated net realizable value. The net realizable value of inventories represents the estimated selling price for inventories in the ordinary course of business, less all estimated costs of completion and costs necessary to make the sale. The determination of net realizable value requires significant judgment, including consideration of factors such as shrinkage, aging of inventory, future demand for inventory, contractual arrangements with customers, and the future inventory selling price the Company expects to realize. Reserves for excess and obsolete inventory are based upon quantities on hand, projected volumes from demand forecasts and net realizable value. The estimates are judgmental in nature and are made at a point in time, using available information, expected business plans, and expected market conditions. As a result, the actual amount received on sale could differ from the estimated value of inventory. Periodic reviews are performed on the inventory balance. The impact of changes in inventory reserves, if any, is reflected in cost of goods sold. Property and Equipment, net Purchases of property and equipment are recorded at cost, net of accumulated depreciation and impairment losses, if any. Improvements and replacements of property and equipment are capitalized. Maintenance and repairs that do not improve or extend the lives of property and equipment are charged to expense as incurred. When assets are sold or retired, its cost and related accumulated depreciation are removed from the accounts and any gain or loss is reported in the accompanying consolidated statement of comprehensive (loss) and income. Depreciation is provided over the estimated economic useful lives of each class of assets and is computed using the straight-line method. The assets’ residual values, useful lives, and methods of depreciation are reviewed at each financial statement year-end and adjusted prospectively, if appropriate. Depreciation on property and equipment is recorded using the straight-line method over the following expected useful lives: Land Indefinite Building 39 years Leasehold improvements Lesser of the lease term or estimated useful life Furniture and fixtures 3-5 years Vehicles, machinery and tools 3-5 years Software, servers and equipment 3 years Construction in progress represents construction related to cultivation, manufacturing, and dispensary facilities not yet completed or otherwise not ready for use. Prepaid Expenses and Other Assets (Current and Non-Current) Prepaid expenses and other assets as of December 31, 2023 and 2022, were $5.18 million and $6.82 million, respectively. As of December 31, 2023, this balance included $2.74 million in prepaid expenses, $1.17 million in security deposits, and $1.27 million in prepaid inventory. As of December 31, 2022, prepaid expenses and other assets included $3.88 million in prepaid expenses, $1.53 million in security deposits and $1.41 million in prepaid inventory. Prepaid expenses were primarily comprised of insurance premiums, software subscriptions, business licenses, membership dues, and other general and administrative costs. Goodwill and Intangible Assets Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Company’s acquisitions is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company’s amortizable intangible assets consist of licensing agreements, product licenses and registrations, and intellectual property or trade secrets. Their estimated useful lives range from 3 to 15 years. Goodwill and indefinite-lived assets are not amortized but are subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing is a two-step process performed at the reporting unit level. Step one compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approach. The fair values calculated under the income approach and market approach are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry, and other Company-specific risks. Other significant assumptions used in the income approach include the terminal values, growth rates, future capital expenditures and changes in future working capital requirements. The market approach uses key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then the second step must be completed to measure the amount of impairment, if any. Step two calculates the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets of the reporting unit from the fair value of the reporting unit as calculated in step one. In this step, the fair value of the reporting unit is allocated to all of the reporting unit’s assets and liabilities in a hypothetical purchase price allocation as if the reporting unit had been acquired on that date. If the carrying amount of goodwill exceeds the implied fair value of goodwill, an impairment loss is recognized in an amount equal to the excess. Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates, strategic plans, and future market conditions, among others. There can be no assurance that the Company’s estimates and assumptions made for purposes of the goodwill impairment testing will prove to be accurate predictions of the future. Changes in assumptions and estimates could cause the Company to perform an impairment test prior to scheduled annual impairment tests. Long-Lived Assets The Company evaluates the recoverability of its long-lived assets, including property, plant and equipment, and certain identifiable intangible assets, whenever events or changes in circumstances have indicated that an asset may not be recoverable. The long-lived asset is grouped with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows is less than the carrying value of the assets, the assets are written down to the estimated fair value. The Company performs impairments tests of long-lived assets on an annual basis or more frequently in certain circumstances. Factors which could trigger an impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the assets or the strategy for the business, a significant decrease in the market value of the assets or significant negative industry or economic trends. The Company evaluated the recoverability of its long-lived assets as of December 31, 2022, and recorded an impairment charge of approximately $89,706 related to discontinued operations for cultivation facilities in New Mexico and Colorado, and is presented under loss on business disposition in the accompanying consolidated statement of comprehensive (loss) and income. No such impairment existed as of December 31, 2023. Accounts Payable Accounts payable as of December 31, 2023 and 2022 were $13.34 million and $10.72 million, respectively, and were comprised of trade payables for various purchases and services rendered during the ordinary course of business. Accounts payable due to related parties as of December 31, 2023 and 2022 were $0 and $22,380, respectively. Accrued Expenses and Other Liabilities Accrued expenses and other liabilities as of December 31, 2023, and December 31, 2022, were $7.77 million and $7.46 million, respectively. As of December 31, 2023, accrued liabilities and other liabilities comprised of accrued payroll of $981,112, accrued interest of $3.37 million, legal settlement fees of $525,000, and operating expenses of $2.90 million. As of December 31, 2022, accrued expenses and other liabilities comprised of accrued payroll of $1.51 million, accrued interest of $3.42 million, and operating expenses of $2.53 million. Derivative Liabilities The Company uses the fair-value method of accounting for derivative liabilities and such liabilities are remeasured at each reporting date with changes in fair value recorded in the period incurred. The fair value is estimated using a Monte Carlo simulation model. Revenue Recognition and Related Allowances The Company’s revenue recognition policy is significant because the amount and timing of revenue is a key component of our results of operations. Certain criteria are required to be met in order to recognize revenue. If these criteria are not met, then the associated revenue is deferred until the criteria are met. When consideration is received in advance of the delivery of goods or services, a contract liability is recorded. Revenue contracts are identified when accepted by customers and represent a single performance obligation to sell the Company’s products to a customer. The Company has three main revenue streams: Retail, Wholesale, and Other. Retail and Wholesale revenues are recorded at the point at which the customer takes control of the product. In evaluating the timing of the transfer of control to customers, the Company considers several indicators, including significant risks and rewards of products, its right to payment, and the legal title of the products. Based on the assessment of control indicators, sales are generally recognized when products are delivered to customers. Other revenue consists of other income and expenses deriving from in-store advertisements and certain vendor promotions offered in the Company’s retail dispensaries. Revenue is recognized when the obligations to the client are fulfilled, which is determined when milestones in the contract are achieved. At some locations, the Company offers a loyalty reward program to its retail customers. A portion of the revenue generated from a sale to a customer participating in the program is allocated to the loyalty points earned. The amount allocated to the loyalty points earned is deferred until the loyalty points are redeemed or expire. As of December 31, 2023 and 2022, the loyalty liability totaled $1.41 million and $1.59 million, respectively, and is included in accrued expenses in the accompanying consolidated balance sheets. Costs of Goods and Services Sold Costs of goods and services sold are comprised of related expenses incurred while supporting the sales of the Company’s products and services. General and Administrative Expenses General and administrative expenses are comprised of all expenses not linked to the production or advertising of the Company’s services. Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred and totaled $2.12 million and $2.37 million as of December 31, 2023 and 2022, respectively. Stock Based Compensation The Company accounts for share-based payments pursuant to ASC 718, Stock Compensation Stock compensation expense for stock options is recognized over the vesting period of the award or expensed immediately under ASC 718 and Emerging Issues Task Force 96-18 when stock or options are awarded for previous or current service without further recourse. Share-based expense paid through direct stock grants is expensed as incurred. Since the Common Stock is publicly traded, the value is determined based on the number of shares of Common Stock issued and the trading value of the Common Stock on the date of the transaction. Income Taxes ASC 740, Income Taxes requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets are regularly assessed to determine the likelihood they will be recovered from future taxable income. A valuation allowance is established when we believe it is more likely than not that the future realization of all or some of a deferred tax asset will not be achieved. In evaluating our ability to recover deferred tax assets within the jurisdiction which they arise, we consider all available positive and negative evidence. Factors reviewed include the cumulative pre-tax book income for the past three years, scheduled reversals of deferred tax liabilities, our history of earnings and reliability of our forecasts, projections of pre-tax book income over the foreseeable future, and the impact of any feasible and prudent tax planning strategies. The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the position’s sustainability, and the tax benefit to be recognized is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. We recognize the impact of a tax position in our financial statements only if that position is more likely than not of being sustained upon examination by taxing authorities, based on the technical merits of the position. Tax authorities regularly examine our returns in the jurisdictions in which we do business, and we regularly assess the tax risk of our return filing positions. Due to the complexity of some of the uncertainties, the ultimate resolution may result in payments that are materially different from our current estimate of the tax liability. These differences, as well as any interest and penalties, will be reflected in the provision for income taxes in the period in which they are determined. As the Company operates in the cannabis industry, it is subject to the limits of the Internal Revenue Code (“IRC”) Section 280E under which the Company is only allowed to deduct expenses directly related to sales of product. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E. Right of Use Assets and Lease Liabilities In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory. The standard became effective for the Company beginning January 1, 2019. The Company adopted Topic 842 using the modified retrospective approach, by applying the new standard to all leases existing at the date of initial application. The Company elected the package of practical expedients permitted under the standard, which also allowed the Company to carry forward historical lease classifications. The Company also elected the practical expedient related to treating lease and non-lease components as a single lease component for all equipment leases as well as electing a policy exclusion permitting leases with an original lease term of less than one year to be excluded from the ROU assets and lease liabilities. Under Topic 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in determining the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Operating leases are included in operating lease ROU assets and operating lease liabilities, current and non-current, in the Company’s accompanying consolidated balance sheets. |
Recently Adopted Accounting Pro
Recently Adopted Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2023 | |
Recently Adopted Accounting Pronouncements | |
Recently Adopted Accounting Pronouncements | 3. Recently Adopted Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements. Pronouncements that are not applicable to the Company or where it has been determined do not have a significant impact on the financial statements have been excluded herein. In November 2023, the FASB issued ASU No.2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures, to provide enhanced segment disclosures. The standard requires disclosures about significant segment expense categories and amounts for each reportable segment, for all periods presented. Additionally, the standard requires public entities to disclose the title and position of the Chief Operating Decision Maker (“CODM”) in the consolidated financial statements. These enhanced disclosures are required for all entities on an interim and annual basis, effective for fiscal years beginning after December 15, 2023, and interim periods within annual periods beginning after December 15, 2024. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. |
Notes Receivable
Notes Receivable | 12 Months Ended |
Dec. 31, 2023 | |
Notes Receivable | |
Notes Receivable | 4. Notes Receivable On |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2023 | |
Inventory | |
Inventory | 5 . The Company’s inventory consists of the following at December 31, 2023 and 2022: December 31, 2023 December 31, 2022 Raw materials $ 2,005,306 $ 2,325,482 Work in process 5,814,290 14,504,490 Finished goods 17,968,197 5,724,210 Total inventories $ 25,787,793 $ 22,554,182 As of December 31, 2023 and 2022, the company recognized an adjustment to the net realizable value within its inventory of $4,268,085 and $0, respectively. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment. | |
Property and Equipment | 6. Property and Equipment Property and equipment are recorded at cost, net of accumulated depreciation and are comprised of the following: December 31, December 31, 2023 2022 Land $ 3,716,438 $ 3,716,438 Building 4,830,976 4,830,976 Leasehold improvements 15,917,124 4,100,165 Furniture and fixtures 651,676 655,698 Vehicles, machinery, and tools 4,040,908 3,796,695 Software, servers and equipment 5,404,592 4,132,621 Construction in progress 5,293,698 10,756,410 Total asset cost $ 39,855,412 $ 31,989,003 Less: accumulated depreciation (8,741,782) (4,899,977) Total property and equipment, net of depreciation $ 31,113,630 $ 27,089,026 Depreciation expense for years ended December 31, 2023 and 2022 was $3,841,805 and $2,911,004, respectively. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations | |
Business Combinations | 7. Business Combinations Business Combinations On January 26, 2022, the Company acquired two retail dispensaries located in Boulder, Colorado pursuant to an asset purchase agreement dated June 25, 2021, with Double Brow, LLC, a wholly-owned subsidiary of the Company (“Double Brow”), BG3 Investments, LLC d/b/a Drift (“Drift”), Black Box Licensing, LLC, and Brian Searchinger, as the sole equity holder of Drift, as amended on October 28, 2021. The acquired assets included (i) the assets used in or related to Drift’s business of distributing, marketing, and selling recreational cannabis products and (ii) the leases for two retail dispensaries located in Boulder, Colorado. The aggregate closing consideration for the acquisition was (i) $1.92 million in cash, and (ii) 1,146,099 shares of Common Stock issued to Drift. The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting for the Drift acquisition resulted in $2.14 million of goodwill and $1.03 million of intangibles. On February 8, 2022, the Company acquired its New Mexico business pursuant to a purchase agreement with Nuevo Holding, LLC, a wholly-owned subsidiary of the Company (“Nuevo Purchaser”), Nuevo Elemental Holding, LLC (“Elemental Purchaser” and together with Nuevo Purchaser, the “Nuevo Purchasers”), Reynold Greenleaf & Associates LLC (“RGA”), Elemental Kitchen and Laboratories, LLC, a wholly-owned subsidiary of RGA (“Elemental”), the equity holders of RGA and Elemental, and William N. Ford, in his capacity as Representative, as amended on February 9, 2022 (the “Nuevo Purchase Agreement”). The Nuevo Purchasers acquired substantially all the operating assets of RGA and all of the equity of Elemental and assumed specified liabilities of RGA and Elemental. Pursuant to existing laws and regulations in New Mexico, the cannabis licenses for certain facilities managed by RGA were held by two not-for-profit entities (“NFP”): Medzen Services, Inc. (“Medzen”) and R. Greenleaf Organics, Inc. (“R. Greenleaf” and together with Medzen, the “Nuevo NFPs”). At the closing, Nuevo Purchaser gained control over the Nuevo NFPs by becoming the sole member of each of the Nuevo NFPs and replacing the directors of the two Nuevo NFPs with executive officers of the Company. The business acquired from RGA was a management company, providing branding, marketing, and consulting services, licensing certain intellectual property related to the business, and supporting Elemental and the Nuevo NFPs to promote, support, and develop sales and distribution of products. Elemental is engaged in the business of creating and distributing cannabis-derived products to licensed cannabis producers. Elemental and the Nuevo NFPs are in the business of cultivating, processing, and dispensing marijuana in New Mexico. At the closing of the Nuevo Purchase Agreement, Nuevo Purchaser entered into two separate Call Option Agreements containing substantially identical terms with each of the Nuevo NFPs. Each Call Option Agreement gives Nuevo Purchaser the right to acquire 100% of the equity or 100% of the assets of the applicable Nuevo NFP for a purchase price of $100 if, in the future, the New Mexico legislature adopts legislation that permits an NFP to (i) convert to a for-profit corporation and maintain its cannabis license or (ii) sell its assets (including its cannabis license) to a for-profit corporation. The aggregate closing consideration for the acquisitions was approximately (i) $32.20 million in cash, which included a $4.50 million cash earn-out based on EBITDA of the acquired businesses for the calendar year 2021, and (ii) $17.00 million in the form of an unsecured promissory note issued by Nuevo Purchaser to RGA, the principal amount of which is payable on February 8, 2025 with interest payable monthly at an annual interest rate of 5% (the “Nuevo Note”). The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting for the RGA acquisition resulted in $6.20 million of goodwill and $28.79 million of intangibles. On February 9, 2022, the Company acquired MCG, LLC (“MCG”), which operates two dispensaries located in Denver and Manitou Springs, Colorado pursuant to the terms of an Agreement and Plan of Merger, dated November 15, 2021, with Emerald Fields Merger Sub, LLC, a wholly-owned subsidiary of the Company (“Emerald Fields”), MCG, MCG’s owners, and Donald Douglas Burkhalter, and James Gulbrandsen in their capacity as the Member Representatives, as amended on February 9, 2022 (the “MCG Merger Agreement”). Under the MCG Merger Agreement, MCG merged with and into Emerald Fields, with Emerald Fields continuing as the surviving entity. The aggregate closing consideration for the merger was $29.00 million, consisting of: (i) $16.00 million in cash; (ii) 7,145,724 shares of the Common Stock issued to the members of MCG; and (iii) an aggregate of $2.32 million was held back as collateral for potential claims for indemnification under the MCG Merger Agreement. The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting for the MCG acquisition resulted in $19.85 million of goodwill and $12.40 million of intangibles. On February 15, 2022, the Company acquired substantially all of the operating assets of Brow 2, LLC (“Brow”) related to its indoor cannabis cultivation operations located in Denver, Colorado (other than assets expressly excluded) and assumed certain liabilities for contracts acquired pursuant to the terms of the Asset Purchase Agreement, dated August 20, 2021, among Double Brow, Brow, and Brian Welsh, as the owner of Brow (the “Brow Purchase Agreement”). The acquired assets included a 37,000 square foot building, the associated lease, and equipment designed for indoor cultivation. After purchase price adjustments for pre-closing inventory, the aggregate consideration was $6.7 million, of which Double Brow paid $6.20 million at closing and held back $500,000 as collateral for potential claims for indemnification under the Brow Purchase Agreement. The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting for the Brow acquisition resulted in $1.79 million of goodwill and $3.97 million of intangibles. On May 31, 2022, the Company acquired substantially all of the operating assets of Urban Dispensary, which operates a dispensary and indoor cultivation in Colorado, pursuant to the terms of an Asset and Personal Goodwill Purchase Agreement, dated March 11, 2022, with Double Brow, Urban Health & Wellness, Inc. d/b/a Urban Dispensary (“Urban Dispensary”), Productive Investments, LLC, and Patrick Johnson (the “Urban Purchase Agreement”). Urban Dispensary operated an indoor cannabis cultivation facility and a single retail dispensary, each located in Denver, Colorado. The aggregate consideration for the Urban Dispensary acquisition was $1.32 million in cash and 1,450,381 shares of Common Stock. The Company held back 219,848 shares from the stock consideration at closing as collateral for potential claims for indemnification from Urban Dispensary under the Urban Purchase Agreement. The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting for the Urban Dispensary acquisition resulted in $398,148 of goodwill and $2.49 million of intangibles. On December 15, 2022, the Company acquired substantially all of the operating assets associated with two retail dispensaries located in Denver and Aurora, Colorado owned by Lightshade Labs LLC (“Lightshade”) pursuant to the terms of two Asset Purchase Agreements, dated September 9, 2022, among Double Brow, the Company, Lightshade, and Lightshade’s owners, Thomas Van Alsburg, Steve Brooks, and John Fritzel, as amended on December 15, 2021 (the “Lightshade Purchase Agreements”). After purchase price adjustments, the aggregate consideration for the acquisition was approximately $2.75 million, all of which was paid in cash. The Company deposited $300,000 of the purchase price in escrow as collateral for potential claims for indemnification from Lightshade under the Lightshade Purchase Agreements. The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The Lightshade dispensary acquisition resulted in $1.89 million of intangibles and $449,000 of goodwill. On May 11, 2023, the Company acquired certain of the operating assets of Cannabis Care Wellness Centers, LLC (d/b/a Smokey’s) and Green Medicals Wellness Center #5, LLC (d/b/a Smokey’s) (together referenced herein as “Smokey’s”), and assumed specific obligations of Smokey’s, pursuant to the terms of the Asset Purchase Agreement, dated January 25, 2023, among Smoke Holdco, LLC, a wholly-owned subsidiary of the Company (“Smokey’s Buyer”), Smokey’s, Jeremy Lewchuk, Thomas Wilczynski, T&B Holdings, LLC, and Thomas Wilczynski, as Representative (the “Smokey’s Purchase Agreement”). Pursuant to the Smokey’s Purchase Agreement, the Smokey’s Buyer acquired