Cover
Cover - USD ($) | 12 Months Ended | ||
Sep. 30, 2021 | Jan. 06, 2022 | Mar. 31, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Sep. 30, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --09-30 | ||
Entity File Number | 000-55751 | ||
Entity Registrant Name | STEM HOLDINGS, INC. | ||
Entity Central Index Key | 0001697834 | ||
Entity Tax Identification Number | 61-1794883 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 2201 NW Corporate Blvd. | ||
Entity Address, Address Line Two | Suite 205 | ||
Entity Address, City or Town | Boca Raton | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33431 | ||
City Area Code | 561 | ||
Local Phone Number | 948-5410 | ||
Title of 12(b) Security | Common Stock par value $0.001 | ||
Trading Symbol | STMH | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | Yes | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 112,532,221 | ||
Entity Common Stock, Shares Outstanding | 223,452,741 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
Current assets | ||
Cash and cash equivalents | $ 5,570 | $ 2,129 |
Accounts receivable, net of allowance for doubtful accounts | 260 | 455 |
Note receivable | 430 | 434 |
Inventory | 3,509 | 1,795 |
Prepaid expenses and other current assets | 3,074 | 452 |
Total current assets | 12,843 | 5,265 |
Property and equipment, net | 12,610 | 16,354 |
Investment in equity method investees | 1,008 | 767 |
Investments in affiliates | 230 | 1,718 |
Deposits and other assets | 13 | 13 |
Note receivable, long term | 355 | |
Right of use asset | 4,562 | |
Intangible assets, net | 18,465 | 13,269 |
Goodwill | 7,429 | 7,221 |
Due from related party | 28 | 55 |
Total assets | 57,188 | 45,017 |
Current liabilities | ||
Accounts payable and accrued expenses | 8,514 | 2,983 |
Convertible notes, net | 2,940 | 5,306 |
Convertible notes, net related party | 223 | |
Short term notes and advances | 657 | 3,425 |
Settlement payable | 92 | |
Acquisition notes payable | 409 | 665 |
Contingent acquisition liability | 1,072 | |
Due to related party | 1 | 200 |
Derivative liability | 592 | |
Lease liability | 685 | |
Warrant liability | 2,277 | 257 |
Total current liabilities | 15,798 | 14,500 |
Lease liability - long term | 3,963 | |
Finance liability | 1,093 | |
Long-term debt, mortgages | 2,100 | 3,685 |
Total liabilities | 22,954 | 18,185 |
Commitments and contingencies (Note 17) | ||
Shareholders’ equity | ||
Common stock, $0.001 par value; 750,000,000 shares authorized; 230,738,620 and 68,258,745 shares issued, issuable and outstanding as of September 30, 2021 and September 30, 2020, respectively | 230 | 68 |
Additional paid-in capital | 148,249 | 76,310 |
Stock subscription receivable | (135) | |
Accumulated deficit | (115,750) | (51,386) |
Total Stem Holdings stockholder’s equity | 32,594 | 24,992 |
Noncontrolling interest | 1,640 | 1,840 |
Total shareholders’ equity | 34,234 | 26,832 |
Total liabilities and shareholders’ equity | 57,188 | 45,017 |
Series A Preferred Stock [Member] | ||
Shareholders’ equity | ||
Preferred stock, value | ||
Series B Preferred Stock [Member] | ||
Shareholders’ equity | ||
Preferred stock, value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Sep. 30, 2020 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 230,738,620 | 68,258,745 |
Common stock, shares outstanding | 230,738,620 | 68,258,745 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||
Revenues | $ 35,769 | $ 13,974 |
Cost of goods sold | 28,183 | 10,306 |
Gross Profit | 7,586 | 3,668 |
Operating expenses: | ||
Consulting fees | 2,978 | 2,546 |
Professional fees | 3,537 | 2,526 |
General and administration | 16,445 | 8,262 |
Impairment of intangible assets | 52,490 | |
Total operating expenses | 75,450 | 13,334 |
Loss from operations | (67,864) | (9,666) |
Other income (expenses), net | ||
Interest expense | (1,881) | (2,434) |
Change in fair value of derivative liability | 577 | (190) |
Change in fair value of warrant liability | 2,401 | 1,065 |
Foreign currency exchange gain (loss) | 91 | (15) |
Other income | 2,304 | |
Total other income (expense) | 3,492 | (1,574) |
Loss from equity method investees | (234) | (253) |
Net loss | (64,606) | (11,493) |
Net loss attributable to non-controlling interest | 242 | 492 |
Net loss attributable to Stem Holdings | $ (64,364) | $ (11,002) |
Net loss per share, basic and diluted | $ (0.40) | $ (0.18) |
Weighted-average shares outstanding, basic and diluted | 159,305,442 | 60,143,056 |
Consolidated Statement of Chang
Consolidated Statement of Changes In Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Subscription Receivable [Member] | Retained Earnings [Member] | Parent [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Sep. 30, 2019 | $ 52 | $ 61,202 | $ (40,384) | $ 20,870 | $ 2,724 | $ 23,594 | |
Beginning balance, shares at Sep. 30, 2019 | 52,254,941 | ||||||
Issuance of common stock in connection with asset acquisitions | $ 13 | 9,921 | 9,934 | 9,934 | |||
Issuance of common stock in connection with asset acquisitions, shares | 12,480,040 | ||||||
Issuance of common stock in connection with consulting agreement | $ 1 | 925 | 926 | 926 | |||
Issuance of common stock in connection with consulting agreement, shares | 1,162,916 | ||||||
Cancellation of common stock in connection with stock purchase agreements | $ (1) | (1) | (1) | ||||
Cancellation of common stock in connection with stock purchase agreements, shares | (700,000) | ||||||
Issuance of common stock related to cash purchase | $ 1 | 449 | 450 | 450 | |||
Issuance of common stock related to cash purchase, shares | 845,238 | ||||||
Stock based compensation | 165 | 165 | 165 | ||||
Stock based compensation, shares | 472,506 | ||||||
Issuance of common stock related to interest on convertible notes | $ 1 | 291 | 292 | 292 | |||
Issuance of common stock related to interest on convertible notes, shares | 703,809 | ||||||
Issuance of common stock related to conversion of convertible notes | 196 | 196 | 196 | ||||
Issuance of common stock related to conversion of convertible notes, shares | 228,260 | ||||||
Issuance of common stock related to purchase of minority interest | $ 1 | 1 | 1 | ||||
Issuance of common stock related to purchase of minority interest, shares | 425,000 | ||||||
Issuance of options in connection with consulting agreement | 904 | 904 | 904 | ||||
Issuance of options in connection with employment agreement | 77 | 77 | 77 | ||||
Repricing of warrants in association with promissory notes and consulting agreements | 81 | 81 | 81 | ||||
Issuance of common stock related to settlement payment | |||||||
Issuance of common stock in connection with share exchange agreement | 196 | 196 | (392) | (196) | |||
Issuance of common stock in connection with share exchange agreement, shares | 386,035 | ||||||
Consolidated Ventures of Oregon equity | 1,818 | 1,818 | 1,818 | ||||
Other | 85 | 85 | 85 | ||||
Net loss | (11,002) | (11,002) | (492) | (11,493) | |||
Ending balance, value at Sep. 30, 2020 | $ 68 | 76,310 | (51,386) | 24,992 | 1,840 | 26,832 | |
Ending balance, shares at Sep. 30, 2020 | 68,258,745 | ||||||
Issuance of common stock in connection with asset acquisitions | $ 8 | 8 | 8 | ||||
Issuance of common stock in connection with asset acquisitions, shares | 8,209,178 | ||||||
Issuance of common stock in connection with consulting agreement | $ 5 | 2,027 | 2,032 | 2,032 | |||
Issuance of common stock in connection with consulting agreement, shares | 4,790,070 | ||||||
Issuance of common stock related to cash purchase | $ 1 | 629 | 630 | $ 630 | |||
Issuance of common stock related to cash purchase, shares | 1,465,117 | 1,465,117 | |||||
Stock based compensation | $ 4 | 1,671 | 1,675 | $ 1,675 | |||
Stock based compensation, shares | 3,914,509 | ||||||
Issuance of options in connection with employment agreement | 406 | 406 | 406 | ||||
Issuance of common stock in related to commission expense | $ 1 | 40 | 41 | 41 | |||
Issuance of common stock in related to commission expense, shares | 90,909 | ||||||
Issuance of common stock pursuant to Driven Deliveries, Inc. S1 registration | $ 7 | 2,863 | 2,870 | 2,870 | |||
Issuance of common stock pursuant to Driven Deliveries, Inc. S1 registration, shares | 6,833,069 | ||||||
Issuance of common stock in connection with convertible debt | $ 10 | 4,903 | 4,913 | 4,913 | |||
Issuance of common stock in connection with convertible debt, shares | 9,480,259 | ||||||
Issuance of common stock in connection with deposit for an asset acquisition | 2,582 | 2,582 | 2,582 | ||||
Issuance of common stock in connection with deposit for an asset acquisition, shares | 300,000 | ||||||
Cancellation of common stock related to convertible notes | $ (1) | 1 | |||||
Cancellation of common stock related to convertible notes, shares | (525,400) | ||||||
Issuance of common stock related to rent and interest expense | $ 1 | 426 | 427 | 427 | |||
Issuance of common stock related to rent and interest expense, shares | 847,117 | ||||||
Issuance of subscription receivable | 600 | 600 | 600 | ||||
Cancellation of common stock related to investments | $ (1) | 1 | |||||
Cancellation of common stock related to investments, shares | (694,233) | ||||||
Issuance of common stock related to settlement payment | $ 1 | 5,439 | 5,440 | 5,440 | |||
Issuance of common stock related to settlement payment, shares | 500,000 | ||||||
Issuance of common stock related to Private Placement Memorandum, net | $ 5 | 4,892 | 4,897 | 4,897 | |||
Issuance of common stock related to Private Placement Memorandum, net, shares | 5,322,136 | ||||||
Issuance of common stock related to Prospectus | $ 19 | 7,900 | 7,919 | 7,919 | |||
Issuance of common stock related to Prospectus, shares | 19,276,340 | ||||||
Issuance of common stock related to exercise of options | $ 0 | 1 | 1 | 1 | |||
Issuance of common stock related to exercise of options, shares | 10,000 | ||||||
Issuance of warrants in connection with employment agreement | 238 | 238 | 238 | ||||
Recognition of non-controlling interest related to asset acquisition | 42 | 42 | |||||
Cancellation of common stock in connection with Subscription Agreement | |||||||
Cancellation of common stock in connection with subscription agreement, shares | (58,140) | ||||||
Acquisition of Driven Deliveries, Inc. and adjustments | $ 102 | 37,320 | (135) | 37,287 | $ 37,287 | ||
Acquisition of Driven Deliveries, Inc., shares | 101,968,944 | 101,968,944 | |||||
Net loss | (64,364) | (64,364) | (242) | $ (64,606) | |||
Ending balance, value at Sep. 30, 2021 | $ 230 | $ 148,249 | $ (135) | $ (115,750) | $ 32,594 | $ 1,640 | $ 34,234 |
Ending balance, shares at Sep. 30, 2021 | 229,988,620 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (64,606,000) | $ (11,493,000) |
Equity method investee losses | 234,000 | 253,000 |
Net loss before equity method investment | (64,372,000) | (11,240,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 2,082,000 | 2,073,000 |
Issuance of common stock in connection with consulting agreements | 2,270,000 | |
Issuance of common stock related to rent and interest expense | 427,000 | |
Impairment of intangible assets | 51,598,000 | |
Depreciation and amortization | 1,930,000 | 2,366,000 |
Amortization of intangible assets | 3,460,000 | |
Amortization of debt discount | 615,000 | 1,448,000 |
Impairment of note receivable | 560,000 | |
Gain on sale of equity method investments | (52,000) | |
Change in fair value of derivative liability | (577,000) | 190,000 |
Change in fair value of warrant liability | (2,401,000) | (1,065,000) |
Foreign currency translation adjustment | 91,000 | (15,000) |
Gain on sale of property | (766,000) | |
Other | 288,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net of allowance for doubtful accounts | 294,000 | 316,000 |
Prepaid expenses and other current assets | (1,424,000) | (331,000) |
Inventory | (1,290,000) | (531,000) |
Other assets | 66,000 | |
Accounts payable and accrued expenses | (1,906,000) | 1,695,000 |
Net cash used in operating activities | (9,173,000) | (5,028,000) |
Cash flows from investing activities | ||
Purchase of property and equipment | (577,000) | (471,000) |
Return of cash for equity investment | 229,000 | |
Cash acquired in acquisition, net of cash transferred | 81,000 | |
Related party advances received | 540,000 | |
Project costs | (179,000) | |
Funding of joint venture note receivable | (1,266,000) | |
Cash received related to sale of property | 1,514,000 | |
Cash acquired upon consolidation of Consolidated Ventures of Oregon | 202,000 | |
Advances received prior to acquisition | 150,000 | |
Issuances of notes receivable | (560,000) | |
Net cash provided by (used in) investing activities | 198,000 | (535,000) |
Cash flows from financing activities | ||
Proceeds from the issuance of common stock | 15,746,000 | 450,000 |
Proceeds from notes payable and advances | 2,436,000 | |
Proceeds from mortgages, net of fees paid | 2,219,000 | |
Payments for loan fees | (41,000) | |
PPP and Debt Forgiveness | (1,031,000) | |
Debt conversions | (100,000) | |
Repayments of notes payable | (2,199,000) | (711,000) |
Net cash provided by financing activities | 12,416,000 | 4,353,000 |
Net (decrease) increase in cash and cash equivalents | 3,441,000 | (1,210,000) |
Cash and cash equivalents at the beginning of the period | 2,129,000 | 3,339,000 |
Cash and cash equivalents at the end of the period | 5,570,000 | 2,129,000 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 1,151,000 | 465,000 |
Cash paid for taxes | ||
Supplemental disclosure of noncash activities: | ||
Financed Insurance | 598,000 | 547,000 |
Issuance of common stock related to separation agreement | 290,000 | |
Interest paid in the form of common stock | 218,000 | 196,000 |
Conversion of debt and accrued interest to equity | 4,913,000 | |
Issuance of common stock for settlement | 5,440,000 | |
Non-cash fees in connection with mortgage re-finance | 272,000 | |
Conversion of Note Receivable into equity method investment | 481,000 | |
Acquisition of Driven Deliveries, Inc. | 40,447,000 | |
Acquisition of 7LV, Inc. | 12,714,000 | |
Acquisition of JV Retail 3 and JV Retail 4 | 1,323,000 | |
Acquisition of Artifact | 1,058,000 | |
Building acquired from related party with equity, net of lien acquired | 394,000 | |
Refinancing of mortgage | 1,100,000 | |
Consolidation of CVO | 1,818,000 | |
Conversion of debt to equity | 291,000 | |
Acquisition of NVDRE interest | $ 386,000 |
Incorporation and Operations an