substantially all of Smokey’s’ assets related to its retail and medical cannabis stores located in Garden City, Colorado and Fort Collins, Colorado. After purchase price adjustments, the aggregate consideration for the Smokey’s acquisition was approximately $7.50 million, of which approximately $3.75 million was paid in cash and $3.75 million was paid in Company common stock. Total shares issued at closing equaled 2,884,615. The stock consideration is subject to post-closing reduction if the inventory or cash at closing is less than certain targets stated in the Smokey’s Purchase Agreement. The Company held back from issuance $600,000 from the stock consideration and $150,000 from the cash consideration as collateral for potential claims for indemnification from Smokey’s under the Smokey’s Purchase Agreement. The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting for the Smokey’s acquisition resulted in $2.16 million of goodwill and $5.28 million of intangibles, however, valuation has not been finalized. On June 1, 2023, the Company acquired 14 retail dispensaries, one cultivation facility, and one manufacturing facility in New Mexico pursuant to an Asset Purchase Agreement, dated April 21, 2023, between Evergreen Holdco, LLC, a wholly-owned subsidiary of the Company (the “Everest Purchaser”), Sucellus, LLC (the “Everest Seller”), James Griffin, Brook Laskey, William Baldwin, Andrew Dolan, and Greg Templeton, and Brook Laskey, as Representative, as amended on June 1, 2023 (the “Everest Purchase Agreement”). The Everest Purchaser acquired substantially all of the operating assets of the Everest Seller and assumed specified liabilities of the Everest Seller, subject to the terms and conditions set forth in the Everest Purchase Agreement (the “Everest Acquisition”). Pursuant to existing laws and regulations in New Mexico, the cannabis licenses for the facilities managed by the Everest Seller are held by an NFP, Everest Apothecary, Inc., (“Everest”). At the closing, the Everest Purchaser gained control over Everest by replacing the officers and directors of Everest with officers of the Company. On the same date, the Everest Purchaser entered into a separate Call Option Agreement that gives the Everest Purchaser the right to acquire 100% of the equity or 100% of the assets of Everest for a purchase price of $100 if, in the future, the New Mexico legislature adopts legislation that permits an NFP to (i) convert to a for-profit corporation and maintain its cannabis license or (ii) sell its assets (including its cannabis license) to a for-profit corporation. After purchase price adjustments and subject to post-closing adjustments, the aggregate purchase price for Everest Acquisition paid at closing was approximately $42.36 million, of which $12.50 million was paid in cash, $17.35 million was paid in the form of an unsecured promissory note issued by the Everest Purchaser to the Everest Seller (the “Everest Note”), $8.00 million was paid in Company common stock in the amount of 7,619,047 shares and $3.0 million is payable in two installment payments of $1,250,000 due to the Everest Seller on August 30, 2023 and November 28, 2023 (the “Everest Deferred Purchase Price”). In addition to the foregoing, the Everest Purchaser may be required to make a potential “earn-out” payment of up to an additional $8.00 million, payable in Company common stock priced at closing of the Everest Acquisition. The earn-out is based on the revenue performance of certain retail stores of Everest for the 12-month On June 15, 2023, the Company acquired substantially all of the operating assets of Standing Akimbo, LLC (“Standing Akimbo”) related to its medical cannabis store located in Denver, Colorado pursuant to the terms of the Asset Purchase Agreement, dated April 13, 2023 (the “Akimbo Purchase Agreement”), between Double Brow, Standing Akimbo, Spencer Kirson, and John Murphy (together with Spencer Kirson and John Murphy, the “Akimbo Equityholders”). The aggregate consideration for the acquisition was approximately $9.35 million, of which $3.75 million is payable in cash (“Akimbo Cash Consideration”) and approximately $5.54 million payable in the form of Company common stock (“Akimbo Stock Consideration” and together with the Akimbo Cash Consideration, the “Akimbo Purchase Price”). At the closing of the acquisition, the Company paid $1 million of the Akimbo Cash Consideration in cash, and approximately $4.50 million of the Akimbo Purchase Price in Company common stock for a total of 4,488,691 shares at a per share price of $1.00 per share. The Company also held back approximately $1.00 million worth of shares from the Akimbo Stock Consideration as collateral for potential claims for indemnification from Standing Akimbo and the Akimbo Equityholders under the Akimbo Purchase Agreement. The Company is obligated to pay the remainder of the Akimbo Cash Consideration over 12 fiscal quarters starting on July 15, 2023, as set forth in the Akimbo Purchase Agreement (the “Akimbo Deferred Purchase Price”). The Company utilized purchase price accounting to value assets acquired, which values such assets at approximately fair market value. The purchase price accounting for the acquisition of Standing Akimbo resulted in $1.77 million of goodwill and $7.25 million of intangibles, however, valuation has not been finalized. The Company estimates intangible assets for current acquisitions based on prior valuations of acquisitions of similar size. The Company’s policy is to record amortization on the intangible assets beginning on the purchase date. Upon the completion of valuation, the Company revises the intangible assets and related amortization as necessary. These transactions were accounted for as a business combination in accordance with ASC 805, Business Combinations (“ASC 805”). In consideration of the sale and transfer of the acquired assets the Company paid as follows: Evergreen Holdco, LLC Standing Akimbo, LLC Smoke Holdco, LLC Cash $ 12,500,000 $ 1,000,000 $ 3,750,000 Akimbo Deferred Purchase Price — 2,807,475 — Everest Deferred Purchase Price 2,385,000 — — Seller notes 17,350,291 — — Common stock 8,000,000 5,542,990 3,750,000 Expected earn-out 2,130,654 — — Total purchase price $ 42,365,945 $ 9,350,465 $ 7,500,000 Description Evergreen Holdco, LLC Standing Akimbo, LLC Smoke Holdco, LLC Assets acquired: Cash $ 1,412,722 $ 2,100 $ 800 Accounts receivable 716,440 — — Inventory 10,177,488 330,000 67,630 Fixed assets 1,443,149 — — Intangible assets 25,150,226 7,249,732 5,276,415 Goodwill 5,122,417 1,768,633 2,155,155 Operating lease right of use assets 4,610,779 — — Total assets acquired $ 48,633,221 $ 9,350,465 $ 7,500,000 Liabilities and Equity assumed: Accounts payable and accrued expenses $ 1,656,497 $ — $ — Lease liability 4,610,779 — — Total liabilities assumed 6,267,276 — — Estimated fair value of net assets acquired $ 42,365,945 $ 9,350,465 $ 7,500,000 The goodwill, which is not expected to be deductible for income tax purposes, consists largely of synergies, assembled workforce, and economies of scale expected from combining the operations of the acquired entities with the Company. The following unaudited pro forma financial information set forth below gives effect to the Evergreen Holdco, LLC acquisition as if it had occurred on January 1, 2022. Pro forma financial information is not presented for Standing Akimbo, LLC and Smoke Holdco, LLC as such results are immaterial, individually and in aggregate, to both the current and prior periods These unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of the result of operations that would have been achieved had the transaction been consummated as of that time, nor does it purport to be indicative of future financial operation results. For The Year Ended December 31, 2023 Medicine Man Technologies Evergreen Holdco, LLC Total (audited) (unaudited) (unaudited) Pro forma revenue $ 43,324,816 9,152,029 $ 52,476,845 Pro forma net income: Pre- acquisition net income 1,697,236 Pro forma adjustments: (a) Transaction costs 232,853 (a) (b) Interest expense on Everest Note (91,146) (b) (c) Depreciation and intangible amortization (783,042) (c) (d) Income tax expense (1,025,000) (d) Total pro forma adjustments (1,666,335) Total pro forma net income $ (32,970,793) 30,901 $ (32,939,892) a) Includes removal of transaction costs associated with the acquisition as they will be reflected as of the beginning of the earliest period presented (January 1, 2022). These costs were included as selling, general and administrative expenses in the statement of comprehensive (loss) income. b) To record interest on Everest Note of 5% per annum. c) To record depreciation of fixed assets and amortization of intangible assets related to fixed assets and intangible assets acquired in the transaction. d) To record provision for income tax based on the estimated effective tax rate of 28.6% applied to income taxable under IRC Section 280E. For The Year Ended December 31, 2022 Medicine Man Technologies Evergreen Holdco, LLC Total (audited) (unaudited) (unaudited) Pro forma revenue $ 159,379,219 22,439,548 $ 181,818,767 Pro forma net income: Pre- acquisition net income 3,878,250 Pro forma adjustments: (a) Transaction costs (232,853) (a) (b) Interest expense on Everest Note (218,750) (b) (c) Depreciation and intangible amortization (1,879,302) (c) Total pro forma adjustments (2,330,905) Total pro forma net income $ (18,467,615) 1,547,345 (16,920,270) a) Includes removal of transaction costs associated with the acquisition as they will be reflected as of the beginning of the earliest period presented (January 1, 2022). These costs were included as selling, general and administrative expenses in the statement of comprehensive (loss) income. b) To record interest on Everest Note of 5% per annum. c) To record depreciation of fixed assets and amortization of intangible assets related to fixed assets and intangible assets acquired in the transaction. Asset Acquisitions On December 15, 2022, the Company acquired certain operating assets of a retail dispensary of Pikes Peak Industries LLC d/b/a Bud EZ (“Bud EZ”) for $200,020 in cash consideration pursuant to the terms of a License Purchase Agreement, dated August 31, 2022, by and among the Company, Double Brow, Bud EZ, and John Jackson. Bud EZ operates a medical retail dispensary in Colorado Springs, Colorado. In two separate closings on June 16, 2023, and September 13, 2023, the Company acquired a retail marijuana license and a medical marijuana license, respectively, from Stellar. Pursuant to the terms of the License Transfer Agreement, as amended and restated on April 17, 2023, the aggregate consideration for the Stellar medical and retail licenses was $3 million in cash. The Company held back $300,000 from the cash consideration as collateral for potential claims for indemnification from Stellar. Acquisition related expenses incurred during the years ended December 31, 2023, and 2022, totaled $4.78 million and $6.82 million, respectively, and were recorded within selling, general and administrative expenses in the accompanying consolidated statement of comprehensive (loss) and income. |
Goodwill Accounting
Goodwill Accounting | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill Accounting | |
Goodwill Accounting | 8. Goodwill Accounting The Company accounts for acquisitions in which it obtains control of one or more businesses as a business combination. The purchase price of the acquired businesses is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over those fair values is recognized as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments, in the period in which they are determined, to the assets acquired and liabilities assumed with the corresponding offset to goodwill. If the assets acquired are not a business, the Company accounts for the transaction or other event as an asset acquisition. Under both methods, the Company recognizes the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity. In addition, for transactions that are business combinations, the Company evaluates the existence of goodwill or a gain from a bargain purchase. The Company performed its annual fair value assessment as of December 31, 2023, on its subsidiaries with material goodwill on their respective balance sheets and recognized a goodwill impairment charge of $1,801,740. Impairment is recorded when the carrying values of the reporting units exceed the estimated fair value of such amounts. As of December 31, 2022, acquisition valuations that resulted in goodwill were recorded with Other until final valuation was completed. Upon final valuation in 2023, the Company reclassified acquisition valuations that resulted in intangible assets from goodwill and correctly categorized amongst our Retail, Wholesale and Other segments. During 2023, the Company began estimating the valuation amongst intangible assets and segments upon the initial recording of the valuation from the acquisitions. As of December 31, 2022 and 2023, the goodwill balance in Other and the measurement-period adjustment to prior year acquisition mostly relates to Retail and Wholesale segments. As of December 31, 2023, the balance of goodwill, by segment, consisted of the following: Retail Wholesale Other Total Balance as of January 1, 2023 $ 52,583,794 $ 7,219,936 $ 34,801,571 $ 94,605,301 Goodwill acquired during the period 9,046,205 — — 9,046,205 Measurement-period adjustment to prior year acquisition (5,565,567) — (28,785,000) (34,350,567) Goodwill Impairment during 2023 (104,148) (1,697,592) — (1,801,740) Balance as of December 31, 2023 $ 55,960,284 5,522,344 $ 6,016,571 $ 67,499,199 As of December 31, 2022, the balances of goodwill, by segment, consisted of the following: Retail Wholesale Other Total Balance as of January 1, 2022 $ 26,349,025 13,964,016 $ 3,003,226 $ 43,316,267 Goodwill acquired during the period 25,594,768 1,792,000 34,981,571 62,368,339 Measurement-period adjustment to prior year acquisition 640,001 — — 640,001 Goodwill Impairment during 2022 — (8,536,080) (3,183,226) (11,719,306) Balance as of December 31, 2022 $ 52,583,794 7,219,936 $ 34,801,571 $ 94,605,301 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets | |
Intangible Assets | 9. Intangible Assets Intangible assets are recorded at cost less accumulated amortization and impairment losses, if any. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Amortization of definite life intangibles is provided on a straight-line basis over their estimated useful lives. The estimated useful lives, residual values, and amortization methods are reviewed at each year end, and any changes in estimates are accounted for prospectively. As of December 31, 2023 and 2022 intangible assets were comprised of the following: December 31, 2023 December 31, 2022 Gross Gross Carrying Accumulated Carrying Accumulated Amount Amortization Amount Amortization License agreements $ 183,740,142 $ (25,092,938) $ 111,491,280 $ (12,154,237) Tradename 7,931,500 (3,757,875) 6,021,500 (1,862,242) Customer relationships 5,150,000 (2,210,119) 5,150,000 (1,474,405) Non-compete 2,053,000 (1,645,833) 1,265,000 (765,556) Product license and registration — — 57,300 (21,783) Trade secret — — 32,500 (12,639) Total Intangible Assets $ 198,874,642 $ (32,706,765) $ 124,017,580 $ (16,290,862) Amortization expense for the years ended December 31, 2023 and 2022 was $16,415,903 and $8,638,112, respectively. No impairment charges were recorded for the years ended December 31, 2023 and 2022. 2024 $ 15,124,635 2025 14,781,757 2026 13,970,580 2027 13,330,407 2028 12,492,489 Thereafter 96,468,009 Total future projected annual amortization expense $ 166,167,877 |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Liabilities | |
Derivative Liabilities | 10. Employee Common Stock During the year ended December 31, 2019, the Company entered into employment agreements with certain key officers that contained contingent consideration provisions based upon the achievement of certain market condition milestones. The Company determined that each of these vesting conditions represented derivative instruments. On January 8, 2019, the Company granted the right to receive 500,000 shares of restricted Common Stock to an officer, which was set to vest when the Company’s stock price appreciated to $8.00 per share with defined minimum average daily trading volume thresholds. This right expired on January 8, 2022. On June 11, 2019, the Company granted the right to receive 1,000,000 shares of restricted Common Stock to an officer, which was set to vest when the Company’s stock price appreciated to $0 per share with defined minimum average daily trading volume thresholds. This right expired January 8, 2022. The Company accounts for derivative instruments in accordance with the GAAP accounting guidance under ASC 815 Derivatives and Hedging Activities The fair value of these derivative liabilities was $0 as of December 31, 2023 and 2022, respectively as these rights expired on January 8, 2022. Investor Note The Company issued Investor Notes in an aggregate principal amount of $95.00 million on December 7, 2021. The Company accounts for derivative instruments in accordance with the GAAP accounting guidance under ASC 815 Derivatives and Hedging Activities The fair value of these derivative liabilities is $638,020 and $16,508,253 as of December 31, 2023 and 2022, respectively. The change in the fair value of derivative liabilities is a decrease of $15,870,232 and $18,414,760 for the years ended December 31, 2023 and 2022, respectively. The Company recorded $8,523,493 and $7,484,613 in amortization related to the debt discount for the year ended December 31, 2023 and 2022, respectively. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt | |
Debt | 11. Debt Term Loan payments beginning on June 1, 2023, in the amount of $750,000, payable quarterly with the remainder of the principal due upon maturity on February 26, 2025. Under the terms of the loan, the Company must comply with certain restrictions. These include customary events of default and various financial covenants including, maintaining (i) a consolidated fixed charge coverage ratio of at least 1.3 at the end of each fiscal quarter beginning in the first quarter of 2022, and (ii) a minimum of $3 million in a deposit account in which the lender has a security interest. As of December 31, 2023, the Company was in compliance with the requirements described above. Seller Notes st Investor Notes – The Investor Notes were issued pursuant to an Indenture, dated December 7, 2021, among the Company, the Subsidiary Guarantors, Ankura Trust Company, LLC, as trustee, and Chicago Atlantic Admin, LLC, as collateral agent for the Investor Note holders. The Investor Notes will mature five years after issuance unless earlier repurchased, redeemed, or converted. The Investor Notes bear interest at 13% per year paid quarterly commencing March 31, 2022 in cash for an amount equal to the amount payable on such date as if the Investor Notes were subject to an annual interest rate of 9%, with the remainder of the accrued interest payable as an increase to the principal amount of the Investor Notes. The proceeds from the Investor Notes are required to be used to fund previously identified acquisitions and other growth initiatives. The principal is due December 7, 2026. Nuevo Note As part of the acquisition under the Nuevo Purchase Agreement, the company entered into a deferred payment arrangement with the sellers requiring the Company to make payments on an aggregate amount of $17.0 million. The deferred payment arrangement incurs 5% interest per year, payable on the first of each month. The principal is due February 7, 2025. Everest Note Akimbo Deferred Purchase Price entered into an agreement to pay $2.8 million of the Akimbo Cash Consideration over 12 fiscal quarters starting on July 15, 2023. The Akimbo Deferred Purchase Price arrangement incurs 5% of imputed interest payable over four years starting on July 15, 2023. The following tables sets forth our indebtedness as of December 31, 2023 and 2022, respectively, and future obligations: December 31, December 31, 2023 2022 Term loan dated February 26, 2021, in the original amount of $10,000,000. An additional $5,000,000 was added to the loan agreement on July 28, 2021. Interest of 15% per annum, due quarterly. Principal payments begin June 1, 2023. $ 12,750,000 $ 15,000,000 Seller notes dated December 17, 2020, in the original amount of $44,250,000. Interest of 12% per annum, due monthly. Principal payments begin December 17, 2025. 44,250,000 44,250,000 Investor note dated December 3, 2021, in the original amount of $95,000,000. Interest of 13% per annum, 9% payable in cash and 4% accreting to the principal amount. 103,142,994 99,118,391 Nuevo note dated February 7, 2022, in the original amount of $17,000,000. Interest of 5% per annum, due monthly. Principal balance is due February 7, 2025. 17,000,000 17,000,000 Everest note dated June 1, 2023, in the original amount of $17,350,291. Interest of 5% per annum, due quarterly. Principal payments begin August 30, 2023. 14,984,375 — Akimbo Deferred Purchase Price effective June 15, 2023, in the original amount of $2,807,474. Imputed interest of 5% per annum. Principal payments begin July 15, 2023. 2,069,172 — Less: unamortized debt issuance costs (4,917,644) (6,603,695) Less: unamortized debt discount (32,469,683) (40,993,176) Total long-term debt 156,809,214 127,771,520 Less: current portion of long-term debt (3,547,011) (2,250,000) Long term debt and unamortized debt issuance costs $ 153,262,203 $ 125,521,520 Unamortized Principal Debt Issuance Unamortized Net Long Payments Costs Debt Discount Term Debt 2024 3,547,011 1,686,049 9,734,935 (7,873,973) 2025 42,128,139 1,686,049 11,057,799 29,384,291 2026 135,634,107 1,545,546 11,676,949 122,411,612 2027 12,887,284 — — 12,887,284 Total $ 194,196,541 $ 4,917,644 $ 32,469,683 $ 156,809,214 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Leases | 12. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. Leases with a term greater than one year are recognized on the balance sheet at the time of lease commencement or modification of an ROU operating lease asset and a lease liability, initially measured at the present value of the lease payments. Lease costs are recognized in the income statement over the lease term on a straight-line basis. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. The Company’s leases consist of real estate leases for office, retail, cultivation, and manufacturing facilities. The Company elected to combine the lease and related non-lease components for its operating leases. The Company’s operating leases include options to extend or terminate the lease, which are not included in the determination of the ROU asset or lease liability unless reasonably certain to be exercised. The Company’s operating leases have remaining lease terms of less than ten years. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. As the Company’s leases do not provide an implicit rate, we used an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The discount rate used in the computations ranged between 6% and 12%. Balance Sheet Classification of Operating Lease Assets and Liabilities Balance Sheet Line December 31, 2023 Asset Operating lease right of use assets Noncurrent assets $ 34,233,142 Liabilities Lease liabilities Current liabilities $ 4,922,724 Lease liabilities Noncurrent liabilities 30,133,452 Maturities of Lease Liabilities The following table presents the Company’s future minimum lease obligation under ASC 842 as of December 31, 2023: 2024 $ 8,753,538 2025 7,704,717 2026 6,935,556 2027 5,409,672 2028 4,643,953 Thereafter 21,381,630 Total future minimum lease obligations $ 54,829,065 Less: interest (19,772,889) Present value of lease liabilities $ 35,056,176 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity | |
Stockholders' Equity | 13. Stockholders’ Equity The Company is authorized to issue two classes of stock, Common Stock, par value $0.001 per share and Series A Cumulative Convertible Preferred Stock, par value $0.001 per share (“Preferred Stock”). Preferred Stock The number of shares of Preferred Stock authorized is 10,000,000, par value $0.001 per share. The Preferred Stock may be divided into such number or series as the Board may determine. The Board is authorized to determine and alter the rights, preferences, privileges, and restrictions granted and imposed upon any wholly unissued series of preferred stock, and to fix the number and designation of shares of any series of Preferred Stock. The Board, within limits and restrictions stated in any resolution of the Board, originally fixing the number of shares constituting any series may increase or decrease, but not below the number of such series then outstanding, the shares of any subsequent series. The Company had 85,534 shares of Preferred Stock issued, of which 944 were held in escrow and were non-voting, as of December 31, 2023 and 86,994 shares of Preferred Stock issued, of which 944 were held in escrow and were non-voting, as of December 31, 2022. Among other terms, each share of Preferred Stock (i) earns an annual dividend of 8% on the “preference amount,” which initially is equal to the $1,000 per-share purchase price and subject to increase, by having such dividends automatically accrete to, and increase, the outstanding preference amount; (ii) is entitled to a liquidation preference under certain circumstances, (iii) is convertible into shares of Common Stock by dividing the preference amount by $1.20 per share under certain circumstances, and (iv) is subject to a redemption right or obligation under certain circumstances. Accumulated and declared preferred dividends were $8,154,993 and $7,802,809 as of December 31, 2023 and December 31, 2022, respectively. Conversion of Preferred Stock to Common Stock On September 6, 2023, a holder of Preferred Stock converted 500 shares of Preferred Stock into 514,512 of Common Stock. On December 18, 2023, two holders of Preferred Stock converted 480 shares of Preferred Stock each, resulting in 504,108 shares of Common Stock for one holder and 504,108 shares of Common Stock for the other. Common Stock The Company is authorized to issue 250,000,000 shares of Common Stock at a par value of $0.001. The Company had 74,888,392 shares of Common Stock issued, and 73,968,242 shares of Common Stock outstanding, 920,150 of treasury stock as of December 31, 2023, and 56,352,545 shares of Common Stock issued, 55,212,547 shares of Common Stock outstanding, 920,150 of treasury stock and 219,848 shares of Common Stock in escrow as of December 31, 2022. Common Stock Issued as Compensation to Employees, Officers, and Directors For the year ended December 31, 2022, the Company issued 929,941 shares of Common Stock valued at $1,027,288 to employees, officers, and directors as compensation. For the year ended December 31, 2023, the Company issued 1,224,400 shares of Common Stock valued at $974,093 to employees, officers, and directors as compensation. Equity Incentive Plan The Company previously adopted the Medicine Man Technologies, Inc. 2017 Equity Incentive Plan, as amended (the “Equity Plan”), which permits the Company to grant stock awards, incentive stock option awards (“ISO Awards”), non-statutory stock options, restricted stock, restricted stock units (“RSUs”), and performance stock units (“PSUs”) to certain qualifying employees and individuals. ISO Awards granted under the Equity Plan are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant, and the ISO Awards generally vest in four equal installments starting on the first anniversary of the grant date, subject to continuous service at the Company. ISO Awards under the Equity Plan generally have 10-year contractual terms and remain outstanding during the contractual life of the award unless forfeited prior to exercise, subject to the terms of the Equity Plan and the applicable award agreement. Effective May 3, 2023, the Company adopted and implemented the Medicine Man Technologies, Inc. 2023 Long-Term Incentive Plan (the “LTIP”), pursuant to which the Company awarded ISO Awards and PSUs to certain employees and management of the Company (the “LTIP Awards”). The LTIP Awards will vest over four years, with the ISO Awards vesting on each anniversary of the grant date and the PSU Awards to vest over four years on each anniversary of the grant date subject to satisfaction or completion of performance criteria set annually by the Board. The first installment of PSUs included in the LTIP Awards have assumed performance criteria has been met for the 2023 fiscal year, and 25% of the PSUs awarded in the LTIP Awards will vest on May 3, 2024. The Company recognized $3,574,831 and $2,672,713 in expense for stock-based compensation from Common Stock options, RSUs and PSUs issued to employees, officers, and directors during the years ended December 31, 2023 and 2022, respectively. The following table summarizes the ISO Awards activity granted under the Equity Plan as of the year ended December 31, 2023 and 2022. Options Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2023 10,356,500 $ 2.13 7.08 $ 772,996 Granted 7,145,000 1.14 9.23 — Forfeited (991,500) 1.36 — — Vested (2,061,250) 2.05 — — Balance at December 31, 2023 14,448,750 $ 1.86 6.16 $ — Exercised — — — — Exercisable at December 31, 2023 14,448,750 $ 1.86 6.16 — The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on December 31, 2023 and 2022, respectively, and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options on December 31, 2023 and 2022. This amount will change in future periods based on the fair market value of the Company’s shares and the number of options outstanding. The Company used the Black-Scholes option pricing model to estimate the fair value of the options granted during year ended December 31, 2023 and 2022, using the following ranges of assumptions: December 31, 2023 December 31, 2022 Risk free rate 3.88% 3.96% Expected dividend yield 0% 0% Expected volatility 75.97% 78.97% Expected option life 4.75 to 6.25 years 4.75 to 6.25 years The following table summarizes the number of unvested RSU awards under the LTIP as of December 31, 2023 and 2022. Options Shares Weighted-Average Grant Date Fair Value Unvested shares at January 1, 2023 — $ — Granted 1,600,000 1.03 Exercised — — Forfeited or expired — — Vested (400,000) 1.03 Unvested at December 31, 2023 1,200,000 $ 1.03 The following table summarizes the number of unvested PSU awards under the LTIP as of December 31, 2023 and 2022. Performance Share Units Units Weighted-Average Grant Date Fair Value Unvested shares at January 1, 2023 - $ - Granted 702,432 1.03 Exercised - - Forfeited or expired (25,976) 1.03 Vested - - Unvested at December 31, 2023 676,456 $ 1.03 The following table summarizes the ISO Awards activity granted under the LTIP as of December 31, 2023 and 2022. Options Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2023 — $ — — $ — Granted 702,432 1.03 9.35 — Forfeited (25,976) 1.03 — — Vested — — — — Balance at December 31, 2023 676,456 $ 1.03 9.35 $ — Exercised — — — — Exercisable at December 31, 2023 676,456 $ 1.03 9.35 — Other Equity Awards During 2021, the company granted an option award outside of the Equity Plan to a former officer As permitted under ASC 718, the Company has an accounting policy to account for forfeitures when they occur. Common and Preferred Stock Issued as Payment for Acquisitions On July 21, 2021, the Company issued 2,213,994 shares of Common Stock valued at $5,377,786 of which 221,400 shares valued at $537,779 were placed in escrow for the acquisition of Southern Colorado Growers. In December 2022, the Company released 205,384 shares of escrow valued at $499,083 and cancelled 16,016 shares valued at $38,919 for satisfaction of indemnity claims pursuant to the asset purchase agreement with Southern Colorado Growers. During 2022, the Company issued 1,146,099 shares of Common Stock valued at $1,948,620 for the acquisition of Drift. Between February and May 2022, the Company issued 7,145,724 shares of Common Stock valued at $11,592,854 for the acquisition of MCG. On May 31, 2022, the Company issued 1,450,381 shares of Common Stock valued at $1,900,000 for the acquisition of Urban Dispensary, of which 219,848 shares valued at $288,000 were held back as collateral for satisfaction of potential indemnity claims pursuant to the underlying purchase agreement. In December 2023, the Company released 182,262 shares of escrow valued at $238,763 and cancelled 37,586 shares valued at $49,237 for satisfaction of indemnity claims pursuant to the asset purchase agreement with Urban Dispensary. On May 11, 2023, the Company issued 2,884,615 shares of Common Stock valued at $3,150,000 for the acquisition of Smokey’s. On June 1, 2023, the Company issued 7,619,047 shares of Common Stock valued at $8,000,000 for the acquisition of Everest. On June 15, 2023, the Company issued 4,488,691 shares of Common Stock valued at $4,488,692 for the acquisition of Standing Akimbo. On December 29, 2023, the Company issued 555,567 shares of Common Stock valued at $583,346 for the acquisition of Everest. Warrants The Company accounts for Common Stock purchase warrants in accordance with ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity During the year ended December 31, 2020, the Company issued 187,500 Common Stock purchase warrants to an accredited investor with an exercise price of $3.50 per share with an expiration date of three years from the date of issuance. The Company estimated the fair value of these warrants at date of grant using the Black-Scholes option pricing model using the following inputs: (i) stock price on the date of grant of $3.50 , (ii) the contractual term of the warrant of three years , (iii) a risk-free interest rate ranging between 0.21% - 0.38% and (iv) an expected volatility of the price of the underlying Common Stock ranging between 173.07% - 187.52% . As of December 31, 2023, the 187,500 Common Stock purchase warrants have expired. During 2021, the Company issued warrants to purchase an aggregate of 5,531,250 shares of Common Stock as purchase consideration for the acquisition of certain Star Buds assets. These warrants have an exercise price of $1.20 per share and expiration dates five years from the date of issuance. In addition, the Company issued a warrant to purchase an aggregate of 1,500,000 shares of Common Stock to SHWZ Altmore, LLC in connection with entering into the Loan Agreement. This warrant has an exercise price of $2.50 per share and expires five years from the date of issuance. The Company estimated the fair value of these warrants at date of grant using the Black-Scholes option pricing model using the following inputs: (i) stock price on the date of grant of $1.20 or $2.50, respectively, (ii) the contractual term of the warrant of five years, (iii) a risk-free interest rate ranging between 0.21% - 1.84% and (iv) an expected volatility of the price of the underlying Common Stock ranging between 157.60% - 194.56%. The following table reflects the change in Common Stock purchase warrants: Equity Classified Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life Balance as of December 31, 2022 7,218,750 $ 1.76 2.99 Warrants exercised — — — Warrants forfeited/expired (187,500) — — Warrants issued — — — Balance as of December 31, 2023 7,031,250 $ 1.48 2.11 |
Earnings per share (Basic and D
Earnings per share (Basic and Dilutive) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings per share (Basic and Dilutive) | |
Earnings per share (Basic and Dilutive) | 14. Earnings per share (Basic and Dilutive) The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share The following is a reconciliation of the numerator and denominator used in the basic and diluted EPS calculations for the years ended December 31, 2023 and 2022: For the Year Ended December 31, 2023 2022 Numerator: Net income (loss) $ (34,549,344) $ (18,467,615) Less: Accumulated preferred stock dividends for the period (8,154,993) (7,802,809) Net income (loss) attributable to common stockholders $ (42,704,337) $ (26,270,424) Denominator: Weighted-average shares of common stock 64,535,245 53,637,003 Basic earnings (loss) per share $ (0.66) $ (0.49) Numerator: Net income (loss) attributable to common stockholders – Basic (42,704,337) (26,270,424) Add: Investor note accrued interest 1,686,051 4,007,557 Add: Investor note amortized debt discount 8,523,493 7,484,613 Less: Loss on derivative liability related to investor note 15,870,233 (18,414,760) Net income (loss) attributable to common stockholders – dilutive $ (16,624,560) $ (33,193,014) Denominator: Weighted-average shares of common stock 64,535,245 53,637,003 Dilutive effect of investor notes 50,603,812 49,379,715 Diluted weighted-average shares of common stock 115,139,056 103,016,719 Diluted earnings (loss) per share $ (0.66) $ (0.49) Basic net loss per share attributable to common stockholders is computed by dividing reported net loss attributable to common stockholders by the weighted average number of common shares outstanding for the reported period. Note that for purposes of basic loss per share calculation, stock purchase warrants, vested stock options, shares of Preferred Stock and RSUs are excluded from the calculation as for the years ended December 31, 2023 and 2022, as the inclusion of the common share equivalents would be anti-dilutive. |
Tax Provision
Tax Provision | 12 Months Ended |
Dec. 31, 2023 | |
Tax Provision | |
Tax Provision | 15. Tax Provision As the Company operates in the cannabis industry, it is subject to the limitations of IRC Section 280E under which the Company is only allowed to deduct expenses directly related to sales of product. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E. Therefore, the effective tax rate can be highly variable and may not necessarily correlate with pre-tax income or loss. The following table sets forth the components of income tax (benefit) expense for the years ended December 31, 2023 and 2022: December 31, December 31, 2023 2022 Current: Federal $ 20,745,917 $ 17,127,037 State 1,900,829 483,037 Total current tax expense $ 22,646,746 $ 17,610,074 December 31, December 31, 2023 2022 Deferred: Federal $ (725,879) $ (611,750) State (2,180,272) (2,100,260) Total deferred tax expense (benefit) $ (2,906,151) $ (2,712,010) The following table sets forth a reconciliation of income tax expense (benefit) at the federal statutory rate to recorded income tax expense (benefit) for the years ended December 31, 2023 and 2022: December 31, December 31, 2023 2022 Income (loss) before income taxes $ (15,408,802) $ (3,569,552) Statutory tax rate 21% 21% Expense (benefit) based on statutory rates (3,235,848) (749,606) State income taxes (1,171,514) (949,986) Expenses disallowed under IRC Section 280E 19,957,552 16,308,522 Stock-based compensation 89,286 177,912 Remeasurement on derivative liability (3,332,749) (3,867,100) Nondeductible penalties 1,796,633 - Other permanent differences 941,328 244,130 Change in valuation allowance - (2,062,697) Change in state rate 17,230 (176,568) Return to provision 3,416,949 4,890,722 Deferred tax true-up 1,058,492 1,082,735 Other adjustments 203,236 - Total income tax expense $ 19,740,595 $ 14,898,064 The following tables set forth the components of deferred income taxes as of December 31, 2023 and 2022: December 31, December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 1,619,741 $ — Interest expense carryforwards 2,744,673 1,129,939 Goodwill and intangible assets 2,573,017 2,359,197 Lease liabilities 3,275,084 1,705,867 Share based compensation accruals 219,966 598,861 Loyalty points 365,565 412,218 Fixed assets 235,839 367,776 Capitalized transaction costs 114,269 217,320 Bad debt allowance 26,953 36,742 Accrued expenses 48,600 8,537 Net deferred tax assets 11,223,707 6,836,457 Deferred tax liabilities: Goodwill and intangible assets 5,902,988 5,594,714 Operating leases 3,206,284 1,595,394 Unrealized loss 117,946 117,750 Cash-to-accrual — 30,669 Net deferred tax liabilities 9,227,218 7,338,527 Total net deferred tax assets (liabilities) $ 1,996,489 $ (502,070) As of December 31, 2023, the Company has gross Federal net operating loss carryforwards of $3,266,624, which can be carried forward indefinitely, and gross state net operating loss carryforwards of $18,642,171, which begin to expire in 2040. Federal and State tax laws impose significant restrictions on the utilization of tax attribute carryforwards in the event of a change in ownership of the Company, as defined by IRC Section 382. The Company has not completed a formal IRC 382 analysis but plans on doing so prior to utilizing its net operating losses. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. At December 31, 2022, the Company released its $2,062,697 valuation allowance that was recorded on all deferred tax assets as the Company had additional sources of income, primarily related to acquired deferred tax liabilities with known reversal periods, that result in future taxable income in excess of its deferred tax assets as of December 31, 2022. As of December 31, 2023, the Company continues to have no valuation allowance recorded on its deferred tax assets as it believes it is more likely than not that its deferred tax assets will be realized in future periods. The Company is subject to examination of its income tax returns for the tax years where the statute of limitations remains open. Because tax matters that may be challenged by tax authorities are typically complex, the ultimate outcome of these challenges is uncertain. The Company recognizes the impact of a tax position only after determining that it is more likely than not that the tax position will be sustained upon examination. As of December 31, 2023 and 2022, the Company had no uncertain tax positions nor unrecognized tax benefits and does not expect this to significantly change within the next twelve months. The Company files income tax returns in the United States, Colorado, and New Mexico. The federal statute of limitations remains open for the 2018 tax year to present. The state statutes of limitations remain open for the 2019 tax year through present. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions. | |
Related Party Transactions | 16. Related Party Transactions Transactions with Jonathan Berger On May 4, 2022, and June 14, 2022, the Company issued 40,463 shares of Common Stock valued at $70,001 and 22,728 shares of Common Stock valued at $35,001, respectively, to Mr. Berger as compensation for services on the Board. On June 24, 2022, the Company issued 19,085 shares of Common Stock valued at $25,001 to Mr. Berger as compensation for services as the Chair of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee of the Board. On September 22, 2022, the Company issued 102,355 shares of Common Stock valued at $100,000 to Mr. Berger as compensation for services as Lead Independent Director of the Board. On April 5, 2023, the Company issued 50,971 shares of Common Stock valued at $52,500 to Mr. Berger as compensation for services on the Board. On May 3, 2023, the Company issued 12,136 shares of Common Stock valued at $12,500 to Mr. Berger as compensation for services as the Chair of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee of the Board. On September 29, 2023, the Company issued 40,900 shares of Common Stock valued at $32,311 to Mr. Berger as compensation for services on the Board and the Audit Committee, and, for the period from July 1, 2023 to August 2, 2023, for services as Chair of the Compensation Committee, and Nominating and Corporate Governance Committee of the Board. On December 29, 2023, the Company issued 89,080 shares of Common Stock valued at $54,250 to Mr. Berger as compensation for services on the Board and, for services as Chair of the Audit Committee of the Board. Transactions with Jeffrey Cozad and Entities Affiliated with Jeffrey Cozad On February 26, 2021, the Company entered into a Securities Purchase Agreement (the “CRW SPA”) with CRW pursuant to which the Company issued and sold 25,350 shares of Series A Preferred Stock to CRW at a price of $1,000 per share for aggregate gross proceeds of $25,350,000. The transaction made CRW a beneficial owner of more than 5% of the Company’s common stock. The Company granted CRW certain demand and piggyback registration rights with respect to the shares of common stock issuable upon conversion of the Series A Preferred Stock under the CRW SPA. On the same date, the Company entered into a letter agreement with CRW, granting CRW the right to designate one individual for election or appointment to the Board and Board observer rights. Under the letter agreement, for as long as CRW has the right to designate a Board member, if the Company, directly or indirectly, plans to issue, sell or grant any securities or options to purchase any of its securities, CRW has a right to purchase its pro rata portion of such securities, based on the number of shares of Series A Preferred Stock beneficially held by CRW on the applicable date on an as-converted to common stock basis divided by the total number of shares of common stock outstanding on such date on an as-converted, fully-diluted basis (taking into account all outstanding securities of the Company regardless of whether the holders of such securities have the right to convert or exercise such securities for common stock at the time of determination). Further, under the letter agreement, the Company paid CRW Capital, LLC, the sole manager of CRW and a holder of a carried interest in CRW, a monitoring fee equal to $150,000 in monthly installments of $12,500. The Company paid CRW the final monitoring fee of $25,000 during 2022 and $0 monitoring fees during 2023. On March 14, 2021, the Board appointed Jeffrey A. Cozad as a director to fill a vacancy on the Board. Mr. Cozad is a co-manager and owns 50% of CRW Capital, LLC, and he shares voting and disposition power over the shares of Series A Preferred Stock held by CRW with Mr. Rubin. Mr. Cozad and his family members indirectly own membership interests in CRW. On December 7, 2021, the Company entered into a Securities Purchase Agreement with Cozad Investments, L.P. pursuant to which the Company issued an Investor Note in the aggregate principal amount of $250,000 to Cozad Investments, L.P. for $245,000 in cash. The Investor Note bears interest at 13% per year payable quarterly commencing March 31, 2022 in cash for an amount equal to the amount payable on such date as if the Investor Note was subject to an annual interest rate of 9% with the remainder of the accrued interest payable as an increase to the principal amount of the Note. Mr. Cozad is the majority owner of Cozad Investments, L.P, and a member of the Board. On May 4, 2022, and June 14, 2022, the Company issued 40,463 shares of Common Stock valued at $70,001 and 22,728 shares of Common Stock valued at $35,001, respectively, to Mr. Cozad as compensation for service on the Board. On April 5, 2023, the Company issued 50,971 shares of Common Stock valued at $52,500 to Mr. Cozad as compensation for service on the Board. On September 29, 2023, the Company issued 34,253 shares of Common Stock valued at $27,060 to Mr. Cozad as compensation for service on the Board and, for the period from August 2, 2023, to September 30, 2023, for services as the Chair of the Nominating and Corporate Governance Committee of the Board. On December 29, 2023, the Company issued 45,156 of Common Stock valued at $27,500 to Mr. Cozad as compensation for service on the Board and, for services as the Chair of the Nominating and Corporate Governance Committee of the Board. Transactions with Justin Dye and Entities Affiliated with Justin Dye The Company has participated in several transactions involving Dye Capital, Dye Capital Cann Holdings, LLC (“Dye Cann I”), Dye Capital Cann Holdings II, LLC (“Dye Cann II”), and Dye Capital LLLP (“Dye LLLP”). Justin Dye, the Company’s former Chief Executive Officer, current Chairman of the Board, and one of the largest beneficial owners of Common Stock and Preferred Stock, controls Dye LLLP and Dye Capital, and Dye Capital controls Dye Cann I and Dye Cann II. Dye Cann I is the largest holder of the Company’s outstanding Common Stock. Dye Cann II is a significant holder of our Preferred Stock. Mr. Dye has sole voting and dispositive power over the securities held by Dye Capital, Dye Cann I, and Dye Cann II. The Company entered into a Securities Purchase Agreement with Dye Cann I on June 5, 2019, (as amended, the “Dye Cann I SPA”) pursuant to which the Company agreed to sell to Dye Cann I up to between 8,187,500 and 10,687,500 shares of Common Stock in several tranches at $2.00 per share and warrants to purchase 100% of the number of shares of Common Stock sold at a purchase price of $3.50 per share. At the initial closing on June 5, 2019, the Company sold to Dye Cann I 1,500,000 shares of Common Stock and warrants to purchase 1,500,000 shares of Common Stock for gross proceeds of $3,000,000, and the Company has consummated subsequent closings for an aggregate of 9,287,500 shares of Common Stock and warrants to purchase 9,287,500 shares of Common Stock for aggregate gross proceeds of $18,575,000 to the Company. The Company and Dye Cann I entered into a first amendment to the Dye Cann I SPA on July 15, 2019, a second amendment to the Dye Cann I SPA on May 20, 2020, and a Consent, Waiver and Amendment on December 16, 2020. At the time of the initial closing under the Dye Cann I SPA, Justin Dye became a director and the Company’s Chief Executive Officer. The Company granted Dye Cann I certain demand and piggyback registration rights with respect to the shares of Common Stock sold under the Dye Cann I SPA and issuable upon exercise of the warrants sold under the Dye Cann I SPA. The Company also granted Dye Cann I the right to designate one or two individuals for election or appointment to the Company’s board of directors (the “Board”) and Board observer rights. Further, under the Dye Cann I SPA, until June 5, 2022, if the Company desires to pursue debt or equity financing, the Company must first give Dye Cann I an opportunity to provide a proposal to the Company with the terms upon which Dye Cann I would be willing to provide or secure such financing. If the Company does not accept Dye Cann I’s proposal, the Company may pursue such debt or equity financing from other sources but Dye Cann I has a right to participate in such financing to the extent required to enable Dye Cann I to maintain the percentage of Common Stock (on a fully-diluted basis) that it then owns, in the case of equity securities, or, in the case of debt, a pro rata portion of such debt based on the percentage of Common Stock (on a fully-diluted basis) that it then owns. The warrants granted to Dye Cann I pursuant to the Dye Cann I SPA expired during 2022 and 2023. The Company entered into a Securities Purchase Agreement (as amended, the “Dye Cann II SPA”) with Dye Cann II on November 16, 2020, pursuant to which the Company agreed to sell to Dye Cann II shares of Preferred Stock in one or more tranches at a price of $1,000 per share. The Company and Dye Cann II entered into an amendment to the Dye Cann II SPA on December 16, 2020, a second amendment to the Dye Cann II SPA on February 3, 2021, and a third amendment to the Dye Cann II SPA on March 30, 2021. The Company issued and sold to Dye Cann II 7,700 shares of Preferred Stock on December 16, 2020, 1,450 shares of Preferred Stock on December 18, 2020, 1,300 shares of Series Preferred Stock on December 22, 2020, 3,100 shares of Preferred Stock on February 3, 2021, 1,300 shares of Preferred Stock on February 25, 2021, 2,500 shares of Preferred Stock on March 2, 2021 and 4,000 shares of Preferred Stock on March 30, 2021. As a result, the Company issued and sold an aggregate of 21,350 shares of Preferred Stock to Dye Cann II for aggregate gross proceeds of $21,350,000. The Company granted Dye Cann II certain demand and piggyback registration rights with respect to the shares of Common Stock issuable upon conversion of the Preferred Stock under the Dye Cann II SPA. Further, the Company granted Dye Can II the right to designate one or more individuals for election or appointment to the Board and Board observer rights. On December 16, 2020, the Company entered into a Secured Convertible Note Purchase Agreement with Dye Capital and issued and sold to Dye Capital a Convertible Note and Security Agreement in the principal amount of $5,000,000. On February 26, 2021, Dye Capital elected to convert the $5,000,000 principal amount and the $60,250 of accrued but unpaid interest under the Convertible Promissory Note and Security Agreement under its terms and Dye Capital and the Company entered into a Conversion Notice and Agreement pursuant to which the Company issued 5,060 shares of Preferred Stock to Dye Capital and also paid Dye Capital $230.97 in cash in lieu of issuing any fractional shares of Series Preferred Stock upon conversion. On May 27, 2023, the Company entered into an agreement with Mr. Dye to provide for the compensation of Mr. Dye as the Chairman of the Board (the “Chair Agreement”). The Chair Agreement provides that Mr. Dye will be entitled to annual compensation in the amount of $300,000, payable quarterly in accordance with the Company’s director compensation policy and schedule. Mr. Dye may, at his option, take payment in cash, common stock, or restricted stock units. The next payment is scheduled to occur on or around December 31, 2023. The Chair Agreement also contains a termination fee of $350,000, payable in cash, for which the Company will be liable in the event Mr. Dye is terminated as Chair of the Board other than for Cause (as defined in the Chair Agreement) on or before May 27, 2024. Pursuant to the Chair Agreement, the Company also accelerated the last vesting period of Mr. Dye’s outstanding stock option award granted in December 2019, and Mr. Dye has 2,000,000 stock option awards vested and outstanding as of September 30, 2023. On June 13, 2023, Dye Capital LLLP, an entity owned by Mr. Dye, indirectly provided a loan in the amount of approximately $2.3 million to Lakewood Wadsworth Partners, LLC (“Lakewood Landlord”) to acquire property in the Lakewood neighborhood of Denver, Colorado for the purpose of leasing such property to the Company. The Company is obligated to make monthly rental payments of $22,649 for the first five years of the lease term to Lakewood Landlord, and such rental payments will be used to pay down the loan. Rental payments pursuant to this lease commence in the third quarter of 2023. The Company also acquires certain advertising and marketing services from Tella Digital, an on-premises digital experience solution, of which Mr. Dye is a partial owner and Chairman of the Board. For the years ended December 31, 2023 and 2022, the Company recorded expenses from Tella Digital of $503,342 and $382,622, respectively. On September 29, 2023, the Company issued 130,801 shares of Common Stock valued at $103,333 to Mr. Dye for services as Chairman of the Board for the periods of May 27, 2023 to June 30, 2023, and through December 31, 2023. On December 29, 2023, the Company issued 123,153 shares of Common Stock valued at $75,000 to Mr. Dye for services as Chairman of the Board. Transactions with Jeffrey Garwood On December 7, 2021, the Company entered into a Securities Purchase Agreement with Jeff Garwood pursuant to which the Company issued an Investor Note in the aggregate principal amount of $300,000 to Mr. Garwood for $294,000 in cash. The Investor Note bears interest at 13% per year paid quarterly commencing March 31, 2022 in cash for an amount equal to the amount payable on such date as if the Note was subject to an annual interest rate of 9% with the remainder of the accrued interest payable as an increase to the principal amount of the Note. Mr. Garwood is a member of the Board. On April 5, 2023, the Company issued 50,971 shares of Common Stock valued at $52,500 to Mr. Garwood as compensation for service on the Board. On May 4, 2022, and June 14, 2022, the Company issued 40,463 shares of Common Stock valued at $70,001 and 22,728 shares of Common Stock valued at $35,001, respectively, to Mr. Garwood, as compensation for service on the Board. On September 29, 2023, the Company issued 22,152 shares of Common Stock valued at $17,500 to Mr. Garwood and $8,750 of cash as compensation for service on the Board. On December 29, 2023, the Company issued 15,158 shares of Common Stock valued at $9,231 to Mr. Garwood as compensation for service on the Board for the period from October 1, 2023 to November 2, 2023. Transactions with Entities Affiliated with Nirup Krishnamurthy The Company also acquires certain advertising and marketing services from Tella Digital, an on-premises digital experience solution, of which Mr. Krishnamurthy is a partial owner and serves as director on Tella Digital’s board. For the years ended December 31, 2023 and 2022, the Company recorded expenses of $503,342 and $382,622, respectively. On May 24, 2023, the Company entered into an Amended and Restated Employment Agreement with Mr. Krishnamurthy following his appointment as Chief Executive Officer (the “CEO Agreement”). Pursuant to the CEO Agreement, the Company granted Mr. Krishnamurthy an additional 800,000 stock options and 1,600,000 restricted stock units under the Equity Plan. The stock options vest in equal installments over four years starting on the first anniversary of the effective date of the CEO Agreement, and the restricted stock units vest in four equal installments, with the first tranche of 400,000 RSUs, valued at $412,000 vesting immediately upon execution of the CEO Agreement and the remainder to vest on each anniversary of the effective date of the CEO Agreement, unless the CEO resigns his employment and unilaterally terminates the CEO Agreement. Transactions with Paul Montalbano On April 5, 2023, the Company issued 50,971 shares of Common Stock valued at $52,500 to Mr. Montalbano as compensation for service on the Board. On May 4, 2022, and June 14, 2022, the Company issued 40,463 shares of Common Stock valued at $70,001 and 22,728 shares of Common Stock valued at $35,001, respectively, to Mr. Montalbano, as compensation for service on the Board. On September 29, 2023, the Company issued 33,228 shares of Common Stock valued at $26,250 to Mr. Montalbano as compensation for service on the Board. On December 29, 2023, the Company issued 43,103 shares of Common Stock valued at $26,250 to Mr. Montalbano as compensation for service on the Board. Transactions with Pratap Mukharji On December 7, 2021, the Company entered into a Securities Purchase Agreement with Pratap Mukharji pursuant to which the Company issued an Investor Note in the aggregate principal amount of $200,000 to Mr. Mukharji for $196,000 in cash. The Investor Note bears interest at 13% per year paid quarterly commencing March 31, 2022, in cash for an amount equal to the amount payable on such date as if the Note was subject to an annual interest rate of 9% with the remainder of the accrued interest payable as an increase to the principal amount of the Note. Mr. Mukharji is a member of the Board. On April 5, 2023, the Company issued 50,971 shares of Common Stock valued at $52,500 to Mr. Mukharji as compensation for service on the Board. On May 4, 2022, and June 14, 2022, the Company issued 40,463 shares of Common Stock valued at $70,001 and 22,728 shares of Common Stock valued at $35,001, respectively, to Mr. Mukharji, as compensation for service on the Board. On September 29, 2023, the Company issued 33,228 shares of Common Stock valued at $26,250 to Mr. Mukharji as compensation for service on the Board. On December 29, 2023, the Company issued 43,103 shares of Common Stock valued at $26,250 to Mr. Mukharji as compensation for service on the Board. Transactions with Marc Rubin and Entities Affiliated with Marc Rubin On February 26, 2021, the Company entered into the CRW SPA with CRW, of which Marc Rubin is a beneficial owner. Pursuant to the CRW SPA, the Company issued and sold 25,350 shares of Series A Preferred Stock to CRW at a price of $1,000 per share for aggregate gross proceeds of $25,350,000. The transaction made CRW a beneficial owner of more than 5% of the Company’s Common Stock. The Company granted CRW certain demand and piggyback registration rights with respect to the shares of Common Stock issuable upon conversion of the Series A Preferred Stock under the CRW SPA. Effective February 4, 2022, the Company registered the resale of the shares of Common Stock issuable upon conversion of the Series A Preferred Stock on a Form S-3. Also on February 26, 2021, the Company entered into a letter agreement with CRW, granting CRW the right to designate one individual for election or appointment to the Board and Board observer rights. Under the letter agreement, for as long as CRW has the right to designate a Board member, if the Company, directly or indirectly, plans to issue, sell or grant any securities or options to purchase any of its securities, CRW has a right to purchase its pro rata portion of such securities, based on the number of shares of Series A Preferred Stock beneficially held by CRW on the applicable date on an as-converted-to-common-stock basis divided by the total number of shares of common stock outstanding on such date on an as-converted, fully-diluted basis (taking into account all outstanding securities of the Company regardless of whether the holders of such securities have the right to convert or exercise such securities for Common Stock at the time of determination). Further, under the letter agreement, the Company paid CRW Capital, LLC, the sole manager of CRW and a holder of a carried interest in CRW, a monitoring fee equal to $150,000 in monthly installments of $12,500. The Company paid CRW the final monitoring fee of $25,000 during 2022 and $0 monitoring fees in 2023. Mr. Rubin is a co-manager and 50% owner of CRW Capital, LLC, and he shares voting and disposition power over the shares of Series A Preferred Stock held by CRW with Mr. Cozad. On December 7, 2021, the Company entered into a Securities Purchase Agreement with The Rubin Revocable Trust U/A/D 05/09/2011 (the “Rubin Revocable Trust”) pursuant to which the Company issued an Investor Note in the aggregate principal amount of $100,000 to the Rubin Revocable Trust for $98,000 in cash. The Investor Note bears interest at 13% per year payable quarterly commencing March 31, 2022 in cash for the amount equal to the amount payable on such date as if the Investor Note was subject to an annual interest rate of 9% with the remainder of the accrued interest payable as an increase to the principal amount of the Note. Mr. Rubin is the majority owner of the Rubin Revocable Trust and a member of the Board. In October 2022, the Board appointed Mr. Rubin as a director to fill a vacancy on the Board. On April 5, 2023, the Company issued 69,125 shares of Common Stock valued at $71,200 to Mr. Rubin as compensation for service on the Board. On September 29, 2023, the Company issued 33,228 shares of Common Stock valued at $26,250 to Mr. Rubin as compensation for service on the Board. On December 29, 2023, the Company issued 43,103 shares of Common Stock valued at $26,250 to Mr. Rubin as compensation for service on the Board. Transactions with Bradley Stewart On April 5, 2023, and May 3, 2023, the Company issued 13,825 shares of Common Stock valued at $14,240 on each date to Mr. Stewart as compensation for service on the Board. On September 29, 2023, the Company issued 34,870 shares of Common Stock valued at $27,547 to Mr. Stewart as compensation for service on the Board and, for the period from August 2, 2023 to September 30, 2023, for service as Chair of the Compensation Committee of the Board. On December 29, 2023, the Company issued 46,388 shares of Common Stock valued at $28,250 to Mr. Stewart as compensation for service on the Board, and for service as Chair of the Compensation Committee of the Board. Transactions with Kathy Vrabeck On December 29, 2023, the Company issued 27,946 shares of Common Stock valued at $17,019 to Ms. Vrabeck as compensation for service on the Board for the period from November 2, 2023 to December 31, 2023. Transactions with Star Buds Parties The Company has participated in several transactions involving entities owned or affiliated with one or more of its former directors that are affiliated with Star Buds and/or the Star Buds Acquisitions. These individuals include: (i) Brian Ruden, a former director of the Company as of October 2022, and (ii) Salim Wahdan, a former director of the Company as of March 2023 (hereinafter referred to as the “Star Buds Affiliates”). Both Brian Ruden and Salim Wahdan had an ownership stake in the Star Buds companies acquired by the Company between December 2020 and March 2021. Between December 17, 2020, and March 2, 2021, the Company’s wholly-owned subsidiary SBUD LLC acquired the Star Buds assets. The aggregate purchase price for the Star Buds assets was $118 million, paid as follows: (i) $44.25 million in cash at the applicable closings, (ii) $44.25 million in deferred cash, also referred to in this report as “seller note(s),” (iii) 29,506 shares of Series A Preferred Stock, of which 25,078 shares were issued at the applicable closings and 4,428 shares were held back by the Company as collateral for potential indemnification obligations pursuant to the applicable purchase agreements. In addition, the Company issued warrants to purchase an aggregate of 5,531,250 shares of Common Stock to the sellers. Each party’s interests in the seller notes are as follows: (i) Brian Ruden: 31% and (ii) Salim Wahdan: 3.5%. The Company issued warrants to purchase an aggregate of (i) 1,715,936 shares of common stock to Mr. Ruden and (ii) 193,929 shares of Common Stock to Mr. Wahdan. As of December 31, 2022, and 2023, the Company owed an aggregate principal amount of $44.25 million under the seller notes and held 944 shares of Series A Preferred Stock in escrow as collateral for potential indemnification obligations pursuant to the applicable purchase agreements. The Company paid $5.31 million in interest pursuant to the seller notes for each year ended December 31, 2023 and 2022. The Company has not paid any principal as of December 31, 2023, and December 31, 2022. In connection with acquiring the Star Buds assets the Company also assumed and acquired several leases for which one or more of the Star Buds Affiliates serve as landlord or maintain an ownership interest in the landlord entity. SBUD LLC made aggregate rental payments pursuant to these leases of $382,622 and $503,342 for the years ended December 31, 2023 and 2022, respectively. In addition, SBUD LLC must pay each landlord’s expenses and disbursements incurred in connection with the ownership, operation, maintenance, repair and replacement of the premises. SBUD LLC has the option to renew each lease for two additional three-year terms with escalation. The Company has an option to purchase the premises at fair market value at any time during the lease term and also has a right of first refusal if the landlords desire to sell the premises to a third-party. On December 17, 2020, SBUD LLC entered into a Trademark License Agreement with Star Brands LLC (“Star Brands”) under which Star Brands licenses certain trademarks to SBUD LLC effective as of the closing of the acquisitions of all of the Star Buds assets. SBUD LLC has no payment obligation under this agreement. On June 15, 2023, the Company entered into a Licensing Agreement with Star Brands pursuant to which Star Brands licenses additional trademarks to the Company for the exclusive right to sell such licensed products in New Mexico (the “Star Brands Agreement”). Pursuant to the Star Brands Agreement, the Company is required to make quarterly payments to Star Brands for use of such exclusive license. The Company has not made any payments pursuant to the Star Brands Agreement as of December 31, 2023. Mr. Ruden is a partial owner of Star Brands. In connection with the Star Buds Acquisitions, the Company granted Mr. Ruden and Naser Joudeh, another recipient of Preferred Stock from the Star Buds Acquisitions, the right to jointly designate two or three individuals for election or appointment to the Board, depending on the size of the Board and subject to ownership limitations. On May 4, 2022, and June 14, 2022, the Company issued 20,232 shares of Common Stock and 22,728 shares of Common Stock, valued at $35,001 and $35,001 , respectively, to Mr. Ruden as compensation for service on the Board. In 2023, Mr. Ruden received $35,000 for his services on the Board in 2022. On June 14, 2022, and June 24, 2022, the Company issued 14,584 shares of Common Stock and 15,586 shares of Common Stock, respectively, to Mr. Wahdan as compensation for service on the Board. These shares were valued at $42,887 for June 2022. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | 17. Definitive Agreement to Acquire Smokey’s On January 25, 2023, the Company entered into the Smokey’s Asset Purchase Agreement, and the Company acquired the operating assets related to the two dispensaries pursuant to the Smokey’s Asset Purchase agreement on May 10, 2023. The aggregate consideration for the Acquisition was approximately $7.50 million, of which approximately $3.75 million was paid in cash and $3.75 million was paid in Company stock. The company held back from issuance $600,000 worth of Company Common Stock and $150,000 from the cash consideration, as collateral for potential claims for indemnification from Smokey’s under the Smokey’s Purchase Agreement. Any purchase price held back and not used to satisfy indemnification will be issued and released on November 11, 2024. Definitive Agreement to Acquire Everest Apothecary Inc. On April 21, 2023, the Company entered into Everest Purchase Agreement, and the Company acquired the operating assets related to Everest assets pursuant to the Everest Purchase Agreement on June 1, 2023. The aggregate purchase price for Everest Acquisition paid at closing was approximately $42.36 million, of which $12.50 million was paid in cash, $17.35 million was paid in the form of an unsecured promissory note issued by Everest Purchaser to Seller (the “Everest Note”), and $8.00 million was paid in Company Common Stock in the amount of 7,619,047 shares. In addition to the foregoing, Everest Purchaser may be required to make a potential “earn-out” payment of up to an additional $8.00 million, payable in Company Common Stock priced at closing, based on the revenue performance of certain retail stores of Everest Apothecary for 12 months following such store opening for business (collectively, the “Acquisition Consideration”). Definitive Agreement to Acquire Standing Akimbo On April 13, 2023, the Company entered into the Standing Akimbo Purchase Agreement, and the Company acquired the operating assets related to Standing Akimbo dispensary pursuant to the Standing Akimbo Purchase Agreement on June 15, 2023. The aggregate consideration for the acquisition was approximately $9.35 million, consisting of (i) $3.80 million in cash consideration, (ii) 5.54 million shares of Common Stock issued to the equityholders of Standing Akimbo at a price of $1.00 per share, (iii) 1.00 million shares held back from the stock consideration as collateral for potential claims for indemnification from Seller and the equityholders and (iv) an aggregate of $750,000 is due to the Seller if certain obligations are secured pursuant to the Standing Akimbo Purchase Agreement and related agreements. The foregoing stock holdback which is not used to satisfy indemnification claims will be issued by the Company on the date that is the later of (i) 18 months from the closing of the acquisition or (ii) satisfaction of all outstanding obligations associated with certain Excluded Liabilities as set forth in the Standing Akimbo Purchase Agreement. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Information | |
Segment Information | 18. Segment Information The Company has three identifiable segments: (i) Retail, (ii) Wholesale and (iii) Other. Retail represents our dispensaries which sell merchandise directly to customers via retail locations and e-commerce portals in Colorado and New Mexico. Wholesale represents our manufacturing, cultivation, and wholesale business which sells merchandise to customers via e-commerce portals, a retail location, and a manufacturing facility. Other derives its revenue from in-store advertisements and vendor promotions. The following information represents segment activity for the periods ended December 31, 2023: For The Year Ended December 31, 2023 Retail Wholesale Other Total External revenues $ 155,463,816 $ 16,765,425 $ 218,545 $ 172,447,786 Depreciation and intangible assets amortization 10,792,018 3,840,969 6,300,554 20,933,541 Segment profit 44,032,159 (1,720,029) (39,023,438) 3,288,692 Segment assets 211,279,966 113,288,960 33,575,406 358,144,332 Goodwill assigned to the Retail, Wholesale and Other segments as of December 31, 2023 totaled $55,960,284, $5,522,344, $6,016,571, respectively. The following information represents segment activity for the periods ended December 31, 2022: For The Year Ended December 31, 2022 Retail Wholesale Other Total External revenues $ 141,254,893 $ 17,819,938 $ 304,388 $ 159,379,219 Depreciation and intangible assets amortization 8,402,857 2,190,072 956,187 11,549,116 Segment profit 54,266,757 (11,043,975) (30,367,948) 12,854,834 Segment assets 193,068,447 70,400,502 59,413,784 322,882,733 Goodwill assigned to the Retail, Wholesale and Other segments as of December 31, 2022, were $52,583,794, $7,219,936, and $34,801,571, respectively. As of December 31, 2022, goodwill acquired from acquisitions that were related to Retail or Wholesale were recorded with Other until final valuation was completed. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent events | |
Subsequent events | 19. Subsequent events In accordance with FASB ASC 855-10, Subsequent Events, the Company has analyzed its operations subsequent to December 31, 2023 to the date these consolidated financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements. |
Accounting Policies and Estim_2
Accounting Policies and Estimates (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies and Estimates. | |
Basis of Presentation | Basis of Presentation These accompanying financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC for consolidated financial statements. All intercompany accounts and transactions are eliminated in consolidation. |
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 amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from these estimates. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings and financial position. In accordance with ASC 230 Statement of Cash Flows, |
Accounting for Business Combinations and Acquisitions | Accounting for Business Combinations and Acquisitions The Company accounts for acquisitions in which it obtains control of one or more businesses as a business combination. The purchase price of the acquired businesses is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over those fair values is recognized as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments, in the period in which they are determined, to the assets acquired and liabilities assumed with the corresponding offset to goodwill. If the assets acquired are not a business, the Company accounts for the transaction or other event as an asset acquisition. Under both methods, the Company recognizes the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity. In addition, for transactions that are business combinations, the Company evaluates the existence of goodwill or a gain from a bargain purchase. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments consist of cash, accounts receivable, notes receivable, investments, tenant deposits, accounts payable, accrued liabilities, notes payable, derivative liabilities and warrant liability. The carrying values of these financial instruments approximate their fair value due to their short maturities. The carrying amount of the Company’s debt approximates fair value because the interest rates on these instruments approximate the interest rate on debt with similar terms available to us. The Company’s derivative liability was adjusted to fair market value at the end of each reporting period, using Level 3 inputs. The following is the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis on December 31, 2023 and December 31, 2022, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3): December 31, December 31, 2023 2022 Level 3 - Marketable Securities Available-for-Sale – Recurring 456,099 454,283 |