Incorporation and Operations and Going Concern | 12 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Incorporation and Operations and Going Concern | Incorporation and Operations and Going Concern Stem Holdings, Inc. (“Stem” or the “Company”) is a Nevada corporation incorporated on June 7, 2016, and is a leading omnichannel, vertically-integrated cannabis branded products and technology company with state-of-the-art cultivation, processing, extraction, retail, distribution, and delivery-as-a-service (DaaS) operations throughout the United States. Stem’s family of award-winning brands includes TJ’s Gardens™, TravisxJames™, and Yerba Buena™ flower and extracts; Cannavore™ edible confections; Doseology™, a CBD mass-market brand launching in 2021; as well as DaaS brands Budee™ and Ganjarunner™ through the acquisition of Driven Deliveries, subsequently divested (see Note 10). Budee™ and Ganjarunner™ e-commerce platforms provide direct-to consumer proprietary logistics and an omnichannel UX (user experience)/CX (customer experience). The Company purchases, improves, leases, operates, and invests in properties for use in the production, distribution and sales of cannabis and cannabis-infused products licensed under the laws of the states of Oregon, Nevada, California, Massachusetts, New York, and Michigan. As of September 30, 2021, Stem had ownership interests in 29 state issued cannabis licenses including nine (9) licenses for cannabis cultivation, three (3) licenses for cannabis processing, two (2) licenses for cannabis wholesale distribution, three (3) licenses for hemp production, five (5) adult-use medical retailers (non-storefront) which were subsequently divested and seven (7) cannabis dispensary licenses. The Company has ten wholly-owned subsidiaries, including Driven Deliveries, Inc., subsequently divested (see Note 10), Stem Holdings Oregon, Inc., Stem Holdings IP, Inc., Opco, LLC, Stem Agri, Inc., Stem Holdings Oregon Acquisitions 1, Corp., Stem Holdings Oregon Acquisitions 2, Corp., Stem Holdings Oregon Acquisitions 3, Corp., Stem Holdings Oregon Acquisitions 4 Corp., 2336034 Alberta Ltd., Stem, through its subsidiaries, is currently in the process of finalizing the investment in and acquisition of entities that engage directly in the production and sale of cannabis. With the acquisition of Driven, the Company became an omni-channel retailer, utilizing Driven’s proprietary logistics and user experience/customer experience (“ UX/CX The Company’s stock is publicly traded and is listed on the Canadian Securities Exchange under the symbol “STEM” and the OTCQX exchange under the symbol “STMH”. In June 2021, the Company’s shareholders approved a proposal to amend the Company’s Articles of Incorporation to increase the number of authorized common shares from 300,000,000 750,000,000 Going Concern On September 30, 2021, the Company had approximate balances of cash and cash equivalents of $ 5.6 3 116 These audited consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. While the recreational use of cannabis is legal under the laws of certain States, where the Company has and is working towards further finalizing the acquisition of entities or investment in entities that directly produce or sell cannabis, the use and possession of cannabis is illegal under United States Federal Law for any purpose, by way of Title II of the Comprehensive Drug Abuse Prevention and Control Act of 1970, otherwise known as the Controlled Substances Act of 1970 (the “ACT”). Cannabis is currently included under Schedule 1 of the Act, making it illegal to cultivate, sell or otherwise possess in the United States. On January 4, 2018, the office of the Attorney General published a memo regarding cannabis enforcement that rescinds directives promulgated under former President Obama that eased federal enforcement. In a January 8, 2018 memo, Jefferson B. Sessions, then Attorney General of the United States, indicated enforcement decisions will be left up to the U.S. Attorney’s in their respective states clearly indicating that the burden is with “federal prosecutors deciding which cases to prosecute by weighing all relevant considerations, including federal law enforcement priorities set by the Attorney General, the seriousness of the crime, the deterrent effect of federal prosecution, and the cumulative impact of particular crimes on the community.” Subsequently, in April 2018, former President Trump promised to In December 2019, an outbreak of a novel strain of coronavirus (COVID-19) originated in Wuhan, China, and has since spread to several other countries, including the United States. On June 11, 2020, the World Health Organization characterized COVID-19 as a pandemic. In addition, as of the time of the filing of this Annual Report on Form 10-K, several states in the United States have declared states of emergency, and several countries around the world, including the United States, have taken steps to restrict travel. The existence of a worldwide pandemic, the fear associated with COVID-19, or any, pandemic, and the reactions of governments in response to COVID-19, or any, pandemic, to regulate the flow of labor and products and impede the travel of personnel, may impact our ability to conduct normal business operations, which could adversely affect our results of operations and liquidity. Disruptions to our supply chain and business operations disruptions to our retail operations and our ability to collect rent from the properties which we own, personnel absences, or restrictions on the shipment of our or our suppliers’ or customers’ products, any of which could have adverse ripple effects throughout our business. If we need to close any of our facilities or a critical number of our employees become too ill to work, our production ability could be materially adversely affected in a rapid manner. Similarly, if our customers experience adverse consequences due to COVID-19, or any other, pandemic, demand for our products could also be materially adversely affected in a rapid manner. Global health concerns, such as COVID-19, could also result in social, economic, and labor instability in the markets in which we operate. Any of these uncertainties could have a material adverse effect on our business, financial condition or results of operations. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. Should the United States Federal Government choose to begin enforcement of the provisions under the “ACT”, the Company through its wholly owned subsidiaries could be prosecuted under the “ACT” and the Company may have to immediately cease operations and/or be liquidated upon its closing of the acquisition or investment in entities that engage directly in the production and or sale of cannabis. Management believes that the Company has access to capital resources through potential public or private issuances of debt or equity securities. However, if the Company is unable to raise additional capital, it may be required to curtail operations and take additional measures to reduce costs, including reducing its workforce, eliminating outside consultants, and reducing legal fees to conserve its cash in amounts sufficient to sustain operations and meet its obligations. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might become necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The Company’s consolidated financial statements been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All material intercompany accounts and transactions have been eliminated during the consolidation process. The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, and expenses. The most significant estimates included in these consolidated financial statements are those associated with the assumptions used to value equity instruments, valuation of its long live assets for impairment testing, valuation of intangible assets, and the valuation of inventory. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable given the circumstances that exist at the time the financial statements are prepared. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. Reclassifications Certain amounts in the Company’s consolidated financial statements for prior periods have been reclassified to conform to the current period presentation. These reclassifications have not changed the results of operations of prior periods. Principles of Consolidation The Company’s policy is to consolidate all entities that it controls by ownership of a majority of the outstanding voting stock. In addition, the Company consolidates entities that meet the definition of a variable interest entity (“VIE”) for which it is the primary beneficiary. The primary beneficiary is the party who has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. For consolidated entities that are less than wholly owned, the third party’s holding of equity interest is presented as noncontrolling interests in the Company’s Consolidated Balance Sheets and Consolidated Statements of Changes in Stockholders’ Equity. The portion of net loss attributable to the noncontrolling interests is presented as net loss attributable to noncontrolling interests in the Company’s Consolidated Statements of Operations. In August 2016, the Company and certain shareholders of the Company entered into a “Multi Party” Agreement, in which the Company became obligated to lease or acquire three separate real estate assets, and separately, if certain events occur, additional real estate assets held by entities related to those shareholders. The Agreement also gives the Company the right of first refusal in regard to certain properties owned by the persons and entities affiliated with the parties of the Agreement so long as certain targets are met. In the quarter ended June 30, 2019, the Company issued 12,500,000 The accompanying consolidated financial statements include the accounts of Stem Holdings, Inc. and its wholly owned subsidiaries, Stem Holdings Oregon, Inc., Stem Holdings IP, Inc., Opco, LLC, Stem Holdings Agri, Inc., Stem Oregon Acquisitions 2 Corp., Stem Oregon Acquisitions 3 Corp., Stem Oregon Acquisitions 4 Corp., 7LV USA Corporation, and Stem Oregon Acquisitions 1 Corp., and Driven Deliveries, Inc., which was subsequently divested. In addition, the Company has consolidated YMY Ventures, WCV, LLC and NVD RE, Inc. under the variable interest requirements. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents. The Company’s cash is primarily maintained in checking accounts. These balances may, at times, exceed the U.S. Federal Deposit Insurance Corporation insurance limits. As of September 30, 2021, and 2020, the Company had no cash equivalents or short-term investments. The Company has not experienced any losses on deposits of cash and cash equivalents. Accounts Receivable Accounts receivable is shown on the face of the consolidated balance sheets, net of an allowance for doubtful accounts. The Company analyzes the aging of accounts receivable, historical bad debts, customer creditworthiness and current economic trends, in determining the allowance for doubtful accounts. The Company does not accrue interest receivable on past due accounts receivable. As of September 30, 2021, and 2020 the reserve for doubtful accounts was $ 79 35 Inventory Inventory is comprised of raw materials, finished goods and work-in-progress such as pre-harvested cannabis plants and by-products to be extracted. The costs of growing cannabis including but not limited to labor, utilities, nutrition, and irrigation, are capitalized into inventory until the time of harvest. Inventory is stated at the lower of cost or net realizable value, determined using weighted average cost. Cost includes expenditures directly related to manufacturing and distribution of the products. Primary costs include raw materials, packaging, direct labor, overhead, shipping and the depreciation of manufacturing equipment and production facilities determined at normal capacity. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance, and property taxes. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. At the end of each reporting period, the Company performs an assessment of inventory obsolescence to measure inventory at the lower of cost or net realizable value. Factors considered in the determination of obsolescence include slow-moving or non-marketable items. Prepaid Expenses and Other Current Assets Prepaid expenses consist of various payments that the Company has made in advance for goods or services to be received in the future. These prepaid expenses include consulting, advertising, insurance, and service or other contracts requiring up-front payments. Property and Equipment Property, equipment, and leasehold improvements are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Expenditures for major renewals and improvements are capitalized, while minor replacements, maintenance, and repairs, which do not extend the asset lives, are charged to operations as incurred. Upon sale or disposition, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. The Company continually monitors events and changes in circumstances that could indicate that the carrying balances of its property, equipment and leasehold improvements may not be recoverable in accordance with the provisions of ASC 360, “Property, Plant, and Equipment.” When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. See “Note 3 – Property, Equipment and Leasehold Improvements”. Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided on a straight-line method over the estimated useful lives of the assets. The Company estimates useful lives as follows: Schedule of Estimated Useful Life of Assets Buildings 20 Leasehold improvements Shorter of term of lease or economic life of improvement Furniture and equipment 5 Signage 5 Software and related 5 Impairment of Long-Lived Assets The Company reviews the carrying value of its long-lived assets, which include property and equipment, for indicators of impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. The Company does not test for impairment in the year of acquisition of properties, as long as those properties are acquired from unrelated third parties. The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. In cases where estimated future net undiscounted cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the asset or asset group. Fair value is generally determined using the assets expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated and amortized prospectively over the newly determined remaining estimated useful lives. An impairment expense of $ 52.5 no Capitalization of Project Costs The Company’s policy is to capitalize all costs that are directly identifiable with a specific property, would be capitalized if the Company had already acquired the property, and when the property, or an option to acquire the property, is being actively sought after, and either funds are available or will likely become available to exercise their option. All amounts shown capitalized prior to acquisition of a property are included under the caption of Project Costs within the “Prepaid expenses and other current assets” line item in the consolidated balance sheet. Equity Method Investments Investments in unconsolidated affiliates are accounted for under the equity method of accounting, as appropriate. The Company accounts for investments in limited partnerships or limited liability corporations, whereby the Company owns a minimum of 5.0 During the years ended September 30, 2021, and 2020, the Company recognized its share of investee losses of approximately $ 234 253 233 1 240 13 Asset Acquisitions The Company has adopted ASU 2017-01, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as businesses acquisitions. As a result of adopting ASU 2017-01, acquisitions of real estate and cannabis licenses do not meet the definition of a business combination and were deemed asset acquisitions, and the Company therefore capitalized these acquisitions, including its costs associated with these acquisitions. Goodwill and Intangible Assets Goodwill. Intangible Assets An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset that is amortized over the remaining useful life of that asset, if any. Subsequent reversal of impairment losses is not permitted. During the year ended September 30, 2021, and 2020, the Company determined that there were $ 52.5 million and $ 0 losses related to the impairment of goodwill and intangible assets, respectively. Business Combinations The Company applies the provisions of ASC 805 in the accounting for acquisitions. ASC 805 requires the Company to recognize separately from goodwill the assets acquired, and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately apply preliminary value to assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, these estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments in the current period, rather than a revision to a prior period. Upon the conclusion of the measurement period or final determination of the values of the assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements of operations. Accounting for business combinations requires management to make significant estimates and assumptions, especially at the acquisition date, including estimates for intangible assets, contractual obligations assumed, restructuring liabilities, pre-acquisition contingencies, and contingent consideration, where applicable. Although the Company believes the assumptions and estimates made have been reasonable and appropriate, they are based in part on historical experience and information obtained from management of the acquired companies and are inherently uncertain. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates, or actual results. Contingent Consideration The Company accounts for “contingent consideration” according to FASB ASC 805, “Business Combinations” (“FASB ASC 805”). Contingent consideration typically represents the acquirer’s obligation to transfer additional assets or equity interests to the former owners of the acquiree if specified future events occur or conditions are met. FASB ASC 805 requires that contingent consideration be recognized at the acquisition-date fair value as part of the consideration transferred in the transaction. FASB ASC 805 uses the fair value definition in Fair Value Measurements, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As defined in FASB ASC 805, contingent consideration is (i) an obligation of the acquirer to transfer additional assets or equity interests to the former owners of an acquiree as part of the exchange for control of the acquiree, if specified future events occur or conditions are met or (ii) the right of the acquirer to the return of previously transferred consideration if specified conditions are met. Warrant Liability The Company accounts for certain common stock warrants outstanding as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations. The fair value of the warrants issued by the Company has been estimated using a Black Scholes model. Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in the statement of operations. If the conversion feature does not require recognition of a bifurcated derivative, the convertible debt instrument is evaluated for consideration of any beneficial conversion feature (“BCF”) requiring separate recognition. When the Company records a BCF, the intrinsic value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid-in capital) and amortized to interest expense over the life of the debt. Income Taxes The provision for income taxes is determined in accordance with ASC 740, “Income Taxes”. The Company files a consolidated United States federal income tax return. The Company provides for income taxes based on enacted tax law and statutory tax rates at which items of income and expense are expected to be settled in our income tax return. Certain items of revenue and expense are reported for Federal income tax purposes in different periods than for financial reporting purposes, thereby resulting in deferred income taxes. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company has incurred net operating losses for financial-reporting and tax-reporting purposes. As of September 30, 2021, and 2020, such net operating losses were offset entirely by a valuation allowance. The Company recognizes uncertain tax positions based on a benefit recognition model. Provided that the tax position is deemed more likely than not of being sustained, the Company recognizes the largest amount of tax benefit that is greater than 50.0% likely of being ultimately realized upon settlement. The tax position is derecognized when it is no longer more likely than not of being sustained. The Company classifies income tax related interest and penalties as interest expense and selling, general and administrative expense, respectively, on the consolidated statements of operations. In December 2017, the Tax Cuts and Jobs Act (TCJA or the Act) was enacted, which significantly changes U.S. tax law. In accordance with ASC 740, “Income Taxes”, the Company is required to account for the new requirements in the period that includes the date of enactment. The Act reduced the overall corporate income tax rate to 21.0 In December 2020, the Company issued a significant number of new shares in its acquisition of Driven (see Note 10). The effect of these issuances is most likely, the Company and Driven have experienced the requisite change of control as promulgated under the US Internal Revenue Code section 382. The effect of this will be that going forward, the ability of the Company and Driven to utilize their respective U.S. Federal net operating loss carryforwards from prior to December 29, 2020, will be limited in its usage. In order to determine the specific effect, the Company must perform the computations required under the Internal Revenue Code, which have not yet been performed. The Company expects it will perform the required computations in the coming fiscal year. Revenue Recognition The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (Topic 606), the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Revenue for the Company’s product sales has not been adjusted for the effects of a financing component as the Company expects, at contract inception, that the period between when the Company’s transfers control of the product and when the Company receives payment will be one year or less. Product shipping and handling costs are included in cost of product sales. Effective October 1, 2019, the Company adopted the requirements of ASU 2014-09 (ASC 606) and related amendments, using the modified retrospective method. The adoption of ASC 606 did not have a significant impact on the Company’s revenue recognition policy as revenues related to wholesale and retail revenue are recorded upon transfer of merchandise to the customer, which was the effective policy under ASC 605 previously. The following policies reflect specific criteria for the various revenue streams of the Company: Cannabis Dispensary, Cultivation and Production Revenue is recognized upon transfer of retail merchandise to the customer upon sale transaction, at which time its performance obligation is complete. Revenue is recognized upon delivery of product to the wholesale customer, at which time the Company’s performance obligation is complete. Terms are generally between cash on delivery to 30 days for the Company’s wholesale customers. The Company’s sales environment is somewhat unique, in that once the product is sold to the customer (retail) or delivered (wholesale) there are essentially no returns allowed or warranty available to the customer under the various state laws. Delivery 1) Identify the contract with a customer The Company sells retail products directly to customers. In these sales there is no formal contract with the customer. These sales have commercial substance and there are no issues with collectability as the customer pays the cost of the goods at the time of purchase or delivery. 2) Identify the performance obligations in the contract The Company sells its products directly to consumers. In this case these sales represent a performance obligation with the sales and any necessary deliveries of those products. 3) Determine the transaction price The sales that are done directly to the customer have no variable consideration or financing component. The transaction price is the cost that those goods are being sold for plus any additional delivery costs. 4) Allocate the transaction price to performance obligations in the contract For the goods that the Company sells directly to customers, the transaction price is allocated between the cost of the goods and any delivery fees that may be incurred to deliver to the customer. 5) Recognize revenue when or as the Company satisfies a performance obligation For the sales of the Company’s own goods the performance obligation is complete once the customer has received the product. Leases The Company recognizes rental revenue from tenants, including rental abatements, lease incentives and contractual fixed increases attributable to operating leases, on a straight-line basis over the term of the related leases when collectability is reasonably assured. The Company makes estimates of the collectability of its tenant receivables related to base rents, straight-line rent, and other revenues. In the current fiscal year, the Company began significant rental operations. The Company considers such things as historical bad debts, tenant creditworthiness, current economic trends, facility operating performance, lease structure, developments relevant to a tenant’s business, and changes in tenants’ payment patterns in its analysis of accounts receivable and its evaluation of the adequacy of the allowance for doubtful accounts. Specifically, for straight-line rent receivables, the Company’s assessment includes an estimation of a tenant’s ability to fulfill its rental obligations over the remaining lease term. On October 1, 2020, the Company adopted ASC 842 and elected to apply the new standard at the adoption date and recognize a cumulative effect as an adjustment to retained earnings. Upon calculation the effect on retained earnings was immaterial and no adjustment was deemed necessary. Leases with an initial term of twelve months or less are not recorded on the balance sheet. For lease agreements entered into or reassessed after the adoption of Topic 842, we combine the lease and non-lease components in determining the lease liabilities and right of use (“ROU”) assets. Our lease agreements generally do not provide an implicit borrowing rate; therefore, an internal incremental borrowing rate is determined based on information available at lease commencement date for purposes of determining the present value of lease payments. We used the incremental borrowing rate on September 30, 2021, for all leases that commenced prior to that date. In determining this rate, which is used to determine the present value of future lease payments, we estimate the rate of interest we would pay on a collateralized basis, with similar payment terms as the lease and in a similar economic environment. Under Topic 842, operating lease expense is generally recognized evenly over the term of the lease. Lease costs were $ 839 927 17 35 23 180 Lease Costs Schedule of Lease Costs Year Ended September 30, 2021 Components of total lease costs: Operating lease expense $ 839 Total lease costs $ 839 Lease positions as of September 30, 2021 ROU lease assets and lease liabilities for our operating leases were recorded in the consolidated condensed balance sheet as follows: Schedule of ROU Lease Assets and Lease Liabilities September 30, 2021 Assets Right of use asset $ 4,562 Total assets $ 4,562 Liabilities Operating lease liabilities – short term $ 685 Operating lease liabilities – long term 3,963 Total lease liability $ 4,648 Lease Terms and Discount Rate Schedule of Lease Terms and Discount Rate Weighted average remaining lease term (in years) – operating lease 9 Weighted average discount rate – operating lease 12.18 % Cash Flows Schedule of Cash Flow Related to Lease Year Ended September 30, 2021 Cash paid for amounts included in the measurement of lease liabilities: ROU amortization $ 839 Cash paydowns of operating liability $ (839 ) Supplemental non-cash amounts of lease liabilities arising from obtaining: ROU asset $ 4,562 Lease Liability $ 4,648 The future minimum lease payments under the leases are as follows: Schedule of Future Minimum Lease Payments 2022 $ 1,228 2023 1,088 2024 797 2025 687 2026 653 Thereafter 4,676 Total future minimum lease payments 9,129 Less: Lease imputed interest (4,481 ) Total $ 4,648 Disaggregation of Revenue In the year ended September 30, 2020, and 2021, revenue reported was primarily from the sale of cannabis and related products accounted for under ASC 606. The following table illustrates our revenue by type related to the years ended September 30, 2021, and 2020: Schedule of Disaggregation of Revenue 2021 2020 September 30, 2021 2020 Revenue Wholesale $ 5,270 $ 3,832 Retail 35,805 12,389 Rental 17 35 Other 692 115 Total revenue 41,784 16,371 Discounts and returns (6,015 ) (2,397 ) Net Revenue $ 35,769 $ 13,974 Geographical Concentrations As of September 30, 2021, the Company is primarily engaged in the production and sale of cannabis, which is only legal for recreational use in 15 states and D.C., with lesser legalization, such as for medical use in an additional 21 states and D.C., as of the time of these consolidated financial statements. In addition, the United States Congress has passed legislation, specifically the Agriculture Improvement Act of 2018 (also known as the “Farm Bill”) that has removed production and consumption of hemp and associated products from Schedule 1 of the Controlled Substances Act. Cost of Goods Sold Cost of sales represents costs directly related to manufacturing and distribution of the Company’s products. Primary costs include raw materials, packaging, direct labor, overhead, shipping and handling and the depreciation of manufacturing equipment and production facilities. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance, and property taxes. The Company recognizes the cost of sales as the associated revenues are recognized. Fair Value of Financial Instruments As defined in the authoritative guidance, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To estimate fair value, the Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (“Level 1” measurements) and the lowest priority to unobservable inputs (“Level 3” measurements). The three levels of the fair value hierarchy are as follows: Level 1 — Observable inputs such as quoted prices in active markets at the measurement date for identical, unrestricted assets or liabilities. Level 2 — Other inputs that are observable, directly, or indirectly, such as quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 — Unobservable inputs for which there is little or no market data and which the Company makes its own assumptions about how market participants would price the assets and liabilities. In instances in which multiple levels of inputs are used to measure fair value, hierarchy classification is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Stock-based Compensation The Company accounts for share-based payment awards exchanged for services at the estimated grant date fair value of the award. Stock options issued under the Company’s long-term incentive plans are granted with an exercise price equal to no less than the market price of the Company’s stock at the date of grant and expire up to ten years from the date of grant. These options generally vest on the grant date or over a one-year period. The Company estimates the fair value of stock option grants usi |
Property, Plant & Equipment
Property, Plant & Equipment | 12 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant & Equipment | 3. Property, Plant & Equipment Property and equipment consist of the following (in thousands): Schedule of Property, Plant and Equipment 2021 2020 September 30, 2021 2020 Land $ 1,451 $ 1,451 Automobiles 113 61 Signage 19 19 Furniture and equipment 3,038 2,485 Leasehold improvements 3,474 3,455 Buildings and property improvements 10,126 12,981 Computer software 59 59 Property and equipment, gross 18,280 20,511 Accumulated depreciation (5,670 ) (4,157 ) Property and equipment, net $ 12,610 $ 16,354 Depreciation expense was approximately $ 1.93 1.65 |
Inventory
Inventory | 12 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | 4. Inventory Inventory consists of the following (in thousands): Schedule of Inventory 2021 2020 September 30, 2021 2020 Raw materials $ 866 $ 222 Work-in-progress 543 484 Finished goods 2,100 1,089 Total Inventory $ 3,509 $ 1,795 Raw materials and work-in-progress include the costs incurred for cultivation materials and live plants. Finished goods consists of cannabis products sent to retail locations or ready to be sold. No |
Prepaid expenses and other curr
Prepaid expenses and other current assets | 12 Months Ended |
Sep. 30, 2021 | |
Prepaid Expenses And Other Current Assets | |
Prepaid expenses and other current assets | 5. Prepaid expenses and other current assets Prepaid expenses and other current assets are assets and payments previously made, that benefit future periods. The balance as of September 30, 2021, includes the Employee Retention Tax Credit (“ERTC”) program from the U.S Treasury, as part of the COVID-19 stimulus package. During the fiscal year ended September 30, 2021, the Company applied for certain ERTC credits in the approximate amount of $ 5.1 1.3 Prepaid and other current assets comprised of the following: Schedule of Prepaid Expenses and Other Current Assets 2021 2020 September 30, 2021 2020 Prepaid expenses $ 800 $ 249 ERTC credits 1,257 - Deposits and other current assets 1,017 203 Total prepaid expenses and other current assets $ 3,074 $ 452 |
Equity method investments
Equity method investments | 12 Months Ended |
Sep. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity method investments | 6. Equity method investments SOK Management, LLC During the year ended September 30, 2021, the Company sold its remaining ownership interest in SOK Management in the amount of $ 200,000 Tilstar Medical, LLC In April 2019, the Company entered into an agreement to acquire 48 48 550,000 550,000 0.29 1,000 14,000 Community Growth Partners, Inc On January 6, 2020, the Company issued a convertible promissory note to Community Growth Partners Holdings, Inc., (“CGS”) which will act as a line of credit. Subject to the terms and conditions of the note, CGS promises to pay the Company all of the outstanding principal together with interest on the unpaid principal balance upon the date that is twelve months after the effective date and shall be payable as follows: (a)The Company agrees to make several loans to CGS from time to time upon request of CGS in amounts not to exceed the principal sum of $ 2,000,000 2,000,000 7 6 13 |
Note Receivable
Note Receivable | 12 Months Ended |
Sep. 30, 2021 | |
Note Receivable | |
Note Receivable | 7. Note Receivable On January 4, 2020, the Company issued a $ 355,000 422,204 355,000 On January 6, 2020, the Company issued a convertible non-negotiable revolving credit promissory note up to $ 2,500,000 with a four-year term to CGS. Subject to the terms and conditions of the note , CGS promises to pay the Company the lesser of $ 2,500,000 or the aggregate unpaid principal amount of the loan. In the period of January 2020 through August 2020 the Company advanced $ 899,700 related to the note. In September 2020, the Company converted $ 480,182 of the balance into approximately 7% ownership in CGS In March 2021, the Company converted the remaining balance plus accrued interest of $ 30,000 6% As of September 30, 2021, and 2020 the principal and interest balance of the note was $ 0 and $ 419,518 , respectively. In September 2020 a former employee received funds on behalf of the Company. On October 1, 2020, the Company executed a $ 14,382 799 eighteen-month term with a maturity date of March 1, 2022 7,990 14,382 On October 1, 2020, the Company issued a $ 100,000 promissory note to Bushman Holdings, Inc., (“BHI”) BHI is a CBD Cannabis holding company in Florida. During the nine months ended June 30, 2021, the Company issued additional promissory notes totaling $ 210,000 . Subject to the terms and conditions of the notes, BHI promised to pay the Company all outstanding balances on or before January 1, 2022. The Company has determined that the note is uncollectible and recognized bad debt expense of $ 310,000 for the year ended September 30, 2021. On April 5, 2021, the Company issued a $ 250,000 The Note has a maturity date which is six months after the close of the Arkannabis, a Colorado grow facility. 5.75 The terms of the note call for automatic conversion upon the closing of the Arkannabis business of the outstanding principal and interest on this Note and will convert into that number of shares of the equity securities equivalent to a non-dilutive 12.5% of the issued and outstanding shares of the Arkannabis business. 257,010 |
Consolidated Asset Acquisitions
Consolidated Asset Acquisitions | 12 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Consolidated Asset Acquisitions | 8. Consolidated Asset Acquisitions YMY Ventures LLC In September 2018, the Company entered into an agreement to acquire 50 50 750,000 375,000 375,000 375,000 690,238 375,000 67,500 307,500 650,000 NVD RE Corp. In April 2018, the Company received a 37.5 1.275 600,000 675,000 600,000 377,000 In the fiscal year ended September 30, 2019, NVD obtained $ 300,000 400,000 In May 2020, the Company acquired an additional 26.25 386,035 0.001 63.75 West Coast Ventures On March 29, 2019, the Company entered into a definitive agreement to acquire Western Coast Ventures, Inc. (“WCV”). At the time of acquisition, WCV was a shell with cash of $ 2,000,000 and a 51 % ownership with ILCA Holdings, Inc. (“ILCA”). At the time of acquisition of WCV, ILCA was also a shell with no operations, which has been issued a limited Conditional Use Permit for a Marijuana Production Facility (a “MPF”) by the City of San Diego, California, which will only be granting a total of 40 MPFs. As consideration for the acquisition, the Company issued 2,500,000 shares of its common stock, with a fair value of approximately $ 4.4 million or $ 1.47 per share, the Company’s closing stock price on March 29, 2019. The Company recorded $ 2.0 million of cash acquired and a $ 2.4 million investment in ILCA. During the year ended September 30, 2021 the Company determined the investment in ILCA was impaired and recognized an impairment expense of $ 2.2 million for the year ended September 30, 2021. Michigan RE 1 On January 4, 2021, the Company entered into a Securities Purchase Agreement (“SPA”) with Michigan RE 1, Inc. (“MRE1”) pursuant to a private placement offering of up to an aggregate amount of $510 510 51% $400,000. $250,000, $250,000 $150,000 300,000 $150,000 Kaya Holdings, Corp. On April 13, 2021, the Company executed an Investors’ Rights Agreement in conjunction with a Subscription Agreement with Kaya Holdings, Corp. The Company purchased 2,875,000 230,000 500,000 3,375,000 |
Non-Controlling Interests
Non-Controlling Interests | 12 Months Ended |
Sep. 30, 2021 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interests | 9. Non-Controlling Interests Non-controlling interests in consolidated entities are as follows (in thousands): Schedule of Non-Controlling Interests in Consolidated Entities As of September 30, 2020 NCI Equity Net Loss NCI in Non- NVD RE Corp. $ 597 $ (48 ) $ 549 50.0 % Western Coast Ventures, Inc. 1,288 (240 ) 1,048 49.0 % YMY Ventures, Inc. 447 (204 ) 243 50.0 % $ 2,332 $ (492 ) $ 1,840 As of September 30, 2021 NCI Equity Net Loss NCI in Non- NVD RE Corp. $ 587 $ (34 ) $ 553 36.2 % Western Coast Ventures, Inc. 1,052 (210 ) 842 49.0 % YMY Ventures, Inc. 243 56 299 50.0 % Michigan RE 1, Inc. - (54 ) (54 ) 49.0 % $ 1,882 $ (242 ) $ 1,640 |
Business Combination
Business Combination | 12 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination | 10. Business Combination Seven Leaf Ventures Corp. (“7LV”) In March 2020, the Company acquired 100 12,085,770 10 3,410 2,540 1.67 the Company assumed the obligations of 7LV with respect to the common share purchase warrants of 7LV outstanding on the closing of the acquisition, subject to appropriate adjustments to reflect the exchange ratio. Accordingly, the Company has assumed 1,022,915 2.08 299,975 4.17 999,923 0.50 The table below shows the warrant liability and embedded derivative liability recorded in connection with the 7LV convertible notes and the subsequent fair value measurement during the year ended September 30, 2021, in USD, ( in thousands Schedule of Liabilities Measured at Fair Value Warrant Liability Derivative Liability Balance as of September 30, 2020 $ 60 $ 54 Issuance - - Warrants acquired 9,000 - Warrants converted into equity (4,589) - Change in fair value (60 ) (54 ) Balance as of September 30, 2021 $ - $ - Purchase Price Allocation As of March 6, 2020, the Company allocated the purchase consideration to the fair value of the assets acquired and liabilities assumed as summarized in the table below ( Schedule of Purchase Consideration to Fair value of assets Acquired and Liabilities Assumed Consideration Paid (in thousands) Estimated fair value of common stock issued $ 9,552 Estimated fair value of warrants issued 772 Estimated fair value of options issued 500 Estimated fair value of debt issued 2,540 Estimated fair value of debt assumed 4,389 Estimated fair value of embedded and bifurcated derivatives 244 Forgiveness of working capital advance (150 ) Total consideration paid $ 12,958 Assets acquired: (in thousands) Cash and cash equivalents $ 81 Working Capital $ 246,186 Fixed assets 54 Other Assets 1,526 Inventory 133 Goodwill 6,151 Intangible assets 7,684 Total assets acquired $ 14,103 Liabilities assumed: (in thousands) Accrued expenses and other current liabilities 1,145 Total liabilities assumed $ 1,145 Net assets acquired (in thousands) $ 12,958 Pursuant to the Asset Purchase Agreement (“APA”) between 7LV USA Corporation and the Company, upon the one-year anniversary date of the closing the Company shall pay 7LV USA Corporation additional consideration of $ 1,220,000 less certain adjustments related to revenue targets per the APA less Consultant Compensation paid to the prior owners of 7LV USA Corporation. The goodwill of $ 6.2 million will not be deductible for income tax purposes. Driven Deliveries, Inc. In December 2020, the Company, through an Agreement and Plan of Merger became the parent of an 100 % wholly owned subsidiary Driven Deliveries, Inc., (“DRVD”, “Driven” or “Driven Deliveries”), its subsidiaries, a publicly held corporation on December 29, 2020. DRVD is an e-commerce and DaaS (delivery-as-a-service) provider with proprietary logistics and omnichannel UX/CX technology. Driven utilizes its own fulfillment centers, drivers, and proprietary technology. Driven provides two service levels to its customers: (i) an “Express” delivery with a limited product selection that is usually delivered within 90 minutes or less; and (ii) a “Next Day” scheduled delivery from a larger selection of 500+ products from a Driven fulfillment center. In connection with the acquisition, the Company issued 101,968,944 shares of common stock to the existing shareholders of Driven (“DRVD Shares”). As part of the Acquisition, the Company assumed the Driven stock options outstanding on the closing of the acquisition in the amount of 4,530,495 . Accordingly, the Company has assumed 30,249,184 common share purchase warrants (the “Warrants”), exercisable into shares at an average exercise price of $ .45 per share. Following the completion of the acquisition, Driven became a wholly-owned subsidiary of the Company. The table below shows the warrant liability and embedded derivative liability recorded in connection with the Driven convertible notes and the subsequent fair value measurement during the year ended September 30, 2021 in USD, ( in thousands Schedule of Liabilities Measured at Fair Value Warrant Liability Derivative Liability Balance as of September 30, 2020 $ - $ - Warrants acquired 9,000 - Warrants converted into equity (4,589 ) - Change in fair value (2,415 ) - Balance as of September 30, 2021 $ 1,996 $ - Purchase Price Allocation As of December 29, 2020, the Company allocated the purchase consideration to the fair value of the assets acquired and liabilities assumed as summarized in the table below ( Consideration Paid (in thousands) Schedule of Purchasre Consideration to Fair value of assets Aquired and Liabilities Assumed Consideration Paid (in thousands) Estimated fair value of common stock issued $ 40,048 Estimated fair value of warrants issued 9,000 Estimated fair value of options issued 500 Estimated fair value of debt assumed 4,389 Total consideration paid $ 53,937 Assets acquired: (in thousands) Cash and cash equivalents $ - Fixed assets 47 Other Assets 1,526 Goodwill 11,740 Intangible assets 47,900 Total assets acquired $ 61,213 Liabilities assumed: (in thousands) Accrued expenses and other current liabilities (7,276 ) Total liabilities assumed $ (7,276 ) Net assets acquired (in thousands) $ 53,937 The goodwill of $ 11,740,000 As of September 30, 2021, the company received the carrying value of the Driven long-lived tangible and intangible assets. Based on this review, we recorded an impairment expense of $ 52.5 On December 17, 2021, pursuant to a Share Exchange Agreement, the Company sold Driven Deliveries and its subsidiaries to the shareholders of Budee, Inc. in a transaction which STEM fully divested its interest in Driven Deliveries and its subsidiaries. Included in the terms of the Share Exchange Agreement, the shareholders of Budee, and a prior officer of Driven Deliveries returned approximately 11.5 million shares of the Company’s common stock and assumed approximately $ 7.1 million of the Company’s liabilities. Notwithstanding, the Company will continue to be responsible for $210,753 of accounts payable assumed in the acquisition of Driven Deliveries. (see Note 20). The Company also recorded adjustments for the elimination of other investments totalling $ 1.715 Artifact On September 17, 2021, pursuant to an Agreement and Plan of Reorganization (“Agreement”) the Company acquired a marijuana processor business and a marijuana retailer business located in Eugene, Oregon; a marijuana retailer business located in Salem, Oregon; and certain intellectual property assets, including but not limited to the “ARTIFACT EXTRACTS” trademark that is used by the retail businesses acquired in connection with the Agreement. In connection with the Agreement, the Company acquired fixed assets and intangible assets in exchange for 8,209,178 2,380,661 0.29 Purchase Price Allocation As of September 17, 2021, the Company allocated the purchase consideration to the fair value of the assets acquired and liabilities assumed as summarized in the table below ( Schedule of Purchasre Consideration to Fair value of assets Aquired and Liabilities Assumed Purchase Consideration Stock Consideration $ 2,381 Total Purchase Consideration $ 2,381 Allocation of Purchase Consideration Working Capital $ 189 Fixed Assets 14 Customer Relationships 3 License 1,762 Tradename 206 Goodwill 207 Total Purchase Consideration $ 2,381 The goodwill of $ 207,000 The following unaudited proforma condensed consolidated results of operations have been prepared as if the three acquisitions above occurred October 1, 2019. Schedule Of Acquisitions Occurred Year ended Year ended September 30, 2021 September 30, 2020 Revenue $ 43,821 $ 30,640 Net loss $ (75,427 ) $ (41,535 ) The unaudited proforma condensed consolidated results of operations are not necessarily indicative of results that would have occurred had the acquisitions occurred as of October 1, 2019 nor are they necessarily indicative of the results that may occur in the future. Included in the consolidated statement of operations for the year ended September 30, 2021 is $ 5,766 14,832 26 934 ($54,096) ($20) 3,921 137 |