Marketable Securities at Fair Value on a Recurring Basis | Marketable Securities at Fair Value on a Recurring Basis Certain assets are measured at fair value on a recurring basis. The Level 3 position consists of an investment in equity securities of Canada House Wellness Group, Inc., a publicly traded company whose securities are actively quoted on the Toronto Stock Exchange. As of December 31, 2023 and 2022, the equity investment in Canada House Wellness Group, Inc. was determined to be Level 3 as the entity has halted trading due to a merger and is scheduled to resume trading once the purchase is complete. The Company used the last trading price to record the value at market for this investment due to the halt in observable and active market prices. |
Investments Held at Cost | Investments Held at Cost Investments without readily determinable fair value are measured at cost, less impairment. If the Company identifies an observable price change in an orderly transaction for an investment held at cost, it will measure the investment at fair value as of the date the observable transaction occurred. The Company shall reassess at each reporting period whether such investments should continue to be measured at cost, less impairment, or another method. Any resulting gain or loss from a change in measurement will be recorded in other income and expenses on the consolidated statement of comprehensive (loss) and income. Investments held at cost are reported within investments on the accompanying consolidated balance sheets. The Company has less than a 20% investment in a private company and does not have significant influence over the underlying entity. The fair value of the investment does not have a determinable fair value. The Company has accounted for this investment under the cost method and therefore records the investment at historical cost. Any dividends received from this investment are recorded in the accompanying consolidated statements of comprehensive (loss) and income. As of December 31, 2023 and 2022, the investment totaled $2.00 million. |
Investment Held for Sale | Investment Held for Sale The Company classifies long-lived assets to be sold as held for sale in the period in which all of the following criteria are met: (i) management, having the authority to approve the action, commits to a plan to sell the asset; (ii) the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets; (iii) an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated; (iv) the sale of the asset is probable, and transfer of the asset or disposal group is expected to qualify for recognition as a completed sale within one year (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Assets held for sale represent intangible assets, net of accumulated amortization and tangible assets, net of any accumulated depreciation in which the Company has no continuing involvement. We record assets held for sale in accordance with ASC 360 “Property, Plant, and Equipment,” at the lower of carrying value or fair value less cost to sell. Fair value is based on the estimated proceeds from the sale of the assets utilizing recent purchase offers. As of December 31, 2023, the Company had $202,111 of assets held for sale. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of cash and current assets and liabilities approximate fair value because of the short-term maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents are carried at cost or amortized cost and represent cash on hand, deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date. The Company had $19.25 million and $38.95 million classified as cash and cash equivalents as of December 31, 2023 and December 31, 2022, respectively. |
Accounts Receivable | Accounts Receivable The Company extends unsecured credit to its customers in the ordinary course of business. These accounts receivables relate to the Company’s Wholesale and Other revenue segments. Accounts receivables are recorded when a milestone is reached at a point in time resulting in funds being due for delivered goods or services, and where payment is reasonably assured. Wholesale revenues are generally collected within 14 to 30 days The following table depicts the composition of our accounts receivable as of December 31, 2023 and December 31, 2022: December 31, December 31, 2023 2022 Accounts receivable - trade $ 4,294,739 $ 4,564,918 Accounts receivable - tenant improvement allowances 263,846 — Allowance for doubtful accounts (297,426) (92,940) $ 4,261,159 $ 4,471,978 The Company establishes an allowance for doubtful accounts based on management’s assessment of the collectability of trade receivables. A considerable amount of judgment is required in assessing the amount of the allowance. The Company makes judgments about the creditworthiness of each customer based on ongoing credit evaluations and monitors current economic trends that might impact the level of credit losses in the future. If the financial condition of the customers were to deteriorate, resulting in their inability to make payments, a specific allowance will be required. |
Inventory | Inventory Inventories of purchased finished goods and packing materials are initially valued at cost and subsequently at the lower of cost and net realizable value. Cultivated inventories include direct and indirect costs of production, including costs of materials, labor and depreciation related to cultivation. Such costs are capitalized as incurred, and subsequently included within cost of goods sold in the accompanying consolidated statements of comprehensive (loss) and income, at the time the products are sold. Cost is determined using the weighted average cost basis. Products for resale, supplies, and consumables are valued at lower of cost and net realizable value. In calculating final inventory values, management is required to compare the inventory cost to estimated net realizable value. The net realizable value of inventories represents the estimated selling price for inventories in the ordinary course of business, less all estimated costs of completion and costs necessary to make the sale. The determination of net realizable value requires significant judgment, including consideration of factors such as shrinkage, aging of inventory, future demand for inventory, contractual arrangements with customers, and the future inventory selling price the Company expects to realize. Reserves for excess and obsolete inventory are based upon quantities on hand, projected volumes from demand forecasts and net realizable value. The estimates are judgmental in nature and are made at a point in time, using available information, expected business plans, and expected market conditions. As a result, the actual amount received on sale could differ from the estimated value of inventory. Periodic reviews are performed on the inventory balance. The impact of changes in inventory reserves, if any, is reflected in cost of goods sold. |
Property and Equipment, net | Property and Equipment, net Purchases of property and equipment are recorded at cost, net of accumulated depreciation and impairment losses, if any. Improvements and replacements of property and equipment are capitalized. Maintenance and repairs that do not improve or extend the lives of property and equipment are charged to expense as incurred. When assets are sold or retired, its cost and related accumulated depreciation are removed from the accounts and any gain or loss is reported in the accompanying consolidated statement of comprehensive (loss) and income. Depreciation is provided over the estimated economic useful lives of each class of assets and is computed using the straight-line method. The assets’ residual values, useful lives, and methods of depreciation are reviewed at each financial statement year-end and adjusted prospectively, if appropriate. Depreciation on property and equipment is recorded using the straight-line method over the following expected useful lives: Land Indefinite Building 39 years Leasehold improvements Lesser of the lease term or estimated useful life Furniture and fixtures 3-5 years Vehicles, machinery and tools 3-5 years Software, servers and equipment 3 years Construction in progress represents construction related to cultivation, manufacturing, and dispensary facilities not yet completed or otherwise not ready for use. |
Prepaid Expenses and Other Assets (Current and Non-Current) | Prepaid Expenses and Other Assets (Current and Non-Current) Prepaid expenses and other assets as of December 31, 2023 and 2022, were $5.18 million and $6.82 million, respectively. As of December 31, 2023, this balance included $2.74 million in prepaid expenses, $1.17 million in security deposits, and $1.27 million in prepaid inventory. As of December 31, 2022, prepaid expenses and other assets included $3.88 million in prepaid expenses, $1.53 million in security deposits and $1.41 million in prepaid inventory. Prepaid expenses were primarily comprised of insurance premiums, software subscriptions, business licenses, membership dues, and other general and administrative costs. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Company’s acquisitions is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company’s amortizable intangible assets consist of licensing agreements, product licenses and registrations, and intellectual property or trade secrets. Their estimated useful lives range from 3 to 15 years. Goodwill and indefinite-lived assets are not amortized but are subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing is a two-step process performed at the reporting unit level. Step one compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approach. The fair values calculated under the income approach and market approach are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry, and other Company-specific risks. Other significant assumptions used in the income approach include the terminal values, growth rates, future capital expenditures and changes in future working capital requirements. The market approach uses key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then the second step must be completed to measure the amount of impairment, if any. Step two calculates the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets of the reporting unit from the fair value of the reporting unit as calculated in step one. In this step, the fair value of the reporting unit is allocated to all of the reporting unit’s assets and liabilities in a hypothetical purchase price allocation as if the reporting unit had been acquired on that date. If the carrying amount of goodwill exceeds the implied fair value of goodwill, an impairment loss is recognized in an amount equal to the excess. Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates, strategic plans, and future market conditions, among others. There can be no assurance that the Company’s estimates and assumptions made for purposes of the goodwill impairment testing will prove to be accurate predictions of the future. Changes in assumptions and estimates could cause the Company to perform an impairment test prior to scheduled annual impairment tests. |
Long-Lived Assets | Long-Lived Assets The Company evaluates the recoverability of its long-lived assets, including property, plant and equipment, and certain identifiable intangible assets, whenever events or changes in circumstances have indicated that an asset may not be recoverable. The long-lived asset is grouped with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows is less than the carrying value of the assets, the assets are written down to the estimated fair value. The Company performs impairments tests of long-lived assets on an annual basis or more frequently in certain circumstances. Factors which could trigger an impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the assets or the strategy for the business, a significant decrease in the market value of the assets or significant negative industry or economic trends. The Company evaluated the recoverability of its long-lived assets as of December 31, 2022, and recorded an impairment charge of approximately $89,706 related to discontinued operations for cultivation facilities in New Mexico and Colorado, and is presented under loss on business disposition in the accompanying consolidated statement of comprehensive (loss) and income. No such impairment existed as of December 31, 2023. |
Accounts Payable | Accounts Payable Accounts payable as of December 31, 2023 and 2022 were $13.34 million and $10.72 million, respectively, and were comprised of trade payables for various purchases and services rendered during the ordinary course of business. Accounts payable due to related parties as of December 31, 2023 and 2022 were $0 and $22,380, respectively. |
Accrued Expenses and Other Liabilities | Accrued Expenses and Other Liabilities Accrued expenses and other liabilities as of December 31, 2023, and December 31, 2022, were $7.77 million and $7.46 million, respectively. As of December 31, 2023, accrued liabilities and other liabilities comprised of accrued payroll of $981,112, accrued interest of $3.37 million, legal settlement fees of $525,000, and operating expenses of $2.90 million. As of December 31, 2022, accrued expenses and other liabilities comprised of accrued payroll of $1.51 million, accrued interest of $3.42 million, and operating expenses of $2.53 million. |
Derivative Liabilities | Derivative Liabilities The Company uses the fair-value method of accounting for derivative liabilities and such liabilities are remeasured at each reporting date with changes in fair value recorded in the period incurred. The fair value is estimated using a Monte Carlo simulation model. |
Revenue Recognition and Related Allowances | Revenue Recognition and Related Allowances The Company’s revenue recognition policy is significant because the amount and timing of revenue is a key component of our results of operations. Certain criteria are required to be met in order to recognize revenue. If these criteria are not met, then the associated revenue is deferred until the criteria are met. When consideration is received in advance of the delivery of goods or services, a contract liability is recorded. Revenue contracts are identified when accepted by customers and represent a single performance obligation to sell the Company’s products to a customer. The Company has three main revenue streams: Retail, Wholesale, and Other. Retail and Wholesale revenues are recorded at the point at which the customer takes control of the product. In evaluating the timing of the transfer of control to customers, the Company considers several indicators, including significant risks and rewards of products, its right to payment, and the legal title of the products. Based on the assessment of control indicators, sales are generally recognized when products are delivered to customers. Other revenue consists of other income and expenses deriving from in-store advertisements and certain vendor promotions offered in the Company’s retail dispensaries. Revenue is recognized when the obligations to the client are fulfilled, which is determined when milestones in the contract are achieved. At some locations, the Company offers a loyalty reward program to its retail customers. A portion of the revenue generated from a sale to a customer participating in the program is allocated to the loyalty points earned. The amount allocated to the loyalty points earned is deferred until the loyalty points are redeemed or expire. As of December 31, 2023 and 2022, the loyalty liability totaled $1.41 million and $1.59 million, respectively, and is included in accrued expenses in the accompanying consolidated balance sheets. |
Costs of Goods and Services Sold | Costs of Goods and Services Sold Costs of goods and services sold are comprised of related expenses incurred while supporting the sales of the Company’s products and services. |
General and Administrative Expenses | General and Administrative Expenses General and administrative expenses are comprised of all expenses not linked to the production or advertising of the Company’s services. |
Advertising and Marketing Costs | Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred and totaled $2.12 million and $2.37 million as of December 31, 2023 and 2022, respectively. |
Stock Based Compensation | Stock Based Compensation The Company accounts for share-based payments pursuant to ASC 718, Stock Compensation Stock compensation expense for stock options is recognized over the vesting period of the award or expensed immediately under ASC 718 and Emerging Issues Task Force 96-18 when stock or options are awarded for previous or current service without further recourse. Share-based expense paid through direct stock grants is expensed as incurred. Since the Common Stock is publicly traded, the value is determined based on the number of shares of Common Stock issued and the trading value of the Common Stock on the date of the transaction. |
Income Taxes | Income Taxes ASC 740, Income Taxes requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets are regularly assessed to determine the likelihood they will be recovered from future taxable income. A valuation allowance is established when we believe it is more likely than not that the future realization of all or some of a deferred tax asset will not be achieved. In evaluating our ability to recover deferred tax assets within the jurisdiction which they arise, we consider all available positive and negative evidence. Factors reviewed include the cumulative pre-tax book income for the past three years, scheduled reversals of deferred tax liabilities, our history of earnings and reliability of our forecasts, projections of pre-tax book income over the foreseeable future, and the impact of any feasible and prudent tax planning strategies. The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the position’s sustainability, and the tax benefit to be recognized is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. We recognize the impact of a tax position in our financial statements only if that position is more likely than not of being sustained upon examination by taxing authorities, based on the technical merits of the position. Tax authorities regularly examine our returns in the jurisdictions in which we do business, and we regularly assess the tax risk of our return filing positions. Due to the complexity of some of the uncertainties, the ultimate resolution may result in payments that are materially different from our current estimate of the tax liability. These differences, as well as any interest and penalties, will be reflected in the provision for income taxes in the period in which they are determined. As the Company operates in the cannabis industry, it is subject to the limits of the Internal Revenue Code (“IRC”) Section 280E under which the Company is only allowed to deduct expenses directly related to sales of product. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E. |
Right of Use Assets and Lease Liabilities | Right of Use Assets and Lease Liabilities In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory. The standard became effective for the Company beginning January 1, 2019. The Company adopted Topic 842 using the modified retrospective approach, by applying the new standard to all leases existing at the date of initial application. The Company elected the package of practical expedients permitted under the standard, which also allowed the Company to carry forward historical lease classifications. The Company also elected the practical expedient related to treating lease and non-lease components as a single lease component for all equipment leases as well as electing a policy exclusion permitting leases with an original lease term of less than one year to be excluded from the ROU assets and lease liabilities. Under Topic 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in determining the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Operating leases are included in operating lease ROU assets and operating lease liabilities, current and non-current, in the Company’s accompanying consolidated balance sheets. |
Accounting Policies and Estim_3
Accounting Policies and Estimates (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies and Estimates. | |
Schedule of fair value measurement | December 31, December 31, 2023 2022 Level 3 - Marketable Securities Available-for-Sale – Recurring 456,099 454,283 |
Schedule of accounts receivable | December 31, December 31, 2023 2022 Accounts receivable - trade $ 4,294,739 $ 4,564,918 Accounts receivable - tenant improvement allowances 263,846 — Allowance for doubtful accounts (297,426) (92,940) $ 4,261,159 $ 4,471,978 |
Summary of expected useful lives | Land Indefinite Building 39 years Leasehold improvements Lesser of the lease term or estimated useful life Furniture and fixtures 3-5 years Vehicles, machinery and tools 3-5 years Software, servers and equipment 3 years |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory | |
Schedule of Inventory | December 31, 2023 December 31, 2022 Raw materials $ 2,005,306 $ 2,325,482 Work in process 5,814,290 14,504,490 Finished goods 17,968,197 5,724,210 Total inventories $ 25,787,793 $ 22,554,182 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment. | |
Schedule of property and equipment | December 31, December 31, 2023 2022 Land $ 3,716,438 $ 3,716,438 Building 4,830,976 4,830,976 Leasehold improvements 15,917,124 4,100,165 Furniture and fixtures 651,676 655,698 Vehicles, machinery, and tools 4,040,908 3,796,695 Software, servers and equipment 5,404,592 4,132,621 Construction in progress 5,293,698 10,756,410 Total asset cost $ 39,855,412 $ 31,989,003 Less: accumulated depreciation (8,741,782) (4,899,977) Total property and equipment, net of depreciation $ 31,113,630 $ 27,089,026 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations | |
Schedule of aggregate purchase price | Evergreen Holdco, LLC Standing Akimbo, LLC Smoke Holdco, LLC Cash $ 12,500,000 $ 1,000,000 $ 3,750,000 Akimbo Deferred Purchase Price — 2,807,475 — Everest Deferred Purchase Price 2,385,000 — — Seller notes 17,350,291 — — Common stock 8,000,000 5,542,990 3,750,000 Expected earn-out 2,130,654 — — Total purchase price $ 42,365,945 $ 9,350,465 $ 7,500,000 |
Allocation of purchase price | Description Evergreen Holdco, LLC Standing Akimbo, LLC Smoke Holdco, LLC Assets acquired: Cash $ 1,412,722 $ 2,100 $ 800 Accounts receivable 716,440 — — Inventory 10,177,488 330,000 67,630 Fixed assets 1,443,149 — — Intangible assets 25,150,226 7,249,732 5,276,415 Goodwill 5,122,417 1,768,633 2,155,155 Operating lease right of use assets 4,610,779 — — Total assets acquired $ 48,633,221 $ 9,350,465 $ 7,500,000 Liabilities and Equity assumed: Accounts payable and accrued expenses $ 1,656,497 $ — $ — Lease liability 4,610,779 — — Total liabilities assumed 6,267,276 — — Estimated fair value of net assets acquired $ 42,365,945 $ 9,350,465 $ 7,500,000 |
Schedule of unaudited pro forma financial information | For The Year Ended December 31, 2023 Medicine Man Technologies Evergreen Holdco, LLC Total (audited) (unaudited) (unaudited) Pro forma revenue $ 43,324,816 9,152,029 $ 52,476,845 Pro forma net income: Pre- acquisition net income 1,697,236 Pro forma adjustments: (a) Transaction costs 232,853 (a) (b) Interest expense on Everest Note (91,146) (b) (c) Depreciation and intangible amortization (783,042) (c) (d) Income tax expense (1,025,000) (d) Total pro forma adjustments (1,666,335) Total pro forma net income $ (32,970,793) 30,901 $ (32,939,892) For The Year Ended December 31, 2022 Medicine Man Technologies Evergreen Holdco, LLC Total (audited) (unaudited) (unaudited) Pro forma revenue $ 159,379,219 22,439,548 $ 181,818,767 Pro forma net income: Pre- acquisition net income 3,878,250 Pro forma adjustments: (a) Transaction costs (232,853) (a) (b) Interest expense on Everest Note (218,750) (b) (c) Depreciation and intangible amortization (1,879,302) (c) Total pro forma adjustments (2,330,905) Total pro forma net income $ (18,467,615) 1,547,345 (16,920,270) |
Goodwill Accounting (Tables)
Goodwill Accounting (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill Accounting | |
Schedule of goodwill | Retail Wholesale Other Total Balance as of January 1, 2023 $ 52,583,794 $ 7,219,936 $ 34,801,571 $ 94,605,301 Goodwill acquired during the period 9,046,205 — — 9,046,205 Measurement-period adjustment to prior year acquisition (5,565,567) — (28,785,000) (34,350,567) Goodwill Impairment during 2023 (104,148) (1,697,592) — (1,801,740) Balance as of December 31, 2023 $ 55,960,284 5,522,344 $ 6,016,571 $ 67,499,199 Retail Wholesale Other Total Balance as of January 1, 2022 $ 26,349,025 13,964,016 $ 3,003,226 $ 43,316,267 Goodwill acquired during the period 25,594,768 1,792,000 34,981,571 62,368,339 Measurement-period adjustment to prior year acquisition 640,001 — — 640,001 Goodwill Impairment during 2022 — (8,536,080) (3,183,226) (11,719,306) Balance as of December 31, 2022 $ 52,583,794 7,219,936 $ 34,801,571 $ 94,605,301 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets | |
Schedule of intangible assets | December 31, 2023 December 31, 2022 Gross Gross Carrying Accumulated Carrying Accumulated Amount Amortization Amount Amortization License agreements $ 183,740,142 $ (25,092,938) $ 111,491,280 $ (12,154,237) Tradename 7,931,500 (3,757,875) 6,021,500 (1,862,242) Customer relationships 5,150,000 (2,210,119) 5,150,000 (1,474,405) Non-compete 2,053,000 (1,645,833) 1,265,000 (765,556) Product license and registration — — 57,300 (21,783) Trade secret — — 32,500 (12,639) Total Intangible Assets $ 198,874,642 $ (32,706,765) $ 124,017,580 $ (16,290,862) |
Schedule of future projected annual amortization expense | 2024 $ 15,124,635 2025 14,781,757 2026 13,970,580 2027 13,330,407 2028 12,492,489 Thereafter 96,468,009 Total future projected annual amortization expense $ 166,167,877 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt | |
Schedule of debt | December 31, December 31, 2023 2022 Term loan dated February 26, 2021, in the original amount of $10,000,000. An additional $5,000,000 was added to the loan agreement on July 28, 2021. Interest of 15% per annum, due quarterly. Principal payments begin June 1, 2023. $ 12,750,000 $ 15,000,000 Seller notes dated December 17, 2020, in the original amount of $44,250,000. Interest of 12% per annum, due monthly. Principal payments begin December 17, 2025. 44,250,000 44,250,000 Investor note dated December 3, 2021, in the original amount of $95,000,000. Interest of 13% per annum, 9% payable in cash and 4% accreting to the principal amount. 103,142,994 99,118,391 Nuevo note dated February 7, 2022, in the original amount of $17,000,000. Interest of 5% per annum, due monthly. Principal balance is due February 7, 2025. 17,000,000 17,000,000 Everest note dated June 1, 2023, in the original amount of $17,350,291. Interest of 5% per annum, due quarterly. Principal payments begin August 30, 2023. 14,984,375 — Akimbo Deferred Purchase Price effective June 15, 2023, in the original amount of $2,807,474. Imputed interest of 5% per annum. Principal payments begin July 15, 2023. 2,069,172 — Less: unamortized debt issuance costs (4,917,644) (6,603,695) Less: unamortized debt discount (32,469,683) (40,993,176) Total long-term debt 156,809,214 127,771,520 Less: current portion of long-term debt (3,547,011) (2,250,000) Long term debt and unamortized debt issuance costs $ 153,262,203 $ 125,521,520 |
Schedule of Maturities of Long-term Debt | Unamortized Principal Debt Issuance Unamortized Net Long Payments Costs Debt Discount Term Debt 2024 3,547,011 1,686,049 9,734,935 (7,873,973) 2025 42,128,139 1,686,049 11,057,799 29,384,291 2026 135,634,107 1,545,546 11,676,949 122,411,612 2027 12,887,284 — — 12,887,284 Total $ 194,196,541 $ 4,917,644 $ 32,469,683 $ 156,809,214 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Schedule of balance sheet classification of operating lease assets and liabilities | Balance Sheet Line December 31, 2023 Asset Operating lease right of use assets Noncurrent assets $ 34,233,142 Liabilities Lease liabilities Current liabilities $ 4,922,724 Lease liabilities Noncurrent liabilities 30,133,452 |
Schedule of future minimum lease obligation under ASC 842 | 2024 $ 8,753,538 2025 7,704,717 2026 6,935,556 2027 5,409,672 2028 4,643,953 Thereafter 21,381,630 Total future minimum lease obligations $ 54,829,065 Less: interest (19,772,889) Present value of lease liabilities $ 35,056,176 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of the Black-Scholes option pricing model to estimate the fair value of the options granted | December 31, 2023 December 31, 2022 Risk free rate 3.88% 3.96% Expected dividend yield 0% 0% Expected volatility 75.97% 78.97% Expected option life 4.75 to 6.25 years 4.75 to 6.25 years |
Summary of unvested RSU awards under the LTIP | Options Shares Weighted-Average Grant Date Fair Value Unvested shares at January 1, 2023 — $ — Granted 1,600,000 1.03 Exercised — — Forfeited or expired — — Vested (400,000) 1.03 Unvested at December 31, 2023 1,200,000 $ 1.03 |
Summary of Unvested PSU awards under the LTIP | Performance Share Units Units Weighted-Average Grant Date Fair Value Unvested shares at January 1, 2023 - $ - Granted 702,432 1.03 Exercised - - Forfeited or expired (25,976) 1.03 Vested - - Unvested at December 31, 2023 676,456 $ 1.03 |
Schedule of warrant activity | Equity Classified Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life Balance as of December 31, 2022 7,218,750 $ 1.76 2.99 Warrants exercised — — — Warrants forfeited/expired (187,500) — — Warrants issued — — — Balance as of December 31, 2023 7,031,250 $ 1.48 2.11 |
Equity Incentive Plan | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of ISO Awards activity | Options Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2023 10,356,500 $ 2.13 7.08 $ 772,996 Granted 7,145,000 1.14 9.23 — Forfeited (991,500) 1.36 — — Vested (2,061,250) 2.05 — — Balance at December 31, 2023 14,448,750 $ 1.86 6.16 $ — Exercised — — — — Exercisable at December 31, 2023 14,448,750 $ 1.86 6.16 — |
LTIP | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of ISO Awards activity | Options Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2023 — $ — — $ — Granted 702,432 1.03 9.35 — Forfeited (25,976) 1.03 — — Vested — — — — Balance at December 31, 2023 676,456 $ 1.03 9.35 $ — Exercised — — — — Exercisable at December 31, 2023 676,456 $ 1.03 9.35 — |
Earnings per share (Basic and_2
Earnings per share (Basic and Dilutive) (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings per share (Basic and Dilutive) | |
Schedule of reconciliation of the numerator and denominator used in the basic and diluted EPS calculations | For the Year Ended December 31, 2023 2022 Numerator: Net income (loss) $ (34,549,344) $ (18,467,615) Less: Accumulated preferred stock dividends for the period (8,154,993) (7,802,809) Net income (loss) attributable to common stockholders $ (42,704,337) $ (26,270,424) Denominator: Weighted-average shares of common stock 64,535,245 53,637,003 Basic earnings (loss) per share $ (0.66) $ (0.49) Numerator: Net income (loss) attributable to common stockholders – Basic (42,704,337) (26,270,424) Add: Investor note accrued interest 1,686,051 4,007,557 Add: Investor note amortized debt discount 8,523,493 7,484,613 Less: Loss on derivative liability related to investor note 15,870,233 (18,414,760) Net income (loss) attributable to common stockholders – dilutive $ (16,624,560) $ (33,193,014) Denominator: Weighted-average shares of common stock 64,535,245 53,637,003 Dilutive effect of investor notes 50,603,812 49,379,715 Diluted weighted-average shares of common stock 115,139,056 103,016,719 Diluted earnings (loss) per share $ (0.66) $ (0.49) |
Tax Provision (Tables)
Tax Provision (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Tax Provision | |
Schedule of components of income tax (benefit) expense | December 31, December 31, 2023 2022 Current: Federal $ 20,745,917 $ 17,127,037 State 1,900,829 483,037 Total current tax expense $ 22,646,746 $ 17,610,074 December 31, December 31, 2023 2022 Deferred: Federal $ (725,879) $ (611,750) State (2,180,272) (2,100,260) Total deferred tax expense (benefit) $ (2,906,151) $ (2,712,010) |
Schedule of reconciliation of income tax expense (benefit) at the federal statutory rate to recorded income tax expense (benefit) | December 31, December 31, 2023 2022 Income (loss) before income taxes $ (15,408,802) $ (3,569,552) Statutory tax rate 21% 21% Expense (benefit) based on statutory rates (3,235,848) (749,606) State income taxes (1,171,514) (949,986) Expenses disallowed under IRC Section 280E 19,957,552 16,308,522 Stock-based compensation 89,286 177,912 Remeasurement on derivative liability (3,332,749) (3,867,100) Nondeductible penalties 1,796,633 - Other permanent differences 941,328 244,130 Change in valuation allowance - (2,062,697) Change in state rate 17,230 (176,568) Return to provision 3,416,949 4,890,722 Deferred tax true-up 1,058,492 1,082,735 Other adjustments 203,236 - Total income tax expense $ 19,740,595 $ 14,898,064 |
Schedule of components of deferred income taxes | December 31, December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 1,619,741 $ — Interest expense carryforwards 2,744,673 1,129,939 Goodwill and intangible assets 2,573,017 2,359,197 Lease liabilities 3,275,084 1,705,867 Share based compensation accruals 219,966 598,861 Loyalty points 365,565 412,218 Fixed assets 235,839 367,776 Capitalized transaction costs 114,269 217,320 Bad debt allowance 26,953 36,742 Accrued expenses 48,600 8,537 Net deferred tax assets 11,223,707 6,836,457 Deferred tax liabilities: Goodwill and intangible assets 5,902,988 5,594,714 Operating leases 3,206,284 1,595,394 Unrealized loss 117,946 117,750 Cash-to-accrual — 30,669 Net deferred tax liabilities 9,227,218 7,338,527 Total net deferred tax assets (liabilities) $ 1,996,489 $ (502,070) |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Information | |
Schedule of information represents segment activity | For The Year Ended December 31, 2023 Retail Wholesale Other Total External revenues $ 155,463,816 $ 16,765,425 $ 218,545 $ 172,447,786 Depreciation and intangible assets amortization 10,792,018 3,840,969 6,300,554 20,933,541 Segment profit 44,032,159 (1,720,029) (39,023,438) 3,288,692 Segment assets 211,279,966 113,288,960 33,575,406 358,144,332 For The Year Ended December 31, 2022 Retail Wholesale Other Total External revenues $ 141,254,893 $ 17,819,938 $ 304,388 $ 159,379,219 Depreciation and intangible assets amortization 8,402,857 2,190,072 956,187 11,549,116 Segment profit 54,266,757 (11,043,975) (30,367,948) 12,854,834 Segment assets 193,068,447 70,400,502 59,413,784 322,882,733 |
Organization and Nature of Op_2
Organization and Nature of Operations (Details) - segment | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies and Estimates. | ||
Number of segments | 3 | 3 |
Accounting Policies and Estim_4
Accounting Policies and Estimates - Assets and Liabilities Measured at Fair Value (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Recurring | Marketable Securities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value assets | $ 456,099 | $ 454,283 |
Accounting Policies and Estim_5
Accounting Policies and Estimates - Accounts Receivable (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts, Notes, Loans and Financing Receivable | ||
Allowance for doubtful accounts | $ (297,426) | $ (92,940) |
Total | 4,261,159 | 4,471,978 |
Trade Accounts Receivable | Nonrelated Party | ||
Accounts, Notes, Loans and Financing Receivable | ||
Accounts receivable | 4,294,739 | $ 4,564,918 |
Tenant improvement allowances | Nonrelated Party | ||
Accounts, Notes, Loans and Financing Receivable | ||
Accounts receivable | $ 263,846 |
Accounting Policies and Estim_6
Accounting Policies and Estimates - Property and Equipment Expected Useful Lives (Details) | Dec. 31, 2023 |
Building | |
Property, Plant and Equipment | |
Estimated useful life | 39 years |
Furniture and Fixtures | Minimum | |
Property, Plant and Equipment | |
Estimated useful life | 3 years |
Furniture and Fixtures | Maximum | |
Property, Plant and Equipment | |
Estimated useful life | 5 years |
Vehicles, machinery, and tools | Minimum | |
Property, Plant and Equipment | |
Estimated useful life | 3 years |
Vehicles, machinery, and tools | Maximum | |
Property, Plant and Equipment | |
Estimated useful life | 5 years |
Software, servers and equipment | |
Property, Plant and Equipment | |
Estimated useful life | 3 years |
Accounting Policies and Estim_7
Accounting Policies and Estimates (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment | ||
Prepaid expenses and other assets | $ 5,180,000 | $ 6,820,000 |
Prepaid expenses | 2,740,000 | 3,880,000 |
Security deposits | 1,170,000 | 1,530,000 |
Prepaid Inventory | 1,270,000 | 1,410,000 |
Accounts payable | 13,340,000 | 10,720,000 |
Accrued expenses and other liabilities | 7,770,000 | 7,460,000 |
Loyalty liability | 1,410,000 | 1,590,000 |
Advertising and marketing expense | 2,120,000 | 2,370,000 |
Stock based compensation | 3,574,831 | 2,672,713 |
Cash and cash equivalents | 19,248,932 | 38,949,253 |
Investments | 2,000,000 | 2,000,000 |
Assets held for sale | $ 202,111 | |
Minimum | ||
Property, Plant and Equipment | ||
Intangible assets useful lives (in years) | 3 years | |
Minimum | Wholesale | ||
Property, Plant and Equipment | ||
Revenue collection term | 14 days | |
Maximum | ||
Property, Plant and Equipment | ||
Intangible assets useful lives (in years) | 15 years | |
Percentage of investment held | 20% | |
Maximum | Wholesale | ||
Property, Plant and Equipment | ||
Revenue collection term | 30 days | |
Accrued Payroll | ||
Property, Plant and Equipment | ||
Accrued expenses and other liabilities | $ 981,112 | 1,510,000 |
Accrued Interest | ||
Property, Plant and Equipment | ||
Accrued expenses and other liabilities | 3,370,000 | 3,420,000 |
Legal Settlement Fees | ||
Property, Plant and Equipment | ||
Accrued expenses and other liabilities | 525,000 | |
Operating Expenses. | ||
Property, Plant and Equipment | ||
Accrued expenses and other liabilities | 2,900,000 | 2,530,000 |
Related Party | ||
Property, Plant and Equipment | ||
Accounts payable | $ 0 | $ 22,380 |
Accounting Policies and Estim_8
Accounting Policies and Estimates - Long-Lived Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Long-Lived Assets | ||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Operating Expenses | Operating Expenses |
Discontinued operations, held-for-sale or disposed of by sale | Facilities in New Mexico And Colorado | ||
Long-Lived Assets | ||
Long-lived assets impairment charges | $ 0 | $ 89,706 |
Notes Receivable (Details)
Notes Receivable (Details) - USD ($) | Mar. 12, 2021 | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts, Notes, Loans and Financing Receivable | |||
Notes receivable | $ 11,944 | ||
Colorado Cannabis | |||
Accounts, Notes, Loans and Financing Receivable | |||
Due from related parties | $ 215,000 | ||
Equal monthly installments (in months) | 18 months | ||
Notes receivable | $ 0 | $ 11,944 |
Inventory (Details)
Inventory (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory | ||
Raw materials | $ 2,005,306 | $ 2,325,482 |
Work in process | 5,814,290 | 14,504,490 |
Finished goods | 17,968,197 | 5,724,210 |
Total inventories | 25,787,793 | 22,554,182 |
Adjustment to net realizable value of inventory | $ 4,268,085 | $ 0 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment | ||
Total asset cost | $ 39,855,412 | $ 31,989,003 |
Less: accumulated depreciation | (8,741,782) | (4,899,977) |
Total property and equipment, net of depreciation | 31,113,630 | 27,089,026 |
Land | ||
Property, Plant and Equipment | ||
Total asset cost | 3,716,438 | 3,716,438 |
Building | ||
Property, Plant and Equipment | ||
Total asset cost | 4,830,976 | 4,830,976 |
Leasehold Improvements | ||
Property, Plant and Equipment | ||
Total asset cost | 15,917,124 | 4,100,165 |
Furniture and fixtures | ||
Property, Plant and Equipment | ||
Total asset cost | 651,676 | 655,698 |
Vehicles, machinery, and tools | ||
Property, Plant and Equipment | ||
Total asset cost | 4,040,908 | 3,796,695 |
Software, servers and equipment | ||
Property, Plant and Equipment | ||
Total asset cost | 5,404,592 | 4,132,621 |
Construction in progress | ||
Property, Plant and Equipment | ||
Total asset cost | $ 5,293,698 | $ 10,756,410 |
Property and Equipment - Deprec
Property and Equipment - Depreciation Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property and Equipment. | ||
Depreciation | $ 3,841,805 | $ 2,911,004 |
Business Combinations (Details)
Business Combinations (Details) | 12 Months Ended | ||||||||||||||||||||||
Nov. 28, 2023 USD ($) | Sep. 13, 2023 USD ($) | Aug. 30, 2023 USD ($) shares | Jun. 15, 2023 USD ($) $ / shares shares | Jun. 01, 2023 USD ($) item | Jun. 01, 2023 USD ($) item | Jun. 01, 2023 USD ($) item | Jun. 01, 2023 USD ($) item | Jun. 01, 2023 USD ($) item payment | May 11, 2023 USD ($) shares | May 10, 2023 USD ($) item shares | Apr. 21, 2023 USD ($) shares | Apr. 13, 2023 USD ($) $ / shares shares | Apr. 12, 2023 USD ($) | Dec. 15, 2022 USD ($) item | May 31, 2022 USD ($) shares | Feb. 15, 2022 USD ($) ft² | Feb. 09, 2022 USD ($) item shares | Feb. 08, 2022 USD ($) item director | Jan. 26, 2022 USD ($) item shares | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Business Acquisition [Line Items] | |||||||||||||||||||||||
Cash | $ 15,834,378 | $ 58,981,226 | |||||||||||||||||||||
Shares consideration issued in common stock | $ 3,000,000 | ||||||||||||||||||||||
Goodwill | 67,499,199 | 94,605,301 | $ 43,316,267 | ||||||||||||||||||||
Intangible assets | 166,167,877 | 107,726,718 | |||||||||||||||||||||
Depreciation | 3,841,805 | 2,911,004 | |||||||||||||||||||||
Acquisition-related expenses | 4,780,000 | $ 6,820,000 | |||||||||||||||||||||
Pikes Peak Industries LLC | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Consideration paid in cash | $ 200,020 | ||||||||||||||||||||||
Nuevo Holding LLC | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Number of call option agreement entered | item | 2 | ||||||||||||||||||||||
Call option agreement, option to acquire equity or assets percentage | 100% | ||||||||||||||||||||||
Purchase price of call option | $ 100 | ||||||||||||||||||||||
Drift | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Number of retail dispensaries acquired | item | 2 | ||||||||||||||||||||||
Number of retail dispensaries leased | item | 2 | ||||||||||||||||||||||
Cash | $ 1,920,000 | ||||||||||||||||||||||
Consideration issued (in shares) | shares | 1,146,099 | ||||||||||||||||||||||
Goodwill | $ 2,140,000 | ||||||||||||||||||||||
Intangible assets | $ 1,030,000 | ||||||||||||||||||||||
Reynold Greenleaf & Associates, LLC. | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Cash | 32,200,000 | ||||||||||||||||||||||
Payments required potential earn-out | $ 4,500,000 | ||||||||||||||||||||||
Reynold Greenleaf & Associates, LLC. | Nuevo Holding LLC | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Licenses for facilities held by non-for-profit entities | item | 2 | ||||||||||||||||||||||
Number of Not For Profit Entities Acquired | director | 2 | ||||||||||||||||||||||
Notes payable | $ 17,000,000 | ||||||||||||||||||||||
Percentage of investor note | 5% | ||||||||||||||||||||||
RGA | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Goodwill | $ 6,200,000 | ||||||||||||||||||||||
Intangible assets | $ 28,790,000 | ||||||||||||||||||||||
MCG | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Number of retail dispensaries acquired | item | 2 | ||||||||||||||||||||||
Cash | $ 16,000,000 | ||||||||||||||||||||||
Consideration issued (in shares) | shares | 7,145,724 | ||||||||||||||||||||||
Goodwill | $ 19,850,000 | ||||||||||||||||||||||
Intangible assets | 12,400,000 | ||||||||||||||||||||||
Aggregate consideration | 29,000,000 | ||||||||||||||||||||||
Amount held back as collateral for potential claims for indemnification | $ 2,320,000 | ||||||||||||||||||||||
Brow | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Cash | $ 6,200,000 | ||||||||||||||||||||||
Goodwill | 1,790,000 | ||||||||||||||||||||||
Intangible assets | 3,970,000 | ||||||||||||||||||||||
Aggregate consideration | 6,700,000 | ||||||||||||||||||||||
Amount held back as collateral for potential claims for indemnification | $ 500,000 | ||||||||||||||||||||||
Area of building acquired | ft² | 37,000 | ||||||||||||||||||||||
Urban Dispensary | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Cash | $ 1,320,000 | ||||||||||||||||||||||
Consideration issued (in shares) | shares | 1,450,381 | ||||||||||||||||||||||
Goodwill | $ 398,148 | ||||||||||||||||||||||
Intangible assets | $ 2,490,000 | ||||||||||||||||||||||
Number of shares held back as collateral for potential claims for indemnification | shares | 219,848 | ||||||||||||||||||||||
Lightshade Labs Llc | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Number of retail dispensaries acquired | item | 2 | ||||||||||||||||||||||
Number of retail dispensaries leased | item | 2 | ||||||||||||||||||||||
Goodwill | $ 449,000 | ||||||||||||||||||||||
Intangible assets | 1,890,000 | ||||||||||||||||||||||
Aggregate consideration | 2,750,000 | ||||||||||||||||||||||
Escrow held consideration cash | $ 300,000 | ||||||||||||||||||||||
Smokey's | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Number of retail dispensaries acquired | item | 2 | ||||||||||||||||||||||
Cash | $ 3,750,000 | $ 3,750,000 | |||||||||||||||||||||
Shares consideration issued in common stock | $ 3,750,000 | 3,750,000 | |||||||||||||||||||||
Consideration issued (in shares) | shares | 2,884,615 | ||||||||||||||||||||||
Goodwill | $ 2,160,000 | ||||||||||||||||||||||
Intangible assets | 5,280,000 | ||||||||||||||||||||||
Aggregate consideration | 7,500,000 | 7,500,000 | |||||||||||||||||||||
Amount of cash consideration held back as collateral for potential claims for indemnification | $ 150,000 | $ 150,000 | |||||||||||||||||||||
Common stock held back as collateral for potential claims for indemnification | shares | 600,000 | 600,000 | |||||||||||||||||||||
Everest | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Number of dispensaries acquired | item | 14 | ||||||||||||||||||||||
Number of cultivation facilities acquired | item | 1 | ||||||||||||||||||||||
Number of manufacturing facilities acquired | item | 1 | 1 | 1 | 1 | 1 | ||||||||||||||||||
Cash | $ 12,500,000 | ||||||||||||||||||||||
Shares consideration issued in common stock | $ 8,000,000 | $ 8,000,000 | |||||||||||||||||||||
Consideration issued (in shares) | shares | 7,619,047 | 7,619,047 | |||||||||||||||||||||
Goodwill | $ 5,120,000 | 5,120,000 | $ 5,120,000 | $ 5,120,000 | $ 5,120,000 | ||||||||||||||||||
Intangible assets | 25,150,000 | 25,150,000 | 25,150,000 | $ 25,150,000 | 25,150,000 | ||||||||||||||||||
Call option agreement, option to acquire equity or assets percentage | 100% | ||||||||||||||||||||||
Purchase price of call option | 100 | 100 | 100 | $ 100 | 100 | ||||||||||||||||||
Payments required potential earn-out | 2,100,000 | 2,100,000 | 2,100,000 | 2,100,000 | 2,100,000 | ||||||||||||||||||
Notes payable | $ 17,350,000 | 17,350,000 | $ 17,350,000 | $ 17,350,000 | $ 17,350,000 | $ 17,350,000 | |||||||||||||||||
Aggregate consideration | 42,360,000 | $ 42,360,000 | |||||||||||||||||||||
Earn-out payments | $ 8,000,000 | ||||||||||||||||||||||
Earn-out payments, revenue performance period | 12 months | ||||||||||||||||||||||
Everest | Everest Note | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Percentage of investor note | 5% | 5% | 5% | 5% | 5% | ||||||||||||||||||
Number of periodic payment | 2 | 2 | |||||||||||||||||||||
Principal payment | $ 1,250,000 | ||||||||||||||||||||||
Standing Akimbo, LLC | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Cash | $ 1,000,000 | $ 1,000,000 | |||||||||||||||||||||
Shares consideration issued in common stock | $ 4,500,000 | 5,542,990 | |||||||||||||||||||||
Consideration issued (in shares) | shares | 4,488,691 | 5,540,000 | |||||||||||||||||||||
Share price | $ / shares | $ 1 | $ 1 | |||||||||||||||||||||
Goodwill | $ 1,770,000 | $ 1,768,633 | |||||||||||||||||||||
Intangible assets | $ 7,250,000 | ||||||||||||||||||||||
Percentage of investor note | 5% | ||||||||||||||||||||||
Aggregate consideration | $ 9,350,000 | $ 9,350,000 | $ 9,350,465 | ||||||||||||||||||||
Consideration payable in cash | 3,750,000 | 3,800,000 | |||||||||||||||||||||
Consideration payable in common stock | 5,540,000 | ||||||||||||||||||||||
Amount of common stock held back as collateral for potential claims for indemnification | $ 1,000,000 | $ 1,000,000 | |||||||||||||||||||||
Vertical Investment Group LLC d/b/a Stellar Cannabis Co. License | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Cash | $ 3,000,000 | ||||||||||||||||||||||
Amount held back as collateral for potential claims for indemnification | $ 300,000 |
Business Combinations - Purchas
Business Combinations - Purchase Price (Details) - USD ($) | 12 Months Ended | |||||
Nov. 28, 2023 | Jun. 15, 2023 | Apr. 13, 2023 | Apr. 12, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||||
Cash | $ 15,834,378 | $ 58,981,226 | ||||
Common stock | $ 3,000,000 | |||||
Evergreen Holdco, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Cash | 12,500,000 | |||||
Deferred Purchase Price | 2,385,000 | |||||
Seller notes | 17,350,291 | |||||
Common stock | 8,000,000 | |||||
Expected earn-out | 2,130,654 | |||||
Total purchase price | 42,365,945 | |||||
Standing Akimbo, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 1,000,000 | $ 1,000,000 | ||||
Deferred Purchase Price | $ 750,000 | 2,807,475 | ||||
Common stock | 4,500,000 | 5,542,990 | ||||
Total purchase price | $ 9,350,000 | $ 9,350,000 | $ 9,350,465 | |||
Smoke Holdco LLC | ||||||
Business Acquisition [Line Items] | ||||||
Cash | 3,750,000 | |||||
Common stock | 3,750,000 | |||||
Total purchase price | $ 7,500,000 |
Business Combinations - Allocat
Business Combinations - Allocation of Purchase Price (Details) - USD ($) | Dec. 31, 2023 | Jun. 15, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 67,499,199 | $ 94,605,301 | $ 43,316,267 | |
Evergreen Holdco, LLC | ||||
Business Acquisition [Line Items] | ||||
Cash | 1,412,722 | |||
Accounts receivable | 716,440 | |||
Inventory | 10,177,488 | |||
Fixed assets | 1,443,149 | |||
Intangible assets | 25,150,226 | |||
Goodwill | 5,122,417 | |||
Operating lease right of use assets | 4,610,779 | |||
Total assets acquired | 48,633,221 | |||
Accounts payable and accrued expenses | 1,656,497 | |||
Lease liability | 4,610,779 | |||
Total liabilities assumed | 6,267,276 | |||
Estimated fair value of net assets acquired | 42,365,945 | |||
Standing Akimbo, LLC | ||||
Business Acquisition [Line Items] | ||||
Cash | 2,100 | |||
Inventory | 330,000 | |||
Intangible assets | 7,249,732 | |||
Goodwill | 1,768,633 | $ 1,770,000 | ||
Total assets acquired | 9,350,465 | |||
Estimated fair value of net assets acquired | 9,350,465 | |||
Smoke Holdco LLC | ||||
Business Acquisition [Line Items] | ||||
Cash | 800 | |||
Inventory | 67,630 | |||
Intangible assets | 5,276,415 | |||
Goodwill | 2,155,155 | |||
Total assets acquired | 7,500,000 | |||
Estimated fair value of net assets acquired | $ 7,500,000 |
Business Combinations - Unaudit
Business Combinations - Unaudited Pro Forma Financial Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pro forma financial information | ||
Pro forma revenue | $ 52,476,845 | $ 181,818,767 |
Total pro forma net income | $ (32,939,892) | $ (16,920,270) |
Interest expense on Everest note | ||
Pro forma financial information | ||
Percentage of investor note | 5% | 5% |
Income tax expense | ||
Pro forma financial information | ||
Effective tax rate | 28.60% | |
Evergreen Holdco, LLC | ||
Pro forma financial information | ||
Pro forma revenue | $ 9,152,029 | $ 22,439,548 |
Pre- acquisition net income | 1,697,236 | 3,878,250 |
Total pro forma adjustments | (1,666,335) | (2,330,905) |
Total pro forma net income | 30,901 | 1,547,345 |
Evergreen Holdco, LLC | Transaction costs | ||
Pro forma financial information | ||
Total pro forma adjustments | 232,853 | (232,853) |
Evergreen Holdco, LLC | Interest expense on Everest note | ||
Pro forma financial information | ||
Total pro forma adjustments | (91,146) | (218,750) |
Evergreen Holdco, LLC | Depreciation and intangible amortization | ||
Pro forma financial information | ||
Total pro forma adjustments | (783,042) | (1,879,302) |
Evergreen Holdco, LLC | Income tax expense | ||
Pro forma financial information | ||
Total pro forma adjustments | (1,025,000) | |
Medicine Man Technologies, Inc. | ||
Pro forma financial information | ||
Pro forma revenue | 43,324,816 | 159,379,219 |
Total pro forma net income | $ (32,970,793) | $ (18,467,615) |
Goodwill Accounting - Narrative
Goodwill Accounting - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill Accounting | ||
Goodwill impairment charges | $ 1,801,740 | $ 11,719,306 |
Goodwill Accounting - Segment (
Goodwill Accounting - Segment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | ||
Beginning balance of goodwill | $ 94,605,301 | $ 43,316,267 |
Goodwill acquired during the period | 9,046,205 | 62,368,339 |
Measurement-period adjustment to prior year acquisition | (34,350,567) | 640,001 |
Goodwill impairment | (1,801,740) | (11,719,306) |
Ending balance of goodwill | 67,499,199 | 94,605,301 |
Retail | ||
Goodwill [Roll Forward] | ||
Beginning balance of goodwill | 52,583,794 | 26,349,025 |
Goodwill acquired during the period | 9,046,205 | 25,594,768 |
Measurement-period adjustment to prior year acquisition | (5,565,567) | 640,001 |
Goodwill impairment | (104,148) | |
Ending balance of goodwill | 55,960,284 | 52,583,794 |
Wholesale | ||
Goodwill [Roll Forward] | ||
Beginning balance of goodwill | 7,219,936 | 13,964,016 |
Goodwill acquired during the period | 1,792,000 | |
Goodwill impairment | (1,697,592) | (8,536,080) |
Ending balance of goodwill | 5,522,344 | 7,219,936 |
Other | ||
Goodwill [Roll Forward] | ||
Beginning balance of goodwill | 34,801,571 | 3,003,226 |
Goodwill acquired during the period | 34,981,571 | |
Measurement-period adjustment to prior year acquisition | (28,785,000) | |
Goodwill impairment | (3,183,226) | |
Ending balance of goodwill | $ 6,016,571 | $ 34,801,571 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Intangible Assets. | ||
Amortization expense | $ 16,415,903 | $ 8,638,112 |
Impairment of intangible assets | $ 0 | $ 0 |
Impairment Of Intangible Asset Finite Lived Statement Of Income Or Comprehensive Income Extensible Enumeration Not Disclosed Flag | true | true |
Intangible Assets - Intangible
Intangible Assets - Intangible Assets (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 198,874,642 | $ 124,017,580 |
Accumulated Amortization | (32,706,765) | (16,290,862) |
License agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 183,740,142 | 111,491,280 |
Accumulated Amortization | (25,092,938) | (12,154,237) |
Tradename | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 7,931,500 | 6,021,500 |
Accumulated Amortization | (3,757,875) | (1,862,242) |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 5,150,000 | 5,150,000 |
Accumulated Amortization | (2,210,119) | (1,474,405) |
Non-compete | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,053,000 | 1,265,000 |
Accumulated Amortization | $ (1,645,833) | (765,556) |
Product license and registration | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 57,300 | |
Accumulated Amortization | (21,783) | |
Trade secret | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 32,500 | |
Accumulated Amortization | $ (12,639) |
Intangible Assets - Future Proj
Intangible Assets - Future Projected Annual Amortization Expense (Details) | Dec. 31, 2023 USD ($) |
Intangible Assets. | |
2024 | $ 15,124,635 |
2025 | 14,781,757 |
2026 | 13,970,580 |
2027 | 13,330,407 |
2028 | 12,492,489 |
Thereafter | 96,468,009 |
Total future projected annual amortization expense | $ 166,167,877 |
Derivative Liabilities (Details
Derivative Liabilities (Details) | 12 Months Ended | ||||
Jun. 11, 2019 $ / shares shares | Jan. 08, 2019 $ / shares shares | Dec. 31, 2023 USD ($) Y $ / shares | Dec. 31, 2022 USD ($) | Dec. 07, 2021 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Original issue discount | $ 32,469,683 | $ 40,993,176 | |||
Change in fair value of derivative liabilities | 15,870,232 | 18,414,760 | |||
Amortization of debt discount | $ 8,523,493 | 7,484,613 | |||
Stock price | Minimum | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Derivative liability, measurement input | $ / shares | 1.32 | ||||
Stock price | Maximum | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Derivative liability, measurement input | $ / shares | 3.75 | ||||
Contractual term | Minimum | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Derivative liability, measurement input | Y | 1 | ||||
Contractual term | Maximum | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Derivative liability, measurement input | Y | 3 | ||||
Risk-free interest rate | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Derivative liability, measurement input | 0.0485 | ||||
Expected volatility | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Derivative liability, measurement input | 0.45 | ||||
Derivative Liability | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Fair value of derivative liabilities | $ 638,020 | 16,508,253 | |||
Original issue discount | 48,936,674 | ||||
Investor Notes | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Face amount | $ 95,000,000 | ||||
An Officer | Restricted Stock | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Restricted stock granted, shares | shares | 1,000,000 | 500,000 | |||
Share price (in dollars per share) | $ / shares | $ 0 | $ 8 | |||
An Officer | Restricted Stock | Derivative Liability | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Fair value of derivative liabilities | $ 0 | $ 0 |
Debt (Details)
Debt (Details) | 12 Months Ended | ||||||||||||
Nov. 28, 2023 USD ($) | Jun. 01, 2023 USD ($) | Jun. 01, 2023 USD ($) item | Jun. 01, 2023 USD ($) payment | Dec. 07, 2021 USD ($) | Dec. 03, 2021 USD ($) item | Jul. 21, 2021 USD ($) | Feb. 26, 2021 USD ($) | Dec. 17, 2020 USD ($) | Dec. 31, 2023 USD ($) | Jun. 15, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jul. 28, 2021 USD ($) | |
Short-term Debt [Line Items] | |||||||||||||
Debt discount related to derivative liability portion | $ 32,469,683 | $ 40,993,176 | |||||||||||
Standing Akimbo, LLC | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Interest rate (as percentage) | 5% | ||||||||||||
Principal amount | $ 2,800,000 | ||||||||||||
Debt term | 4 years | ||||||||||||
Term Loan | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Proceeds from loans | $ 10,000,000 | ||||||||||||
Interest rate | 15% | ||||||||||||
Principal payment | $ 750,000 | ||||||||||||
Maturity date | Feb. 26, 2025 | ||||||||||||
Consolidated fixed charge coverage ratio | 1.3 | ||||||||||||
Cash deposit in account in which the lender has a security interest | $ 3 | ||||||||||||
Interest rate (as percentage) | 15% | 12% | |||||||||||
Outstanding debt amount | 12,750,000 | 15,000,000 | |||||||||||
Principal amount | $ 10,000,000 | $ 5,000,000 | |||||||||||
Interest payable in cash | Jun. 01, 2023 | ||||||||||||
Seller Notes | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Outstanding debt amount | 44,250,000 | 44,250,000 | |||||||||||
Seller Notes | Star Buds | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Interest rate (as percentage) | 12% | ||||||||||||
Principal amount | $ 44,250,000 | 44,250,000 | 44,250,000 | ||||||||||
Interest payable in cash | Dec. 17, 2025 | ||||||||||||
Seller Notes | Star Buds | Debt Instrument, Redemption, Period One | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Principal payment | 13,901,759 | ||||||||||||
Seller Notes | Star Buds | Debt Instrument, Redemption, Period Two | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Principal payment | 3,474,519 | ||||||||||||
Seller Notes | Star Buds | Debt Instrument, Redemption, Period Three | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Principal payment | 26,873,722 | ||||||||||||
Investor Note | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Interest rate (as percentage) | 13% | 13% | |||||||||||
Outstanding debt amount | $ 103,142,994 | $ 99,118,391 | |||||||||||
Interest payable in cash (as percentage) | 9% | 9% | |||||||||||
Principal amount | $ 95,000,000 | ||||||||||||
Purchase price | 93,100,000 | ||||||||||||
Debt discount related to derivative liability portion | $ 1,900,000 | ||||||||||||
Interest rate | 2% | ||||||||||||
Proceeds from issuance of private placement | $ 92,000,000 | ||||||||||||
Debt term | 5 years | ||||||||||||
Number of accredited investors | item | 31 | ||||||||||||
Nuevo Purchase Agreement | Nuevo Note Payable | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Interest rate (as percentage) | 5% | ||||||||||||
Aggregate amount | $ 17,000,000 | ||||||||||||
Everest Note | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Outstanding debt amount | $ 14,984,375 | ||||||||||||
Everest Note | Everest | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Interest rate (as percentage) | 5% | 5% | 5% | ||||||||||
Number of periodic payment | 2 | 2 | |||||||||||
Outstanding debt amount | $ 1,250,000 | $ 1,250,000 | $ 1,250,000 | ||||||||||
Principal amount | $ 17,350,291 | $ 17,350,291 | $ 17,350,291 | ||||||||||
Principal payment | $ 1,250,000 | ||||||||||||
Interest payable in cash | Aug. 30, 2023 | ||||||||||||
Loan Agreement | Term Loan | Southern Colorado Growers | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Proceeds from loans | $ 5,000,000 |
Debt - Indebtedness (Details)
Debt - Indebtedness (Details) - USD ($) | Jun. 01, 2023 | Feb. 07, 2022 | Dec. 07, 2021 | Dec. 03, 2021 | Feb. 26, 2021 | Dec. 17, 2020 | Dec. 31, 2023 | Jun. 15, 2023 | Dec. 31, 2022 | Jul. 28, 2021 |
Debt Instrument [Line Items] | ||||||||||
Less: unamortized debt issuance costs | $ (4,917,644) | $ (6,603,695) | ||||||||
Less: unamortized debt discount | (32,469,683) | (40,993,176) | ||||||||
Total long term debt | 156,809,214 | 127,771,520 | ||||||||
Long term debt and unamortized debt issuance costs | 153,262,203 | 125,521,520 | ||||||||
Less: current portion of long term debt | (3,547,011) | (2,250,000) | ||||||||
Standing Akimbo, LLC | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | $ 2,800,000 | |||||||||
Interest rate (as percentage) | 5% | |||||||||
Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Outstanding debt amount | 12,750,000 | 15,000,000 | ||||||||
Principal amount | $ 10,000,000 | $ 5,000,000 | ||||||||
Interest rate (as percentage) | 15% | 12% | ||||||||
Interest payable in cash | Jun. 01, 2023 | |||||||||
Seller Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Outstanding debt amount | 44,250,000 | 44,250,000 | ||||||||
Seller Notes | Star Buds | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | $ 44,250,000 | 44,250,000 | 44,250,000 | |||||||
Interest rate (as percentage) | 12% | |||||||||
Interest payable in cash | Dec. 17, 2025 | |||||||||
Investor Note | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Outstanding debt amount | 103,142,994 | 99,118,391 | ||||||||
Less: unamortized debt discount | $ (1,900,000) | |||||||||
Principal amount | $ 95,000,000 | |||||||||
Interest rate (as percentage) | 13% | 13% | ||||||||
Interest payable in cash (as percentage) | 9% | 9% | ||||||||
Accreting interest rate to principal amount (as percentage) | 4 | |||||||||
Seller Note 2022 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Outstanding debt amount | 17,000,000 | $ 17,000,000 | ||||||||
Seller Note 2022 | Nuevo Holding LLC | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | $ 17,000,000 | |||||||||
Interest rate (as percentage) | 5% | |||||||||
Interest payable in cash | Feb. 07, 2025 | |||||||||
Everest Note | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Outstanding debt amount | 14,984,375 | |||||||||
Everest Note | Everest | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Outstanding debt amount | $ 1,250,000 | |||||||||
Principal amount | $ 17,350,291 | |||||||||
Interest rate (as percentage) | 5% | |||||||||
Interest payable in cash | Aug. 30, 2023 | |||||||||
Akibbo Note | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Outstanding debt amount | $ 2,069,172 | |||||||||
Akibbo Note | Standing Akimbo, LLC | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | $ 2,807,474 | |||||||||
Interest rate (as percentage) | 5% |
Debt - Maturities of Long-term
Debt - Maturities of Long-term Debt (Details) | Dec. 31, 2023 USD ($) |
Principal Payments | |
2024 | $ 3,547,011 |
2025 | 42,128,139 |
2026 | 135,634,107 |
2027 | 12,887,284 |
Total | 194,196,541 |
Unamortized Debt Issuance Costs | |
2024 | 1,686,049 |
2025 | 1,686,049 |
2026 | 1,545,546 |
Total | 4,917,644 |
Unamortized Debt Discount | |
2024 | 9,734,935 |
2025 | 11,057,799 |
2026 | 11,676,949 |
Total | 32,469,683 |
Net Long Term Debt | |
2024 | (7,873,973) |
2025 | 29,384,291 |
2026 | 122,411,612 |
2027 | 12,887,284 |
Total | $ 156,809,214 |
Leases (Details)
Leases (Details) | Dec. 31, 2023 |
Minimum | |
Weighted average lease discount rate | 6% |
Maximum | |
Lessee, Operating Lease, Remaining Lease Term | 10 years |
Weighted average lease discount rate | 12% |
Leases - Balance Sheet Classifi
Leases - Balance Sheet Classification (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | ||
Operating lease right of use assets | $ 34,233,142 | $ 18,199,399 |
Lease liabilities | 4,922,724 | 3,139,289 |
Lease liabilities | $ 30,133,452 | $ 17,314,464 |
Leases - Future Minimum Lease O
Leases - Future Minimum Lease Obligation (Details) | Dec. 31, 2023 USD ($) |
Leases | |
2024 | $ 8,753,538 |
2025 | 7,704,717 |
2026 | 6,935,556 |
2027 | 5,409,672 |
2028 | 4,643,953 |
Thereafter | 21,381,630 |
Total future minimum lease obligations | 54,829,065 |
Less: interest | (19,772,889) |
Present value of lease liabilities | $ 35,056,176 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) | 12 Months Ended | |
Dec. 31, 2023 USD ($) item $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Stockholders' Equity | ||
Number of classes of stock | item | 2 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | shares | 10,000,000 | 10,000,000 |
Preferred stock par value | $ / shares | $ 0.001 | $ 0.001 |
Preferred stock, outstanding (in shares) | shares | 85,534 | 86,994 |
Preferred stock, issued (in shares) | shares | 85,534 | 86,994 |
Escrow shares | shares | 944 | 944 |
Preferred stock, dividend rate | 8% | |
Preferred stock dividend rate, per share amount | $ / shares | $ 1,000 | |
Preferred stock, conversion price | $ / shares | $ 1.20 | |
Accumulated preferred dividends | $ | $ 8,154,993 | $ 7,802,809 |
Stockholders' Equity - Conversi
Stockholders' Equity - Conversion of Preferred Stock to Common Stock (Details) | Dec. 18, 2023 item shares | Sep. 06, 2023 shares |
Class of Stock [Line Items] | ||
Conversion of preferred stock | 480 | 500 |
Conversion of shares | 514,512 | |
Number of holders converted | item | 2 | |
Shareholder one | ||
Class of Stock [Line Items] | ||
Conversion of common stock | 504,108 | |
Shareholder two | ||
Class of Stock [Line Items] | ||
Conversion of common stock | 504,108 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | |
Stockholders' Equity | ||
Common stock, authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, issued (in shares) | 56,352,545 | 74,888,392 |
Common stock, outstanding (in shares) | 55,212,547 | 73,968,242 |
Treasury stock, common shares | 920,150 | 920,150 |
Common stock held in escrow | 219,848 |
Stockholders' Equity - Common_2
Stockholders' Equity - Common Stock Issued as Compensation to Employees, Officers, and Directors (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||
Stock issued for compensation, value | $ 974,093 | $ 1,027,288 |
Employees, Officers, and Directors | ||
Class of Stock [Line Items] | ||
Stock issued for compensation, shares | 1,224,400 | 929,941 |
Stock issued for compensation, value | $ 974,093 | $ 1,027,288 |
Stockholders' Equity - Equity I
Stockholders' Equity - Equity Incentive Plan (Details) | 12 Months Ended | |||
May 24, 2023 installment | May 03, 2023 | Dec. 31, 2023 USD ($) installment | Dec. 31, 2022 USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stock based compensation expense | $ | $ 3,574,831 | $ 2,672,713 | ||
Equity Incentive Plan | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of installments | installment | 4 | |||
Service contractual term | 10 years | |||
Stock based compensation expense | $ | $ 3,574,831 | $ 2,672,713 | ||
Equity Incentive Plan | Long Term Incentive Plan 2023 | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Vesting period (in years) | 4 years | |||
Vesting percentage | 25% | |||
Chief executive officer | Chief executive officer agreement | Mr. Krishnamurthy | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Vesting period (in years) | 4 years | |||
Chief executive officer | Chief executive officer agreement | Restricted stock units | Mr. Krishnamurthy | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of installments | installment | 4 |
Stockholders' Equity - Other Eq
Stockholders' Equity - Other Equity Award (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||
Share-Based Payment Arrangement, Grantee Status [Extensible Enumeration] | us-gaap:ShareBasedPaymentArrangementNonemployeeMember | ||
Other Equity Award | |||
Class of Stock [Line Items] | |||
Granted (in shares) | 2,000,000 | ||
Exercise price (in dollars per share) | $ 1.49 | ||
Exercised (in shares) | 0 | ||
Outstanding (in shares) | 2,000,000 | ||
Weighted Average Exercise Price | $ 1.49 | ||
Options outstanding, Aggregate intrinsic value | $ 0 | $ 0 | |
Weighted-average remaining contractual term | 2 months | 3 months |
Stockholders' Equity - Common_3
Stockholders' Equity - Common Stock and Preferred Stock Issued as Payments for Acquisitions (Details) - USD ($) | 1 Months Ended | 4 Months Ended | 12 Months Ended | |||||||
Dec. 29, 2023 | Jun. 15, 2023 | Jun. 01, 2023 | May 11, 2023 | May 31, 2022 | Jul. 21, 2021 | Dec. 31, 2022 | May 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||||||||||
Shares issued for acquisition, value | $ 17,876,320 | $ 15,737,855 | ||||||||
Southern Colorado Growers | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of stock as payment for acquisitions (in shares) | 2,213,994 | |||||||||
Shares issued for acquisition, value | $ 5,377,786 | |||||||||
Stock issued for acquisition placed in escrow, share | 221,400 | |||||||||
Stock issued for acquisition placed in escrow, value | $ 537,779 | |||||||||
Stock released from escrow (in shares) | 205,384 | |||||||||
Stock released from escrow | $ 499,083 | |||||||||
Stock cancelled from escrow (in shares) | 16,016 | |||||||||
Stock cancelled from escrow | $ 38,919 | |||||||||
Drift | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of stock as payment for acquisitions (in shares) | 1,146,099 | |||||||||
Shares issued for acquisition, value | $ 1,948,620 | |||||||||
MCG | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of stock as payment for acquisitions (in shares) | 7,145,724 | |||||||||
Shares issued for acquisition, value | $ 11,592,854 | |||||||||
Urban Dispensary | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of stock as payment for acquisitions (in shares) | 1,450,381 | |||||||||
Shares issued for acquisition, value | $ 1,900,000 | |||||||||
Stock issued for acquisition placed in escrow, share | 219,848 | |||||||||
Stock issued for acquisition placed in escrow, value | $ 288,000 | |||||||||
Stock released from escrow (in shares) | 182,262 | |||||||||
Stock released from escrow | $ 238,763 | |||||||||
Stock cancelled from escrow (in shares) | 37,586 | |||||||||
Stock cancelled from escrow | $ 49,237 | |||||||||
Smokey's | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of stock as payment for acquisitions (in shares) | 2,884,615 | |||||||||
Shares issued for acquisition, value | $ 3,150,000 | |||||||||
Everest | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of stock as payment for acquisitions (in shares) | 555,567 | 7,619,047 | ||||||||
Shares issued for acquisition, value | $ 583,346 | $ 8,000,000 | ||||||||
Standing Akimbo | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of stock as payment for acquisitions (in shares) | 4,488,691 | |||||||||
Shares issued for acquisition, value | $ 4,488,692 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 02, 2021 | |
Star Buds | ||||
Class of Stock [Line Items] | ||||
Warrant to purchase shares (in shares) | 5,531,250 | |||
Warrants | Minimum | ||||
Class of Stock [Line Items] | ||||
Stock price | $ 1.20 | |||
Risk-free interest rate | 0.21% | |||
Expected volatility rate | 157.60% | |||
Warrants | Maximum | ||||
Class of Stock [Line Items] | ||||
Stock price | $ 2.50 | |||
Warrant contractual term | 5 years | |||
Risk-free interest rate | 1.84% | |||
Expected volatility rate | 194.56% | |||
Warrants | Accredited Investor | ||||
Class of Stock [Line Items] | ||||
Warrant to purchase shares (in shares) | 1,500,000 | 187,500 | ||
Purchase price (in dollars per share) | $ 2.50 | $ 3.50 | ||
Warrant term | 5 years | 3 years | ||
Stock price | $ 3.50 | |||
Warrant contractual term | 3 years | |||
Risk-free interest rate | 0.21% | |||
Warrants forfeited | 187,500 | |||
Warrants | Accredited Investor | Minimum | ||||
Class of Stock [Line Items] | ||||
Risk-free interest rate | 0.38% | |||
Expected volatility rate | 173.07% | |||
Warrants | Accredited Investor | Maximum | ||||
Class of Stock [Line Items] | ||||
Expected volatility rate | 187.52% | |||
Warrants | SBUD LLC | ||||
Class of Stock [Line Items] | ||||
Warrant to purchase shares (in shares) | 5,531,250 | |||
Purchase price (in dollars per share) | $ 1.20 | |||
Warrant term | 5 years |
Stockholders' Equity - Warrant
Stockholders' Equity - Warrant Activity (Details) - Warrants - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Offsetting Assets [Line Items] | ||
Warrants outstanding, beginning balance | 7,218,750 | |
Warrants forfeited/expired | (187,500) | |
Warrants outstanding, ending balance | 7,031,250 | 7,218,750 |
Weighted Average Exercise Price | $ 1.48 | $ 1.76 |
Weighted Average Remaining Contractual Life | 2 years 1 month 9 days | 2 years 11 months 26 days |
Stockholders' Equity - Black-Sc
Stockholders' Equity - Black-Scholes option pricing model to fair value of the options granted (Details) - Employee Stock Option | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk-free interest rate | 3.88% | 3.96% |
Expected dividend yield | 0% | 0% |
Expected volatility rate | 75.97% | 78.97% |
Maximum | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Contractual term | 6 years 3 months | 6 years 3 months |
Minimum | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Contractual term | 4 years 9 months | 4 years 9 months |
Stockholders' Equity - ISO Awar
Stockholders' Equity - ISO Awards activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Options, Weighted Average Exercise Price | ||
Vested (in dollars per share) | $ 2.05 | |
Equity Incentive Plan | ||
Options, Shares | ||
Beginning balance (in shares) | 10,356,500 | |
Granted (in shares) | 7,145,000 | |
Forfeited (in shares) | (991,500) | |
Vested (in shares) | (2,061,250) | |
Ending balance (in shares) | 14,448,750 | 10,356,500 |