Intangible Assets, net
Intangible Assets, net | 12 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, net | 11. Intangible Assets, net Intangible assets as of September 2021, and 2020 (in thousands): Schedule of Intangible Assets Estimated Cannabis Tradename Customer Non- Technology Accumulated Net Carrying Balance as September 30, 2020 $ 12,679 $ 458 $ 643 $ 220 $ - $ (731 ) $ 13,269 YMY Ventures 15 - - - - - (50 ) (50 ) Western Coast Ventures, Inc. 15 (3,791 ) - - - - 161 (3,630 ) Yerba Buena 3 15 - - - - - (172 ) (172 ) Foothill (7LV) 15 - - - - - (523 ) (523 ) Driven Deliveries 10 15 9,315 415 - - 413 (2,532 ) 7,611 JV Retail 3 3 15 478 40 1 - - (3 ) 516 JV Retail 4 3 15 445 38 1 - - (3 ) 481 JV Extraction 10 15 966 - - - - (9 ) 957 Other 5 - - - - 5 - 5 Balance as September 30, 2021 $ 20,092 $ 951 $ 645 $ 220 $ 418 $ (3,861 ) $ 18,465 Actual amortization expense to be reported in future periods could differ from these estimates as a result of new intangible asset acquisitions, changes in useful lives or other relevant factors or changes. Amortization expense for the years ended September 30, 2021, and 2020 was $ 3,460 and $ 731 , respectively. The following table is a runoff of expected amortization in the following 5-year period as of September 30: Schedule of Expected Amortization 2022 $ 1,579 2023 1,579 2024 1,579 2025 1,579 2026 1,579 Thereafter 1 0,570 Intangible assets $ 18,465 |
Accounts payable and accrued ex
Accounts payable and accrued expenses | 12 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accounts payable and accrued expenses | 12. Accounts payable and accrued expenses Accounts payable and accrued expenses consist of the following (in thousands): Schedule of Accounts Payable and Accrued Expenses 2021 2020 September 30, 2021 2020 Accounts payable 3,331 $ 1,784 Accrued credit cards 25 41 Accrued interest 87 134 Accrued payroll 875 616 Accrued sales tax liability 2,604 - Other 1,592 408 Total Accounts Payable and Accrued Expenses $ 8,514 $ 2,983 |
Notes Payable and Advances
Notes Payable and Advances | 12 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable and Advances | 13. Notes Payable and Advances The following table summarizes the Company’s short-term notes and advances, acquisition note payable, due to related party loans, and long-term debt, mortgages as of September 30, 2021, and 2020: Schedule of Short-term Notes and Advances 2021 2020 September 30, 2021 2020 Equipment financing $ 30 $ 27 Insurance financing 268 177 Mortgages payable - 923 Promissory note 359 2,298 Settlement payable 92 - Due to related party 1 200 Short-term notes and advances $ 750 $ 3,625 Acquisition notes payable 409 665 Total notes payable and advances $ 1,159 $ 4,290 Long-term mortgages 2,100 3,685 Total long-term debt $ 2,100 $ 3,685 Equipment financing In Effective April 29, 2018, the Company entered into a 36-month premium finance agreement in consideration for a John Deere Gator Tractor in the principal amount of $ 15,710 442 0 3,097 November 2017, the Company entered into a promissory note in the amount of $ 21,749 18 10 14,950 14,950 Pursuant to the Company’s acquisition of Yerba Buena the Company assumed a note payable obligation dated July 2017 related to a tractor which had a 60-month premium finance agreement. The principal amount was $ 28,905 482 4,794 9,611 January 2021, the Company entered into a promissory note in the amount of $ 27,880 13.29 642 25,108 Insurance financing Effective February 7, 2020, the Company entered into a 12-month premium finance agreement in partial consideration for an insurance policy in the principal amount of $ 300,150 7.46 60,255 22,718 Effective February 17, 2021, the Company entered into a 12-month premium finance agreement in partial consideration for an insurance policy in the principal amount of $ 243,284 7.46 47,100 17,835 103,876 Effective July 31, 2020, the Company entered into a 10-month premium finance agreement in partial consideration for an insurance policy in the principal amount of $ 53,325 7.5 15,602 3,772 Effective July 31, 2020, the Company entered into a 10-month premium finance agreement in partial consideration for an insurance policy in the principal amount of $ 78,056 7.5 22,984 5,507 Effective May 24, 2020, the Company entered into a 9-month premium finance agreement in partial consideration for an insurance policy in the principal amount of $ 16,777 8.7 3,485 1,339 Effective July 16, 2020, the Company entered into a 9-month premium finance agreement in partial consideration for an insurance policy in the principal amount of $ 10,629 11 4,009 736 Effective September 30, 2020, the Company entered into a 10-month premium finance agreement in partial consideration for an insurance policy in the principal amount of $ 2,611 7.0 1,043 157 Effective November 7, 2020, the Company entered into a 10-month premium finance agreement in partial consideration for an insurance policy in the principal amount of $ 6,675 11.4 1,371 530 Effective December 4, 2020, the Company entered into a 10-month premium finance agreement in partial consideration for an insurance policy in the principal amount of $ 9,920 12.8 2,383 754 753 Effective February 9, 2021, the Company entered into a 12-month premium finance agreement in consideration for an insurance policy in the principal amount of $ 22,391 7,575 29,967 8.5 2,488 3,435 6,870 Effective February 24, 2021, the Company entered into a 12-month premium finance agreement in partial consideration for an insurance policy in the principal amount of $ 13,694 7.369 3,424 1,199 4,795 Effective April 10, 2021, the Company entered into a 12-month premium finance agreement for an insurance policy in the principal amount of $ 78,750 8.35 15,750 7,271 29,084 Effective April 17, 2021, the Company entered into a 12-month premium finance agreement for an insurance policy in the principal amount of $ 23,014 11.98 4,871 1,814 5,443 Effective May 31, 2021, the Company entered into a 12-month premium finance agreement for an insurance policy in the principal amount of $ 8,906 10.25 2,537 741 4,445 Effective July 16, 2021, the Company entered into a 9-month premium finance agreement in partial consideration for an insurance policy in the principal amount of $ 10,650 11 4,113 726 6,870 Effective July 17, 2021, the Company entered into a 12-month premium finance agreement for an insurance policy in the principal amount of $ 16,850 3.96 1,351 14,148 Effective August 30, 2021, the Company entered into a 12-month premium finance agreement for an insurance policy in the principal amount of $ 58,899 7.99 17,769 4,113 32,904 Effective August 30, 2021, the Company entered into a 12-month premium finance agreement for an insurance policy in the principal amount of $ 94,116 11.26 27,102 7,446 59,568 Short-term mortgages payable On January 16, 2018, the Company consummated a “Contract for Sale” for a Farm Property in Mulino Oregon (the “Mulino Property”). The purchase price was $ 1,700,000 135,000 15,000 9,500 370,637 1,200,000 2 13,500 922,500 13,750 Promissory note In January 2020, the Company issued two promissory notes with a principal balance of $ 500,000 12 five 0.85 As of July 2020, in consideration of the warrants being amended to $ 0.45 five ten 20,000 In January 2020, the Company issued two promissory notes with a principal balance of $ 500,000 12 100,000 five 0.85 As of July 2020, in consideration of the warrants being amended to $ 0.45 ten 500,000 440,403 59,597 425,000 358,996 66,004 In July 2020, the Company’s wholly owned subsidiary in Oregon received loan proceeds of $ 220,564 220,565 The Company received loan proceeds of $ 266,820 266,820 The Company’s related entity received loan proceeds of $ 245,400 June 03, 2022 245,400 The Company’s subsidiary received loan proceeds of $ 62,500 62,500 The Company’s subsidiary received loan proceeds of $ 140,407 140,407 Settlement payable As part of the Agreement and Plan of Merger with Driven Deliveries the Company assumed a settlement payable related to an employment claim where Driven shall pay certain employees a total of $ 250,451 This settlement is payable in equal bi-monthly payments over a period of seventeen (17) Months (36 pay periods), beginning in February 2021 92,045 Due to related parties During November 2017, one of the Company’s controlled subsidiaries entered into a Promissory Note with a face value of $ 80,000 6% one year zero As of September 30, 2021, the Company had a related party loan payable of $ 1,000 Acquisition notes payable In April 2019, the Company entered into promissory note with a principal balance of $ 400,000 The note was issued on April 8, 2019, it is due on April 8, 2021. The note has a coupon interest rate of 8 2,667 16,667 61,860 295,859 In September 2018, the Company entered into an agreement to acquire 50% of the membership interest of YMY. The purchase price for the 50% interest was approximately $ 0.8 500,000 307,500 307,500 As part of the Agreement and Plan of Merger with Driven Deliveries the Company assumed a acquisition liabilities totaling $ 2,000,418 850,000 5,000,000,000 500,000 612,291 37,708 408,827 Long-term debt, mortgages In January 2020, the Company refinanced a mortgage payable on property located in Oregon to acquire additional funds. The mortgage bears interest at 15 January 31, 2022 The note has been cross guaranteed by the CEO and Director of the Company. 400,000 In March 2020, the Company executed a $ 1,585,000 mortgage payable on property located in Oregon to acquire additional funds. The mortgage bears interest at 11.55 % per annum. Monthly interest only payments began April 1, 2020, payments were made each month thereafter until paid. The entire unpaid balance was due on April 1, 2023 , the maturity date of the mortgage, and is secured by the underlying property. The Company paid costs of approximately $ 120,000 to close on the mortgage. The note was cross guaranteed by the CEO and Director of the Company. On May 14, 2021, the Company entered into a purchase leaseback agreement and sold the property to a third party . As of September 30, 2021, there was no mortgage obligation related to this property. In March 2020, the Company executed a $ 400,000 11.55 April 1, 2022 38,000 400,000 In March 2020, the Company refinanced a mortgage payable on property located in Oregon to acquire additional funds. The mortgage bears interest at 15 The note has been cross guaranteed by the CEO and Director of the Company 700,000 In July 2020, the Company executed a mortgage payable on property located in Oregon to acquire additional funds. The mortgage bears interest at 14 July 31, 2023 The note has been cross guaranteed by the CEO and Director of the Company 200,000 In April 2018, the Company received a 37.5 1.275 600,000 675,000 300,000 300,000 4,667 400,000 The following is a table of the 5-year runoff of our long-term debt as of September 30: Schedule of Maturities of Long Term Debt 2022 $ 1,500 2023 600 2024 - 2025 - 2026 - Thereafter - Total long-term debt $ 2,100 Finance liability In November 2020, the Company executed a mortgage payable on property located in Mulino, Oregon to acquire additional funds. The mortgage bears interest at 15 % per annum The entire unpaid balance was due November 2022, the maturity date of the mortgage, and was secured by the underlying property. The note was cross guaranteed by the CEO and Director of the Company. On November 23, 2020, the Company executed a real estate purchase agreement related to the Mulino Property which included the sale of the property and payoff of the mortgage. Additionally, the Company entered into a lease agreement whereas the amount of $ 13,750 required as a rent payment through the lease is being recorded as interest expense and the Company recorded a finance liability of $ 1,094,989 related to the lease under the guidance of ASC 842 as a failed sale and leaseback transaction. |
Convertible debt
Convertible debt | 12 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Convertible debt | 14. Convertible debt Canaccord On December 27, 2018, the Company entered into an Agency Agreement (the “Agency Agreement”) for a private offering of up to 10,000 10,000,000 In December 2018 and January 2019, the Company issued 3,121 1,000 3.1 2.3 52,430 On March 14, 2019, the Company issued 962 1,000 1.0 0.7 The total aggregate proceeds of the Offering totaled $ 4.1 3.1 Each CD Special Warrant will be exchanged (with no further action on the part of the holder thereof and for no further consideration) for one convertible debenture unit of the Company (a “Convertible Debenture Unit”), on the earlier of: (i) the third business day after the date on which both (A) a receipt (the “Receipt”) for a (final) document (the “Qualification Document”) qualifying the distribution of the Convertible Debentures (as defined below) and Warrants (as defined below) issuable upon exercise of the CD Special Warrants has been issued by the applicable securities regulatory authorities in the Canadian jurisdictions in which purchasers of the CD Special Warrants are resident (the “Canadian Jurisdictions”), and (B) a registration statement (the “Registration Statement”) registering the resale of the common shares underlying the Convertible Debentures and Warrants has been declared effective by the U.S. Securities and Exchange Commission (the “Registration”); and (ii) the date that is six months following the closing of the Offering. The Company has also provided certain registration rights to purchasers of the CD Special Warrants. The CD Special Warrants were exchanged for Convertible Debenture Units after six months as U.S. and Canadian registrations were not effective at that time. Each Convertible Debenture Unit is comprised of CDN $ 1,000 8.0 3.90 The Company has agreed to use its best efforts to obtain the Receipt and Registration within six months following the closing of the Offering. If the Receipt and Registration have not been obtained on or before 5:00 p.m. (PST) on the date that is 120 days following the closing of the Offering, each unexercised CD Special Warrant will thereafter entitle the holder thereof to receive, upon the exercise thereof and at no additional cost, 1.05 Convertible Debenture Units per CD Special Warrant (instead of 1.0 Convertible Debenture Unit per CD Special Warrant). Until the Receipt and Registration have been obtained, securities issued in connection with the Offering (including any underlying securities issued upon conversion or exercise thereof) will be subject to a six (6)-month hold period from the date of issue. Since the CD Special Warrants were exchanged for Convertible Debenture Units after six (6) months as U.S. and Canadian registrations were not effective at that time, the holders received 1.05 Convertible Debenture Units per CD Special Warrant The brokered portion of the Offering (CDN $ 2.5 1.9 7.0 7.0 1,000 157,290 50,000 3.00 20,000 181,365 0.32 The issuance of the securities was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), for the offer and sale of securities not involving a public offering, Regulation D promulgated under the Securities Act, Regulation S, in Canada to “accredited investors” within the meaning of National Instrument 45106 and other exempt purchasers in each province of Canada, except Quebec, and/or outside Canada and the United States on a basis which does not require the qualification or registration. The securities being offered have not been registered under the Securities Act and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. The Convertible Debenture features contain the following embedded derivatives: ● Conversion Option - The Convertible Debentures provide the holder the right to convert all or any portion of the outstanding principal into common shares of the Company at a conversion price of C$3.00 such that 333.33 1,000 ● Contingent Put - Upon an Event of Default, the Convertible Debentures settle for cash at the outstanding principal and interest amount (at discretion of the Indenture Trustee or upon request of Holders of 25 ● Contingent Put - Upon a Change in Control, the Convertible Debentures settle for cash at the outstanding amount and principal and interest * 105 The conversion option, the contingent put feature upon an Event of Default, and the contingent put feature upon a Change in Control should be bifurcated and recognized collectively as a compound embedded derivative at fair value at inception and at each quarterly reporting period. A five percent penalty assessed for failure to timely file a registration statement to register the stock underlying the CD special warrants. The Company valued the warrants granted using the Black-Scholes pricing model and determined that the value at grant date was approximately $ 424,000 Schedule of Assumptions Value Warrant Granted Fair value of underlying common shares $ 1.78 2.10 Exercise price (converted to USD) $ 2.93 Dividend yield - Historical volatility 85 Risk free interest rate 1.4 1.9 The warrants are not indexed to the Company’s own stock under ASC 815, Derivatives and Hedging. As such, the warrants do not meet the scope exception in ASC 815-10-15-74(a) to derivative accounting and therefore were accounted for as a liability in accordance with the guidance in ASC 815. The warrant liability was recorded at the date of grant at fair value with subsequent changes in fair value recognized in earnings each reporting period. In April 2020, the Company received approval of the holders Warrant holders of the warrants and the holders debenture holders of the Convertible Debentures to reprice the convertible securities issued in connection with the Company’s special warrant financing, which closed on December 27, 2018, and June 14, 2019. The share purchase warrants of the Company issued in connection with the financing will be repriced to C$ 1.50 1.15 1.90 1.87 2.9 The table below shows the warrant liability and embedded derivative liability recorded in connection with the Canaccord convertible notes and the subsequent fair value measurement during the year ended September 30, 2021, in USD, ( in thousands Schedule of Warrant Liability and Embedded Derivative Liability Warrant Liability Derivative Liability Balance as of September 30, 2020 $ 67 $ 592 Change in fair value (67 ) (592 ) Balance as of September 30, 2021 $ - $ - 7LV During the year ended September 30, 2021, the Company tendered a repayment of the entire principal amount of its 10 3,260,000 5,258,053 30,000 Driven As part of the Agreement and Plan of Merger with Driven Deliveries the Company assumed a convertible promissory note with a principal of $ 1,050,000 50,000 787,500 262,500 105 110 115 120 831,110 As part of the Agreement and Plan of Merger with Driven Deliveries the Company assumed a convertible promissory note with a principal of $ 50,000 10 0.50 The table below shows the net amount of convertible notes as of September 30, 2021, in USD ( in thousands Schedule of Convertible Notes September 30, 2021 Principal value of 8 0.91 December 27, 2021 155,239 $ 2,831 Cumulative foreign currency impact 109 Carrying value of convertible notes $ 2,940 Additionally, as part of the Agreement and Plan of Merger with Driven Deliveries the Company assumed a convertible promissory note with a principal of $805,000 payable to a related party. The note accrues interest at a rate of 10 15,000 50 10 June 1, 2025 223,464 On December 17, 2021, pursuant to a Share Exchange Agreement, the Company sold Driven Deliveries and its subsidiaries to the shareholders of Budee, Inc. in a transaction which STEM fully divested its interest in Driven Deliveries and its subsidiaries. Included in the terms of the Share Exchange Agreement, the shareholders of Budee, and a prior officer of Driven Deliveries returned approximately 11.5 million shares of the Company’s common stock and assumed approximately $ 7.1 million of the Company’s liabilities. Notwithstanding, the Company will continue to be responsible for $210,753 of accounts payable assumed in the acquisition of Driven Deliveries. (see Note 20). |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 15. Fair Value Measurements In accordance with ASC 820 (Fair Value Measurements and Disclosures), the Company uses various inputs to measure the outstanding warrants and certain embedded conversion feature associated with convertible debt on a recurring basis to determine the fair value of the liability. ASC 820 also establishes a hierarchy categorizing inputs into three levels used to measure and disclose fair value. The hierarchy gives the highest priority to quoted prices available in active markets and the lowest priority to unobservable inputs. An explanation of each level in the hierarchy is described below: Level 1 – Unadjusted quoted prices in active markets for identical instruments that are accessible by the Company on the measurement date Level 2 – Quoted prices in markets that are not active or inputs which are either directly or indirectly observable Level 3 – Unobservable inputs for the instrument requiring the development of assumptions by the Company The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of September 30, 2021 (in thousands): Schedule of Liabilities Measured at Fair Value on a Recurring Basis Fair value measured at September 30, 2021 Quoted prices in Significant other Significant active markets observable inputs unobservable inputs Fair value (Level 1) (Level 2) (Level 3) Warrant liability $ 2,277 $ - $ - $ 2,277 Embedded derivative liability - - - - Total fair value $ 2,277 $ - $ - $ 2,277 There were no transfers between Level 1, 2 or 3 during the year ended September 30, 2021. The following table presents changes in Level 3 liabilities measured at fair value for the year ended September 30, 2021. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs (in thousands). Schedule of Level 3 Liabilities Measured at Fair Value Embedded Warrant Liability Derivative Liability Total Balance – September 30, 2019 $ 283 $ 158 $ 441 Warrants granted for stock-based compensation 105 - 105 Warrants granted with promissory notes 162 - 162 Warrants issued pursuant to acquisition (see Note 9) 772 - 772 Issuance of convertible notes - 244 244 Change in fair value (1,065 ) 190 (875 ) Balance – September 30, 2020 $ 257 $ 592 $ 849 Warrants granted for stock-based compensation 59 - 59 Warrants granted with promissory notes - - - Warrants issued pursuant to acquisition (see Note 9) 9,000 - 9,000 Issuance of convertible notes (66 ) (15 ) (81 ) Change in fair value (2,401 ) (577 ) (2,978 ) Cancellation of warrants pursuant to settlement agreement (4,572 ) - (4,572 ) Balance - September 30, 2021 $ 2,277 $ - $ 2,277 A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities and embedded conversion feature that are categorized within Level 3 of the fair value hierarchy as of September 30, 2021, and 2020 is as follows: Summary of Weighted Average Significant Unobservable Inputs Warrant Liability As of September 30, 2021 2020 Strike price $ 0.48 $ 0.36 2.96 Contractual term (years) 2.57 1 3 Volatility (annual) 74 % 100 % Risk-free rate 1.0 % 0.28 % Dividend yield (per share) 0 % 0 % Embedded Derivative Liability As of September 30, 2021 2020 Strike price $ 0.90 $ 1.12 Contractual term (years) 0.8 1.5 Volatility (annual) 55 % 101 % Risk-free rate 0.08 % 0.25 % Dividend yield (per share) 0.00 % 0.00 % Credit spread 14 16 11.21 % The Company used a lattice based trinomial model developed by Tsiveriotis, K. and Fernades in which the three lattices incorporate (1) the Company’s underlying common stock price; (2) the value of the debt components of the convertible notes; and (3) the value of the equity component of the convertible notes. The main drivers of sensitivity for the model are volatility and the credit spread. The model used will vary by approximately 1.5% for a 4% change in volatility and will vary by less than 1% for each 1% change in credit spread |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 16. Income Taxes The income tax expense (benefit) consisted of the following for the fiscal year ended September 30, 2021 and 2020: Schedule of Income Tax Expenses (Benefit) September 30, September 30, 2021 2020 Total current $ - $ - Total deferred - - Income tax expense (benefit) $ - $ - Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following is a reconciliation of the expected statutory federal income tax provision to the actual income tax benefit for the fiscal year ended September 30, 2021 and 2020: Schedule of Reconciliation of Statutory Federal Income Tax Provision to Actual Income Tax Benefit September 30, September 30, 2021 2020 Federal statutory rate $ (16,152) $ (2,873 ) Permanent timing differences 12,165 567 Change in valuation allowance 3,987 2,306 $ - $ - For the years ended September 30, 2021 and 2020, the expected tax benefit, temporary timing differences and long-term timing differences are calculated at the 25 Significant components of the Company’s deferred tax assets and liabilities were as follows for the fiscal year ended September 30, 2021 and 2020: Schedule of Deferred Tax Assets and Liabilities September 30, September 30, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 8,454 $ 6,397 Equity based compensation 3,192 3,173 Impairment of loan receivable - 75 Impairment of investments and other property 2,362 2,531 Total deferred tax assets 14,008 12,176 Deferred tax liabilities - - Depreciation 49 359 Deferred revenue - 1,845 Total deferred tax liabilities 49 2,204 Net deferred tax assets 13,959 9,972 Less valuation allowance (13,959 ) (9,972 ) Net deferred tax assets (liabilities) $ - $ - At September 30, 2021, the Company had net operating loss carryforwards for federal and state income tax purposes of approximately $ 36 expire beginning in 2037 . During the fiscal year ended September 30, 2021 and 2020, the Company recognized no amounts related to tax interest or penalties related to uncertain tax positions. The Company is subject to taxation in the United States and various state jurisdictions. The Company currently has no years under examination by any jurisdiction. |
Shareholders_ Equity
Shareholders’ Equity | 12 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Shareholders’ Equity | 17. Shareholders’ Equity In 2016, the Company adopted a plan to allow the Company to compensate prospective and current employees, directors, and consultants through the issuance of equity instruments of the Company. The plan has an effective life of 10 years. The plan is administered by the board of directors of the Company until such time as the board transfers responsibility to a committee of the board. The plan is limited to issuing common shares of the Company up to 15 Pursuant to the shareholders meeting on June 25, 2021, the Company has amended its certificate of incorporation to increase the number of authorized Company Common Shares from 300,000,000 to 750,000,000. Preferred shares The Company had two series of preferred shares designated with no preferred shares issued and outstanding as of September 30, 2021, and 2020. Common shares During the year ended September 30, 2021, the Company issued 3,914,509 1,675,000 During the year ended September 30, 2021, the Company issued 4,790,070 2,032,000 0.29 0.51 During the year ended September 30, 2021, the Company sold 1,465,117 shares of its common stock 630,000. During the year ended September 30, 2021, the Company cancelled 525,400 During the year ended September 30, 2021, the Company cancelled 58,140 During the year ended September 30, 2021, the Company converted $ 309,121 553,417 293,700 117,480 During the year ended September 30, 2021, as part of the Agreement and Plan of Merger with Driven Deliveries the Company issued 101,968,944 During the year ended September 30, 2021, the Company issued 300,000 210,000 During the year ended September 30, 2021, the Company converted $ 4,913,000 of principal balance related to convertible debt in exchange for 9,480,259 shares of the company’s common stock. During the year ended September 30, 2021, the Company issued 500,000 5,439,855 During the year ended September 30, 2021, the Company raised $ 4,892,000 for the issuance of 5,322,136 shares of its common stock in connection with a private placement memorandum. During the year ended September 30, 2021, the Company issued 10,000 During the year ended September 30, 2021, the Company issued 90,909 40,000 During the year ended September 30, 2021, the Company cancelled 694,233 During the year ended September 30, 2021, the Company issued 19,276,340 7,919 During the year ended September 30, 2021, the Company issued 8,209,178 shares of its common stock in connection with an asset acquisition valued at $ 2,380,661 . During the year ended September 30, 2021, the Company raised $ 2,869,889 6,833,069 During the year ended September 30, 2020, the Company issued 845,238 449,850 During the year ended September 30, 2020, the Company converted $ 196,355 228,260 During the year ended September 30, 2020, the Company converted $ 291,505 703,809 During the year ended September 30, 2020, the Company issued 394,270 500,000 106,000 500,000 394,270 1.00 Pursuant to the acquisition of 7LV, the Company issued 12,085,770 10 3,410,000 2,540,000 1.67 As of May 2020, the Company entered into a Share Exchange Agreement with the NVDRE shareholders to exchange their shareholdings that represent 26.25 386,035 196,000 During the year ended September 30, 2020, the Company issued 1,162,916 926,000 0.80 700,000 During the year ended September 30, 2020, the Company issued 472,506 165,000 During the year ended September 30, 2020, the Company issued 425,000 0.001 425 |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Sep. 30, 2021 | |
Compensation Related Costs [Abstract] | |
Stock Based Compensation | 18. Stock Based Compensation Stock Options The fair value of the Company’s common stock was based upon the publicly quoted price on the date that the final approval of the awards was obtained. The Company does not expect to pay dividends in the foreseeable future so therefore the expected dividend yield is 0 %. The expected term for stock options granted with service conditions represents the average period the stock options are expected to remain outstanding and is based on the expected term calculated using the approach prescribed by the Securities and Exchange Commission’s Staff Accounting Bulletin for “plain vanilla” options. The expected term for stock options granted with performance and/or market conditions represents the period estimated by management by which the performance conditions will be met. The Company obtained the risk-free interest rate from publicly available data published by the Federal Reserve. The Company uses a methodology in estimating its volatility percentage from a computation that was based on a comparison of average volatility rates of similar companies to a computation based on the standard deviation of the Company’s own underlying stock price’s daily logarithmic returns. The fair value of options granted during the years ended September 30, 2021, and 2020 were estimated using the following weighted-average assumptions: Schedule of Fair Value of Options Granted Options: For the Years Ended September 30, 2021 2020 Exercise price $ 0.28 $ 0.97 Expected term (years) 4.39 2.78 Expected stock price volatility 74 % 95.7 188.6 Risk-free rate of interest 0.98 % 0.2 % Expected dividend rate 0 % 0 % A summary of option activity under the Company’s stock option plan for the year ended September 30, 2021 is presented below: Summary of Stock Option Activity Number of Shares Weighted Average Total Weighted Average Remaining Outstanding as of October 1, 2019 3,210,416 $ 2.45 $ - 2.1 Granted 2,362,500 0.33 - 2.89 Outstanding as of September 30, 2020 5,572,916 $ 1.77 $ - 2.21 Granted 1,125,000 0.28 54 4.39 Outstanding as of September 30, 2021 6,697,916 $ 1.07 $ 54 2.09 Options vested and exercisable 4,425,416 $ 1.18 $ - 1.68 Estimated future stock-based compensation expense relating to unvested stock options was nominal as of September 30, 2021, and 2020. Weighted average remaining contractual life of the options is 1.68 Restricted Stock A summary of employee restricted stock activity for years ended September 30, 2021 and 2020 are presented below: Schedule of Employee Restricted Stock activity Number of Shares Weighted Average Exercise Price Outstanding as of October 1, 2019 2,248,811 1.65 Granted 222,506 1.64 Outstanding as of September 30, 2020 2,471,317 1.57 Granted 3,914,509 0.96 Outstanding as of September 30, 2021 6,385,826 $ 0.93 A summary of non-employee restricted stock activity under the Company’s for years ended September 30, 2021 and 2020 are presented below: Schedule of Non Employee Restricted Stock Activity Number of Shares Weighted Average Exercise Price Outstanding as of September 30, 2019 2,446,262 1.73 Granted 1,412,916 1.72 Outstanding as of September 30, 2020 3,859,178 1.72 Granted 5,058,370 0.58 Outstanding as of September 30, 2021 8,917,548 $ 0.99 Warrants A summary of the status of the Company’s outstanding warrants as of September 30, 2021 and 2020 and changes during the year then ended are presented below: Schedule of Warrants Outstanding Number of Warrants Weighted Average Exercise Price Remaining Contractual Term Outstanding as of September 30, 2019 2,241,920 $ 2.92 1.6 Warrants granted – equity 200,000 0.45 7 Warrants granted – liability 2,672,813 1.14 1.2 Outstanding as of September 30, 2020 5,114,733 2.13 1 Warrants granted – equity 32,666,266 0.53 2.00 Warrants expired – equity (114,300 ) 2.50 - Warrants granted – liability 30,299,134 0.45 3.04 Warrants expired – liability (5,000,000 ) 0.20 1.51 Outstanding as of September 30, 2021 62,965,833 0.47 1.23 Stock-based Compensation Expense Stock-based compensation expense for the years ended September 30, 2021, and 2020 was comprised of the following (in thousands): Schedule of Stock-based Compensation Expenses 2021 2020 Years Ended September 30, 2021 2020 Restricted stock awards $ 1,935 $ 1,092 Stock options 279 981 Warrants 59 - Accrued stock compensation - 370 Total stock-based compensation $ 2,273 $ 2,443 |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 19. Commitments and contingencies As noted earlier in Note 1, the Company, engages in a business that constitutes an illegal act under the laws of the United States Federal Government. This raises several possible issues which may impact the Company’s overall operations, not the least of which are related to traditional banking and other key operational risks. Since cannabis remains illegal on the federal level, and most traditional banks are federally insured, those financial institutions will not service cannabis businesses. In states where medical or recreational marijuana is legal, dispensary owners, manufacturers, and anybody who “touches the plant,” continue to face a host of operational hurdles. While local, state-chartered banks and credit unions now accept cannabis commerce, there remains a reluctance by traditional banks to do business with them. Aside from a huge inconvenience and the need to find creative ways to manage financial flow, payroll logistics, and payment of taxes, his also poses tremendous risks to controls as a result of operating a lucrative business in cash. This lack of access to traditional banking may inhibit industry growth. In the period ended June 30, 2021, the Company’s has accounts with a Florida bank and several credit unions located in Washington and California. Despite the uncertainties surrounding the Federal government’s position on legalized marijuana, the Company does not believe these risks will have a substantive impact on its planned operations in the near term. In July 2016, the Company entered into a 10 7,033 315 2% 14,000 On February 22, 2018, both parties executed a lease addendum that adds contiguous property for 12,322 3,525 In September 2019, the Company entered into a 4 4,285 2,000 In January 2019, the Company entered into a 5 9,696 Pursuant to the execution of a sale lease back agreement with the Company’s Wallis property, a/k/a Never Again, the Company in May 2021, entered into a 15 31,500 2.5 60,000 As of September 30, 2021, the Company has acquired interests in several entities more fully described in Note 6 and Note 8. As part of those interests, the Company has commitments to fund the acquisition of licenses and permits to allow for the cultivation and sale of cannabis and related products in the United States. As of September 30, 2021, Company estimates that its investees will need up to approximately $ 200,000 In December 2020, the Company filed a preliminary short form document with the securities regulatory authorities in each of the provinces of British Columbia, Alberta and Ontario in connection with a marketed public offering of units of the Company. The Offering is being led by Canaccord Genuity Corp. Each Unit shall be comprised of one common share in the capital of the Company and one common share purchase warrant of the Company Each Warrant is exercisable into one common share at an exercise price to be determined in the context of the market. The final pricing of each Unit, the exercise price of each Warrant, and the term of each Warrant will be determined in the context of the market prior to the filing of the final short form document in respect of the Offering. The net proceeds raised under the Offering will be used for working capital and general corporate purposes. As of September 30, 2021 the Company executed an Agency Agreement and in consideration of the services rendered by the Agent and in connection with the Offering, the Company has agreed to pay the Agent, on the Closing Date a commission equal to 7 Agent’s Commission President’s List Broker Warrants Broker Share 3.5 0.55 100,000 Corporate Finance Fee 50,000 50,000 90,909 Corporate Finance Fee Shares 350,000 Over-Allotment Option 15 2,590,909 Additional Units 9,200,000 644,000 8,556,000 10,925,000 764,750 10,160,250 16,926,019 1,471,291 0.55 10,309,210 809,210.05 April 23, 2023 0.68 972,092 0.43 420,000 Legal Proceedings D.H. Flamingo, Inc. v. Department of Taxation, et. al. On February 27, 2020, a subsidiary of the Company (YMY Ventures, LLC) was served with a Summons and Second Amended Complaint in a matter pending in the District Court of Clark County Nevada (Case # A-19-787004-B) which is styled “D.H. Flamingo, Inc. v. Department of Taxation, et. al. Chord Advisors, LLC v. Stem Holdings, Inc., et. al. On June 5, 2020 Chord Advisors, LLC (“Chord”) filed a Complaint in the Circuit Court of the Fifteenth Judicial District in and for Palm Beach County, Florida (Case # 502020CA006097) alleging that Stem Holdings, Inc. owes Chord approximately $260,000 on account of fees for accounting services accrued pursuant to a Letter of Agreement dated October 2019. On July 6, 2020, the Company filed an Answer and Affirmative Defenses to the Complaint. This matter has now been fully resolved without any material financial exposure to of the Company. Lili Enterprises, LLC adv. YMY Ventures and OPCO, LLC In July 2020, a dispute arose with the Company’s joint venture partner in connection with the Company’s operations in the State of Nevada. In this regard, the Company’s joint venture partner claims that it is owed certain amounts totaling approximately $307,500 pursuant to the joint venture Operating Agreement. On the other hand, the Company claims that the joint venture partner is in breach of its agreements with the Company and that the Company has heretofore advanced over $1 million in excess of its commitments under the Operating Agreement. This matter has now been fully resolved without any material financial exposure on the part of the Company. TrueFarma This arbitration arose from the plaintiff’s claim that Driven adversely impacted their business. This matter was settled and the arbitration was dismissed on September 29, 2021 in consideration of mutual general releases among the parties. As a result, the matter has now been fully resolved without any financial exposure on the part of the Company. Additionally, the Company is subject from time to time to litigation, claims and suits arising in the ordinary course of business. |
Subsequent events
Subsequent events | 12 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent events | 20. Subsequent events Subsequent to September 30, 2021, Treevana Wellness, a Georgia based company was awarded a Medical Cannabis License of which the Company has a 2.5 Subsequent to September 30, 2021, we received gross proceeds of approximately $ 40,000 from the exercise of warrants and $ 238,000 On December 17, 2021, pursuant to a Share Exchange Agreement, the Company sold Driven Deliveries and its subsidiaries to the shareholders of Budee, Inc. in a transaction which STEM fully divested its interest in Driven Deliveries and its subsidiaries. Included in the terms of the Share Exchange Agreement, the shareholders of Budee, and a prior officer of Driven Deliveries returned approximately 11.5 7.1 210,753 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s consolidated financial statements been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All material intercompany accounts and transactions have been eliminated during the consolidation process. The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. |
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 application of accounting policies and the reported amounts of assets, liabilities, income, and expenses. The most significant estimates included in these consolidated financial statements are those associated with the assumptions used to value equity instruments, valuation of its long live assets for impairment testing, valuation of intangible assets, and the valuation of inventory. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable given the circumstances that exist at the time the financial statements are prepared. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. |
Reclassifications | Reclassifications Certain amounts in the Company’s consolidated financial statements for prior periods have been reclassified to conform to the current period presentation. These reclassifications have not changed the results of operations of prior periods. |
Principles of Consolidation | Principles of Consolidation The Company’s policy is to consolidate all entities that it controls by ownership of a majority of the outstanding voting stock. In addition, the Company consolidates entities that meet the definition of a variable interest entity (“VIE”) for which it is the primary beneficiary. The primary beneficiary is the party who has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. For consolidated entities that are less than wholly owned, the third party’s holding of equity interest is presented as noncontrolling interests in the Company’s Consolidated Balance Sheets and Consolidated Statements of Changes in Stockholders’ Equity. The portion of net loss attributable to the noncontrolling interests is presented as net loss attributable to noncontrolling interests in the Company’s Consolidated Statements of Operations. In August 2016, the Company and certain shareholders of the Company entered into a “Multi Party” Agreement, in which the Company became obligated to lease or acquire three separate real estate assets, and separately, if certain events occur, additional real estate assets held by entities related to those shareholders. The Agreement also gives the Company the right of first refusal in regard to certain properties owned by the persons and entities affiliated with the parties of the Agreement so long as certain targets are met. In the quarter ended June 30, 2019, the Company issued 12,500,000 The accompanying consolidated financial statements include the accounts of Stem Holdings, Inc. and its wholly owned subsidiaries, Stem Holdings Oregon, Inc., Stem Holdings IP, Inc., Opco, LLC, Stem Holdings Agri, Inc., Stem Oregon Acquisitions 2 Corp., Stem Oregon Acquisitions 3 Corp., Stem Oregon Acquisitions 4 Corp., 7LV USA Corporation, and Stem Oregon Acquisitions 1 Corp., and Driven Deliveries, Inc., which was subsequently divested. In addition, the Company has consolidated YMY Ventures, WCV, LLC and NVD RE, Inc. under the variable interest requirements. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents. The Company’s cash is primarily maintained in checking accounts. These balances may, at times, exceed the U.S. Federal Deposit Insurance Corporation insurance limits. As of September 30, 2021, and 2020, the Company had no cash equivalents or short-term investments. The Company has not experienced any losses on deposits of cash and cash equivalents. |
Accounts Receivable | Accounts Receivable Accounts receivable is shown on the face of the consolidated balance sheets, net of an allowance for doubtful accounts. The Company analyzes the aging of accounts receivable, historical bad debts, customer creditworthiness and current economic trends, in determining the allowance for doubtful accounts. The Company does not accrue interest receivable on past due accounts receivable. As of September 30, 2021, and 2020 the reserve for doubtful accounts was $ 79 35 |
Inventory | Inventory Inventory is comprised of raw materials, finished goods and work-in-progress such as pre-harvested cannabis plants and by-products to be extracted. The costs of growing cannabis including but not limited to labor, utilities, nutrition, and irrigation, are capitalized into inventory until the time of harvest. Inventory is stated at the lower of cost or net realizable value, determined using weighted average cost. Cost includes expenditures directly related to manufacturing and distribution of the products. Primary costs include raw materials, packaging, direct labor, overhead, shipping and the depreciation of manufacturing equipment and production facilities determined at normal capacity. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance, and property taxes. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. At the end of each reporting period, the Company performs an assessment of inventory obsolescence to measure inventory at the lower of cost or net realizable value. Factors considered in the determination of obsolescence include slow-moving or non-marketable items. |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses consist of various payments that the Company has made in advance for goods or services to be received in the future. These prepaid expenses include consulting, advertising, insurance, and service or other contracts requiring up-front payments. |
Property and Equipment | Property and Equipment Property, equipment, and leasehold improvements are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Expenditures for major renewals and improvements are capitalized, while minor replacements, maintenance, and repairs, which do not extend the asset lives, are charged to operations as incurred. Upon sale or disposition, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. The Company continually monitors events and changes in circumstances that could indicate that the carrying balances of its property, equipment and leasehold improvements may not be recoverable in accordance with the provisions of ASC 360, “Property, Plant, and Equipment.” When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. See “Note 3 – Property, Equipment and Leasehold Improvements”. Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided on a straight-line method over the estimated useful lives of the assets. The Company estimates useful lives as follows: Schedule of Estimated Useful Life of Assets Buildings 20 Leasehold improvements Shorter of term of lease or economic life of improvement Furniture and equipment 5 Signage 5 Software and related 5 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews the carrying value of its long-lived assets, which include property and equipment, for indicators of impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. The Company does not test for impairment in the year of acquisition of properties, as long as those properties are acquired from unrelated third parties. The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. In cases where estimated future net undiscounted cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the asset or asset group. Fair value is generally determined using the assets expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated and amortized prospectively over the newly determined remaining estimated useful lives. An impairment expense of $ 52.5 no |
Capitalization of Project Costs | Capitalization of Project Costs The Company’s policy is to capitalize all costs that are directly identifiable with a specific property, would be capitalized if the Company had already acquired the property, and when the property, or an option to acquire the property, is being actively sought after, and either funds are available or will likely become available to exercise their option. All amounts shown capitalized prior to acquisition of a property are included under the caption of Project Costs within the “Prepaid expenses and other current assets” line item in the consolidated balance sheet. |
Equity Method Investments | Equity Method Investments Investments in unconsolidated affiliates are accounted for under the equity method of accounting, as appropriate. The Company accounts for investments in limited partnerships or limited liability corporations, whereby the Company owns a minimum of 5.0 During the years ended September 30, 2021, and 2020, the Company recognized its share of investee losses of approximately $ 234 253 233 1 240 13 |
Asset Acquisitions | Asset Acquisitions The Company has adopted ASU 2017-01, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as businesses acquisitions. As a result of adopting ASU 2017-01, acquisitions of real estate and cannabis licenses do not meet the definition of a business combination and were deemed asset acquisitions, and the Company therefore capitalized these acquisitions, including its costs associated with these acquisitions. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill. Intangible Assets An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset that is amortized over the remaining useful life of that asset, if any. Subsequent reversal of impairment losses is not permitted. During the year ended September 30, 2021, and 2020, the Company determined that there were $ 52.5 million and $ 0 losses related to the impairment of goodwill and intangible assets, respectively. |
Business Combinations | Business Combinations The Company applies the provisions of ASC 805 in the accounting for acquisitions. ASC 805 requires the Company to recognize separately from goodwill the assets acquired, and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately apply preliminary value to assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, these estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments in the current period, rather than a revision to a prior period. Upon the conclusion of the measurement period or final determination of the values of the assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements of operations. Accounting for business combinations requires management to make significant estimates and assumptions, especially at the acquisition date, including estimates for intangible assets, contractual obligations assumed, restructuring liabilities, pre-acquisition contingencies, and contingent consideration, where applicable. Although the Company believes the assumptions and estimates made have been reasonable and appropriate, they are based in part on historical experience and information obtained from management of the acquired companies and are inherently uncertain. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates, or actual results. |
Contingent Consideration | Contingent Consideration The Company accounts for “contingent consideration” according to FASB ASC 805, “Business Combinations” (“FASB ASC 805”). Contingent consideration typically represents the acquirer’s obligation to transfer additional assets or equity interests to the former owners of the acquiree if specified future events occur or conditions are met. FASB ASC 805 requires that contingent consideration be recognized at the acquisition-date fair value as part of the consideration transferred in the transaction. FASB ASC 805 uses the fair value definition in Fair Value Measurements, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As defined in FASB ASC 805, contingent consideration is (i) an obligation of the acquirer to transfer additional assets or equity interests to the former owners of an acquiree as part of the exchange for control of the acquiree, if specified future events occur or conditions are met or (ii) the right of the acquirer to the return of previously transferred consideration if specified conditions are met. |
Warrant Liability | Warrant Liability The Company accounts for certain common stock warrants outstanding as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations. The fair value of the warrants issued by the Company has been estimated using a Black Scholes model. |
Embedded Conversion Features | Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in the statement of operations. If the conversion feature does not require recognition of a bifurcated derivative, the convertible debt instrument is evaluated for consideration of any beneficial conversion feature (“BCF”) requiring separate recognition. When the Company records a BCF, the intrinsic value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid-in capital) and amortized to interest expense over the life of the debt. |
Income Taxes | Income Taxes The provision for income taxes is determined in accordance with ASC 740, “Income Taxes”. The Company files a consolidated United States federal income tax return. The Company provides for income taxes based on enacted tax law and statutory tax rates at which items of income and expense are expected to be settled in our income tax return. Certain items of revenue and expense are reported for Federal income tax purposes in different periods than for financial reporting purposes, thereby resulting in deferred income taxes. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company has incurred net operating losses for financial-reporting and tax-reporting purposes. As of September 30, 2021, and 2020, such net operating losses were offset entirely by a valuation allowance. The Company recognizes uncertain tax positions based on a benefit recognition model. Provided that the tax position is deemed more likely than not of being sustained, the Company recognizes the largest amount of tax benefit that is greater than 50.0% likely of being ultimately realized upon settlement. The tax position is derecognized when it is no longer more likely than not of being sustained. The Company classifies income tax related interest and penalties as interest expense and selling, general and administrative expense, respectively, on the consolidated statements of operations. In December 2017, the Tax Cuts and Jobs Act (TCJA or the Act) was enacted, which significantly changes U.S. tax law. In accordance with ASC 740, “Income Taxes”, the Company is required to account for the new requirements in the period that includes the date of enactment. The Act reduced the overall corporate income tax rate to 21.0 In December 2020, the Company issued a significant number of new shares in its acquisition of Driven (see Note 10). The effect of these issuances is most likely, the Company and Driven have experienced the requisite change of control as promulgated under the US Internal Revenue Code section 382. The effect of this will be that going forward, the ability of the Company and Driven to utilize their respective U.S. Federal net operating loss carryforwards from prior to December 29, 2020, will be limited in its usage. In order to determine the specific effect, the Company must perform the computations required under the Internal Revenue Code, which have not yet been performed. The Company expects it will perform the required computations in the coming fiscal year. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (Topic 606), the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Revenue for the Company’s product sales has not been adjusted for the effects of a financing component as the Company expects, at contract inception, that the period between when the Company’s transfers control of the product and when the Company receives payment will be one year or less. Product shipping and handling costs are included in cost of product sales. Effective October 1, 2019, the Company adopted the requirements of ASU 2014-09 (ASC 606) and related amendments, using the modified retrospective method. The adoption of ASC 606 did not have a significant impact on the Company’s revenue recognition policy as revenues related to wholesale and retail revenue are recorded upon transfer of merchandise to the customer, which was the effective policy under ASC 605 previously. The following policies reflect specific criteria for the various revenue streams of the Company: Cannabis Dispensary, Cultivation and Production Revenue is recognized upon transfer of retail merchandise to the customer upon sale transaction, at which time its performance obligation is complete. Revenue is recognized upon delivery of product to the wholesale customer, at which time the Company’s performance obligation is complete. Terms are generally between cash on delivery to 30 days for the Company’s wholesale customers. The Company’s sales environment is somewhat unique, in that once the product is sold to the customer (retail) or delivered (wholesale) there are essentially no returns allowed or warranty available to the customer under the various state laws. Delivery 1) Identify the contract with a customer The Company sells retail products directly to customers. In these sales there is no formal contract with the customer. These sales have commercial substance and there are no issues with collectability as the customer pays the cost of the goods at the time of purchase or delivery. 2) Identify the performance obligations in the contract The Company sells its products directly to consumers. In this case these sales represent a performance obligation with the sales and any necessary deliveries of those products. 3) Determine the transaction price The sales that are done directly to the customer have no variable consideration or financing component. The transaction price is the cost that those goods are being sold for plus any additional delivery costs. 4) Allocate the transaction price to performance obligations in the contract For the goods that the Company sells directly to customers, the transaction price is allocated between the cost of the goods and any delivery fees that may be incurred to deliver to the customer. 5) Recognize revenue when or as the Company satisfies a performance obligation For the sales of the Company’s own goods the performance obligation is complete once the customer has received the product. |
Leases | Leases The Company recognizes rental revenue from tenants, including rental abatements, lease incentives and contractual fixed increases attributable to operating leases, on a straight-line basis over the term of the related leases when collectability is reasonably assured. The Company makes estimates of the collectability of its tenant receivables related to base rents, straight-line rent, and other revenues. In the current fiscal year, the Company began significant rental operations. The Company considers such things as historical bad debts, tenant creditworthiness, current economic trends, facility operating performance, lease structure, developments relevant to a tenant’s business, and changes in tenants’ payment patterns in its analysis of accounts receivable and its evaluation of the adequacy of the allowance for doubtful accounts. Specifically, for straight-line rent receivables, the Company’s assessment includes an estimation of a tenant’s ability to fulfill its rental obligations over the remaining lease term. On October 1, 2020, the Company adopted ASC 842 and elected to apply the new standard at the adoption date and recognize a cumulative effect as an adjustment to retained earnings. Upon calculation the effect on retained earnings was immaterial and no adjustment was deemed necessary. Leases with an initial term of twelve months or less are not recorded on the balance sheet. For lease agreements entered into or reassessed after the adoption of Topic 842, we combine the lease and non-lease components in determining the lease liabilities and right of use (“ROU”) assets. Our lease agreements generally do not provide an implicit borrowing rate; therefore, an internal incremental borrowing rate is determined based on information available at lease commencement date for purposes of determining the present value of lease payments. We used the incremental borrowing rate on September 30, 2021, for all leases that commenced prior to that date. In determining this rate, which is used to determine the present value of future lease payments, we estimate the rate of interest we would pay on a collateralized basis, with similar payment terms as the lease and in a similar economic environment. Under Topic 842, operating lease expense is generally recognized evenly over the term of the lease. Lease costs were $ 839 927 17 35 23 180 Lease Costs Schedule of Lease Costs Year Ended September 30, 2021 Components of total lease costs: Operating lease expense $ 839 Total lease costs $ 839 Lease positions as of September 30, 2021 ROU lease assets and lease liabilities for our operating leases were recorded in the consolidated condensed balance sheet as follows: Schedule of ROU Lease Assets and Lease Liabilities September 30, 2021 Assets Right of use asset $ 4,562 Total assets $ 4,562 Liabilities Operating lease liabilities – short term $ 685 Operating lease liabilities – long term 3,963 Total lease liability $ 4,648 Lease Terms and Discount Rate Schedule of Lease Terms and Discount Rate Weighted average remaining lease term (in years) – operating lease 9 Weighted average discount rate – operating lease 12.18 % Cash Flows Schedule of Cash Flow Related to Lease