Exercisable (in shares) | 14,448,750 | |
Options, Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 2.13 | |
Granted (in dollars per share) | 1.14 | |
Forfeited (in dollars per share) | 1.36 | |
Ending balance (in dollars per share) | $ 2.13 | |
Exercisable (in dollars per share) | $ 1.86 | |
Options, Additional information | ||
Weighted average remaining contractual term, Granted | 9 years 2 months 23 days | |
Weighted-average remaining contractual term | 6 years 1 month 28 days | 7 years 29 days |
Options exercisable, Weighted Average Remaining Contractual Term (in years) | 6 years 1 month 28 days | |
Options outstanding, Aggregate intrinsic value | $ 772,996 | |
LTIP | ||
Options, Shares | ||
Beginning balance (in shares) | 0 | |
Granted (in shares) | 702,432 | |
Forfeited (in shares) | (25,976) | |
Ending balance (in shares) | 676,456 | 0 |
Exercisable (in shares) | 676,456 | |
Options, Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 0 | |
Granted (in dollars per share) | 1.03 | |
Forfeited (in dollars per share) | 1.03 | |
Ending balance (in dollars per share) | 1.03 | $ 0 |
Exercisable (in dollars per share) | $ 1.03 | |
Options, Additional information | ||
Weighted average remaining contractual term, Granted | 9 years 4 months 6 days | |
Weighted-average remaining contractual term | 9 years 4 months 6 days | |
Options exercisable, Weighted Average Remaining Contractual Term (in years) | 9 years 4 months 6 days |
Stockholders' Equity - Unvested
Stockholders' Equity - Unvested RSU awards (Details) - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Shares | |
Unvested shares | shares | 0 |
Granted | shares | 1,600,000 |
Vested | shares | (400,000) |
Unvested shares | shares | 1,200,000 |
Weighted-Average Grant Date Fair Value | |
Unvested shares | $ / shares | $ 0 |
Granted | $ / shares | 1.03 |
Vested | $ / shares | 1.03 |
Unvested shares | $ / shares | $ 1.03 |
Stockholders' Equity - Unvest_2
Stockholders' Equity - Unvested PSU awards (Details) - PSU Awards | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Shares | |
Unvested shares | shares | 0 |
Granted | shares | 702,432 |
Forfeited or expired | shares | (25,976) |
Unvested shares | shares | 676,456 |
Weighted-Average Grant Date Fair Value | |
Unvested shares | $ / shares | $ 0 |
Granted | $ / shares | 1.03 |
Forfeited or expired | $ / shares | 1.03 |
Unvested shares | $ / shares | $ 1.03 |
Earnings per share (Basic and_3
Earnings per share (Basic and Dilutive) - Reconciliation of Numerator and Denominator used in Basic and Diluted EPS Calculations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator: | ||
Net Income (Loss) | $ (34,549,344) | $ (18,467,615) |
Less: Accumulated preferred stock dividends for the period | (8,154,993) | (7,802,809) |
Net income (loss) attributable to common stockholders | $ (42,704,337) | $ (26,270,424) |
Denominator: | ||
Weighted-average shares of common stock | 64,535,245 | 53,637,003 |
Basic earnings (loss) per share | $ (0.66) | $ (0.49) |
Add: Investor note accrued interest | $ 1,686,051 | $ 4,007,557 |
Add: Investor note amortized debt discount | 8,523,493 | 7,484,613 |
Less: Loss on derivative liability related to investor note | $ 15,870,233 | $ (18,414,760) |
Fair Value, Net Derivative Asset (Liability), Recurring Basis, Still Held, Unrealized Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Unrealized gain on derivative liabilities | Unrealized gain on derivative liabilities |
Net income (loss) attributable to common stockholders - dilutive | $ (16,624,560) | $ (33,193,014) |
Weighted average number of shares outstanding - diluted | 64,535,245 | 53,637,003 |
Diluted (loss) earnings per share | $ (0.66) | $ (0.49) |
Dilutive effect of investor notes | 50,603,812 | 49,379,715 |
Diluted weighted-average shares of common stock | 115,139,056 | 103,016,719 |
Tax Provision - Components of I
Tax Provision - Components of Income Tax (Benefit) Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current: | ||
Federal | $ 20,745,917 | $ 17,127,037 |
State | 1,900,829 | 483,037 |
Total current tax expense | 22,646,746 | 17,610,074 |
Deferred: | ||
Federal | (725,879) | (611,750) |
State | (2,180,272) | (2,100,260) |
Total deferred tax expense (benefit) | $ (2,906,151) | $ (2,712,010) |
Tax Provision - Reconciliation
Tax Provision - Reconciliation of Income Tax Expense (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Tax Provision | ||
Income (loss) before income taxes | $ (15,408,802) | $ (3,569,552) |
Statutory tax rate | 21% | 21% |
Expense (benefit) based on statutory rates | $ (3,235,848) | $ (749,606) |
State income taxes | (1,171,514) | (949,986) |
Expenses disallowed under IRC Section 280E | 19,957,552 | 16,308,522 |
Stock-based compensation | 89,286 | 177,912 |
Remeasurement on derivative liability | (3,332,749) | (3,867,100) |
Nondeductible penalties | 1,796,633 | |
Other permanent differences | 941,328 | 244,130 |
Change in valuation allowance | (2,062,697) | |
Change in state rate | 17,230 | (176,568) |
Return to provision | 3,416,949 | 4,890,722 |
Deferred tax true-up | 1,058,492 | 1,082,735 |
Other Adjustments, | 203,236 | |
Total income tax expense | $ 19,740,595 | $ 14,898,064 |
Tax Provision - Components of D
Tax Provision - Components of Deferred Income Taxes (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 1,619,741 | |
Interest expense carryforwards | 2,744,673 | $ 1,129,939 |
Goodwill and intangible assets | 2,573,017 | 2,359,197 |
Lease liabilities | 3,275,084 | 1,705,867 |
Share based compensation accruals | 219,966 | 598,861 |
Loyalty points | 365,565 | 412,218 |
Fixed assets | 235,839 | 367,776 |
Capitalized transaction costs | 114,269 | 217,320 |
Bad debt allowance | 26,953 | 36,742 |
Accrued expenses | 48,600 | 8,537 |
Net deferred tax assets | 11,223,707 | 6,836,457 |
Deferred tax liabilities: | ||
Goodwill and intangible assets | 5,902,988 | 5,594,714 |
Operating leases | 3,206,284 | 1,595,394 |
Unrealized loss | 117,946 | 117,750 |
Cash-to-accrual | 30,669 | |
Net deferred tax liabilities | 9,227,218 | 7,338,527 |
Total net deferred tax assets | $ 1,996,489 | |
Total net deferred tax (liabilities) | $ (502,070) |
Tax Provision (Details)
Tax Provision (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Tax Provision | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Change in valuation allowance | 0 | |
Federal | ||
Tax Provision | ||
Net operating loss carryforwards | 3,266,624 | |
State | ||
Tax Provision | ||
Net operating loss carryforwards | $ 18,642,171 |
Related Party Transactions (Det
Related Party Transactions (Details) | 1 Months Ended | 12 Months Ended | |||||||||||||||||||||||||
Dec. 29, 2023 USD ($) shares | Sep. 29, 2023 USD ($) shares | Jun. 13, 2023 USD ($) | May 27, 2023 USD ($) | May 24, 2023 USD ($) installment shares | May 03, 2023 USD ($) shares | Apr. 05, 2023 USD ($) shares | Sep. 22, 2022 USD ($) shares | Jun. 24, 2022 shares | Jun. 14, 2022 USD ($) shares | May 04, 2022 USD ($) shares | Dec. 07, 2021 USD ($) | Mar. 30, 2021 USD ($) shares | Mar. 02, 2021 shares | Feb. 26, 2021 USD ($) $ / shares shares | Feb. 25, 2021 shares | Feb. 03, 2021 shares | Dec. 22, 2020 shares | Dec. 18, 2020 shares | Dec. 16, 2020 USD ($) shares | Jun. 05, 2019 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) shares | Jun. 30, 2022 USD ($) | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) | Mar. 14, 2021 | Nov. 16, 2020 $ / shares | |
Restricted stock units | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Stock units granted | shares | 1,600,000 | ||||||||||||||||||||||||||
Common Stock | CRW Capital LLC | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Ownership interest (as percentage) | 5% | ||||||||||||||||||||||||||
Securities Purchase Agreement | Investor Notes | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Interest payable in cash (as percentage) | 9% | ||||||||||||||||||||||||||
Interest rate (as percentage) | 13% | ||||||||||||||||||||||||||
Jonathan Berger | Common Stock | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Stock issued, new shares | shares | 89,080 | 40,900 | 12,136 | 50,971 | 102,355 | 19,085 | 70,001 | 40,463 | |||||||||||||||||||
Number of shares issued, Value | $ 54,250 | $ 32,311 | $ 12,500 | $ 52,500 | $ 100,000 | $ 35,001 | $ 22,728 | $ 25,001 | |||||||||||||||||||
CRW | Common Stock | CRW Capital LLC | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Ownership interest (as percentage) | 5% | ||||||||||||||||||||||||||
CRW | Preferred Stock. | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 1,000 | ||||||||||||||||||||||||||
Proceeds from sale of equity | $ 25,350,000 | ||||||||||||||||||||||||||
CRW | Securities Purchase Agreement | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Monitoring fee | 150,000 | ||||||||||||||||||||||||||
Monitoring fee per month | 12,500 | ||||||||||||||||||||||||||
Payment of monitoring fee | $ 150,000 | $ 0 | $ 25,000 | ||||||||||||||||||||||||
CRW | Securities Purchase Agreement | Preferred Stock. | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Stock issued, new shares | shares | 25,350 | ||||||||||||||||||||||||||
CRW | Securities Purchase Agreement | Preferred Stock. | Series A Preferred Stock | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 1,000 | ||||||||||||||||||||||||||
Proceeds from sale of equity | $ 25,350,000 | ||||||||||||||||||||||||||
Stock issued, new shares | shares | 25,350 | ||||||||||||||||||||||||||
Cozad Investments, L.P. | Securities Purchase Agreement | Investor Notes | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Note receivable balance | $ 245,000 | ||||||||||||||||||||||||||
Principal amount | $ 250,000 | ||||||||||||||||||||||||||
Mr Cozad | Common Stock | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Stock issued, new shares | shares | 45,156 | 34,253 | 50,971 | 22,728 | 40,463 | ||||||||||||||||||||||
Number of shares issued, Value | $ 27,500 | $ 52,500 | $ 35,001 | $ 70,001 | $ 27,060 | ||||||||||||||||||||||
Dye Cann I | Securities Purchase Agreement | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Purchase price (in dollars per share) | $ / shares | $ 3.50 | ||||||||||||||||||||||||||
Percentage of warrants to purchase common stock | 100% | ||||||||||||||||||||||||||
Proceeds from sale of equity | $ 18,575,000 | ||||||||||||||||||||||||||
Stock issued for acquisition placed in escrow, value | shares | 9,287,500 | 1,500,000 | |||||||||||||||||||||||||
Dye Cann I | Securities Purchase Agreement | Common Stock | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Shares to be sold, purchase agreement, minimum | shares | 8,187,500 | ||||||||||||||||||||||||||
Shares to be sold, purchase agreement, maximum | shares | 10,687,500 | ||||||||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 2 | ||||||||||||||||||||||||||
Proceeds from sale of equity | $ 3,000,000 | ||||||||||||||||||||||||||
Stock issued, new shares | shares | 9,287,500 | 1,500,000 | |||||||||||||||||||||||||
Dye Cann I | Securities Purchase Agreement | Preferred Stock. | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Stock issued, new shares | shares | 7,700 | ||||||||||||||||||||||||||
Dye Cann II | Securities Purchase Agreement | Preferred Stock. | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 1,000 | ||||||||||||||||||||||||||
Proceeds from sale of equity | $ 21,350,000 | ||||||||||||||||||||||||||
Stock issued, new shares | shares | 4,000 | 2,500 | 1,300 | 3,100 | 1,300 | 1,450 | 21,350 | ||||||||||||||||||||
Lakewood Landlord | Loans to Purchase Property for Lease | Dye Capital LLLP | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Amount of transaction | $ 2,300,000 | ||||||||||||||||||||||||||
Lakewood Landlord | Lease Agreement | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Lease term | 5 years | ||||||||||||||||||||||||||
Monthly rent payment | $ 22,649 | ||||||||||||||||||||||||||
Tella Digital | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Costs and expenses to related party | $ 503,342 | $ 382,622 | |||||||||||||||||||||||||
Brian Ruden | CRW Capital LLC | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Ownership interest (as percentage) | 50% | ||||||||||||||||||||||||||
Brian Ruden | Common Stock | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Amount of annual compensation | $ 35,000 | ||||||||||||||||||||||||||
Jeff Garwood | Common Stock | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Stock issued, new shares | shares | 15,158 | 22,152 | 50,971 | 22,728 | 40,463 | ||||||||||||||||||||||
Number of shares issued, Value | $ 9,231 | $ 17,500 | $ 35,001 | $ 70,001 | |||||||||||||||||||||||
Cash paid as compensation for service | $ 8,750 | ||||||||||||||||||||||||||
Jeff Garwood | Securities Purchase Agreement | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Interest payable in cash (as percentage) | 9% | ||||||||||||||||||||||||||
Note receivable balance | $ 294,000 | ||||||||||||||||||||||||||
Interest rate | 13% | ||||||||||||||||||||||||||
Principal amount | $ 300,000 | ||||||||||||||||||||||||||
Jeff Garwood | Securities Purchase Agreement | Common Stock | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Number of shares issued, Value | $ 52,500 | ||||||||||||||||||||||||||
Pratap Mukharji | Common Stock | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Stock issued, new shares | shares | 43,103 | 33,228 | 50,971 | 22,728 | 40,463 | ||||||||||||||||||||||
Number of shares issued, Value | $ 26,250 | $ 26,250 | $ 52,500 | $ 35,001 | $ 70,001 | ||||||||||||||||||||||
Pratap Mukharji | Securities Purchase Agreement | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Interest payable in cash (as percentage) | 9% | ||||||||||||||||||||||||||
Note receivable balance | $ 196,000 | ||||||||||||||||||||||||||
Interest rate | 13% | ||||||||||||||||||||||||||
Principal amount | $ 200,000 | ||||||||||||||||||||||||||
Rubin Revocable Trust | Securities Purchase Agreement | Investor Notes | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Interest payable in cash (as percentage) | 9% | ||||||||||||||||||||||||||
Interest rate (as percentage) | 13% | ||||||||||||||||||||||||||
Note receivable balance | $ 98,000 | ||||||||||||||||||||||||||
Principal amount | $ 100,000 | ||||||||||||||||||||||||||
Dye Capital | Convertible Promissory Note And Security Agreement | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Debt converted, amount converted | $ 5,000,000 | ||||||||||||||||||||||||||
Debt interest amount converted | $ 60,250 | ||||||||||||||||||||||||||
Shares issued on conversion of debt (in shares) | shares | 5,060 | ||||||||||||||||||||||||||
Cash paid on conversion of debt | $ 230.97 | ||||||||||||||||||||||||||
Principal amount | $ 5,000,000 | ||||||||||||||||||||||||||
Board of directors | Chair Agreement | Mr. Dye | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Termination fee payable. | $ 350,000 | ||||||||||||||||||||||||||
Stock option awards vested and outstanding | shares | 2,000,000 | ||||||||||||||||||||||||||
Amount of annual compensation | $ 300,000 | ||||||||||||||||||||||||||
Mr. Dye | Common Stock | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Stock issued, new shares | shares | 123,153 | 130,801 | |||||||||||||||||||||||||
Number of shares issued, Value | $ 75,000 | $ 103,333 | |||||||||||||||||||||||||
Chief executive officer | Mr. Krishnamurthy | Restricted stock units | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Stock units granted | shares | 1,600,000 | ||||||||||||||||||||||||||
Chief executive officer | Chief executive officer agreement | Mr. Krishnamurthy | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Stock options granted | shares | 800,000 | ||||||||||||||||||||||||||
Vesting period (in years) | 4 years | ||||||||||||||||||||||||||
Chief executive officer | Chief executive officer agreement | Mr. Krishnamurthy | Restricted stock units | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Number of installments | installment | 4 | ||||||||||||||||||||||||||
Number of RSUs vested | shares | 400,000 | ||||||||||||||||||||||||||
Value of RSUs vested | $ 412,000 | ||||||||||||||||||||||||||
Paul Montalbano | Common Stock | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Stock issued, new shares | shares | 43,103 | 33,228 | 50,971 | 22,728 | 40,463 | ||||||||||||||||||||||
Number of shares issued, Value | $ 26,250 | $ 26,250 | $ 52,500 | $ 35,001 | $ 70,001 | ||||||||||||||||||||||
Marc Rubin | CRW Capital LLC | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Ownership interest (as percentage) | 50% | ||||||||||||||||||||||||||
Marc Rubin | Common Stock | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Stock issued, new shares | shares | 43,103 | ||||||||||||||||||||||||||
Number of shares issued, Value | $ 26,250 | ||||||||||||||||||||||||||
Marc Rubin | Securities Purchase Agreement | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Stock issued, new shares | shares | 33,228 | 69,125 | |||||||||||||||||||||||||
Number of shares issued, Value | $ 26,250 | $ 71,200 | |||||||||||||||||||||||||
Bradley Stewart | Common Stock | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Stock issued, new shares | shares | 46,388 | 34,870 | 13,825 | 13,825 | |||||||||||||||||||||||
Number of shares issued, Value | $ 28,250 | $ 27,547 | $ 14,240 | $ 14,240 | |||||||||||||||||||||||
Kathy Vrabeck | Common Stock | |||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Stock issued, new shares | shares | 27,946 | ||||||||||||||||||||||||||
Number of shares issued, Value | $ 17,019 |
Related Party Transactions - Tr
Related Party Transactions - Transactions with Star Buds Parties (Details) | 1 Months Ended | 12 Months Ended | 24 Months Ended | ||||||
Jun. 24, 2022 shares | Jun. 14, 2022 USD ($) shares | May 04, 2022 USD ($) shares | Mar. 02, 2021 USD ($) item shares | Jun. 30, 2022 USD ($) | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2023 USD ($) shares | Dec. 17, 2020 USD ($) | |
Related Party Transaction [Line Items] | |||||||||
Cash paid at closing | $ 15,834,378 | $ 58,981,226 | |||||||
Interest paid | 17,896,954 | 15,243,990 | |||||||
Star Buds | |||||||||
Related Party Transaction [Line Items] | |||||||||
Aggregate consideration | $ 118,000,000 | ||||||||
Cash paid at closing | 44,250,000 | ||||||||
Deferred cash | $ 44,250,000 | ||||||||
Equity interest held in escrow (in shares) | shares | 944 | ||||||||
Stock issued for acquisition placed in escrow, value | shares | 5,531,250 | ||||||||
SBUD LLC | Star Buds | |||||||||
Related Party Transaction [Line Items] | |||||||||
Rent payment | 382,622 | 503,342 | |||||||
Number of options for lease renewal | item | 2 | ||||||||
Lease renewal term (in years) | 3 years | ||||||||
Seller Notes | Star Buds | |||||||||
Related Party Transaction [Line Items] | |||||||||
Interest rate (as percentage) | 12% | ||||||||
Principal amount | 44,250,000 | 44,250,000 | $ 44,250,000 | $ 44,250,000 | |||||
Interest paid | $ 5,310,000 | $ 5,310,000 | |||||||
Preferred Stock. | Series A Preferred Stock | Star Buds | |||||||||
Related Party Transaction [Line Items] | |||||||||
Consideration issued (in shares) | shares | 29,506 | ||||||||
Issuance of stock as payment for acquisitions (in shares) | shares | 25,078 | ||||||||
Equity interest held in escrow (in shares) | shares | 4,428 | ||||||||
Common Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Issuance of stock as payment for acquisitions (in shares) | shares | 15,531,905 | 9,742,205 | |||||||
Brian Ruden | Star Buds | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock issued for acquisition placed in escrow, value | shares | 1,715,936 | ||||||||
Brian Ruden | Seller Notes | Star Buds | |||||||||
Related Party Transaction [Line Items] | |||||||||
Interest rate (as percentage) | 31% | ||||||||
Brian Ruden | Common Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of stocks issued as compensation for service | shares | 22,728 | 20,232 | |||||||
Value of stocks issued as a compensation for the service | $ 35,001 | $ 35,001 | |||||||
Compensation paid during the period | $ 35,000 | ||||||||
Salim Wahdan | Star Buds | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock issued for acquisition placed in escrow, value | shares | 193,929 | ||||||||
Salim Wahdan | Seller Notes | Star Buds | |||||||||
Related Party Transaction [Line Items] | |||||||||
Interest rate (as percentage) | 3.50% | ||||||||
Salim Wahdan | Common Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of stocks issued as compensation for service | shares | 15,586 | 14,584 | |||||||
Value of stocks issued as a compensation for the service | $ 42,887 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 12 Months Ended | |||||||||||||
Nov. 28, 2023 USD ($) | Aug. 30, 2023 USD ($) shares | Jun. 15, 2023 USD ($) $ / shares shares | Jun. 01, 2023 USD ($) | Jun. 01, 2023 USD ($) | Jun. 01, 2023 USD ($) item | Jun. 01, 2023 USD ($) payment | May 11, 2023 USD ($) shares | May 10, 2023 USD ($) item shares | Apr. 21, 2023 USD ($) shares | Apr. 13, 2023 USD ($) $ / shares shares | Apr. 12, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Cash paid at closing | $ 15,834,378 | $ 58,981,226 | ||||||||||||
Shares consideration issued in common stock | $ 3,000,000 | |||||||||||||
Smokey's | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Number of retail dispensaries acquired | item | 2 | |||||||||||||
Total purchase price | $ 7,500,000 | $ 7,500,000 | ||||||||||||
Cash paid at closing | 3,750,000 | 3,750,000 | ||||||||||||
Shares consideration issued in common stock | $ 3,750,000 | $ 3,750,000 | ||||||||||||
Consideration issued (in shares) | shares | 2,884,615 | |||||||||||||
Common stock held back as collateral for potential claims for indemnification | shares | 600,000 | 600,000 | ||||||||||||
Amount of cash consideration held back as collateral for potential claims for indemnification | $ 150,000 | $ 150,000 | ||||||||||||
Everest | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Total purchase price | $ 42,360,000 | $ 42,360,000 | ||||||||||||
Cash | 12,500,000 | |||||||||||||
Cash paid at closing | 12,500,000 | |||||||||||||
Shares consideration issued in common stock | $ 8,000,000 | $ 8,000,000 | ||||||||||||
Earn-out payments | 8,000,000 | |||||||||||||
Consideration issued (in shares) | shares | 7,619,047 | 7,619,047 | ||||||||||||
Notes payable | $ 17,350,000 | $ 17,350,000 | $ 17,350,000 | $ 17,350,000 | $ 17,350,000 | |||||||||
Earn-out payments, revenue performance period | 12 months | |||||||||||||
Everest | Everest Note | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Interest rate (as percentage) | 5% | 5% | 5% | 5% | ||||||||||
Number of periodic payment | 2 | 2 | ||||||||||||
Principal payment | $ 1,250,000 | |||||||||||||
Standing Akimbo, LLC | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Total purchase price | $ 9,350,000 | $ 9,350,000 | $ 9,350,465 | |||||||||||
Cash paid at closing | 1,000,000 | 1,000,000 | ||||||||||||
Shares consideration issued in common stock | $ 4,500,000 | 5,542,990 | ||||||||||||
Interest rate (as percentage) | 5% | |||||||||||||
Consideration issued (in shares) | shares | 4,488,691 | 5,540,000 | ||||||||||||
Shares issued price | $ / shares | $ 1 | $ 1 | ||||||||||||
Consideration payable in cash | $ 3,750,000 | $ 3,800,000 | ||||||||||||
Deferred Purchase Price | 750,000 | $ 2,807,475 | ||||||||||||
Amount of common stock held back as collateral for potential claims for indemnification | $ 1,000,000 | $ 1,000,000 | ||||||||||||
Business combination, Period from closing of acquisition | 18 months |
Segment Information (Details)
Segment Information (Details) | 12 Months Ended | ||
Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | |
Segment Information | |||
Number of identifiable segments | segment | 3 | 3 | |
External revenues | $ 172,447,786 | $ 159,379,219 | |
Cost of goods and services | (96,424,150) | (79,090,461) | |
Depreciation | 3,841,805 | 2,911,004 | |
Goodwill | 67,499,199 | 94,605,301 | $ 43,316,267 |
Segment profit | (34,549,344) | (18,467,615) | |
Retail | |||
Segment Information | |||
Goodwill | 55,960,284 | 52,583,794 | 26,349,025 |
Wholesale | |||
Segment Information | |||
Goodwill | 5,522,344 | 7,219,936 | 13,964,016 |
Other | |||
Segment Information | |||
Goodwill | 6,016,571 | 34,801,571 | $ 3,003,226 |
Segments | |||
Segment Information | |||
External revenues | 172,447,786 | 159,379,219 | |
Depreciation and intangible assets amortization | 20,933,541 | 11,549,116 | |
Segment profit | 3,288,692 | 12,854,834 | |
Segment assets | 358,144,332 | 322,882,733 | |
Segments | Retail | |||
Segment Information | |||
External revenues | 155,463,816 | 141,254,893 | |
Depreciation and intangible assets amortization | 10,792,018 | 8,402,857 | |
Segment profit | 44,032,159 | 54,266,757 | |
Segment assets | 211,279,966 | 193,068,447 | |
Segments | Wholesale | |||
Segment Information | |||
External revenues | 16,765,425 | 17,819,938 | |
Depreciation and intangible assets amortization | 3,840,969 | 2,190,072 | |
Segment profit | (1,720,029) | (11,043,975) | |
Segment assets | 113,288,960 | 70,400,502 | |
Segments | Other | |||
Segment Information | |||
External revenues | 218,545 | 304,388 | |
Depreciation and intangible assets amortization | 6,300,554 | 956,187 | |
Segment profit | (39,023,438) | (30,367,948) | |
Segment assets | $ 33,575,406 | $ 59,413,784 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (34,549,344) | $ (18,467,615) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |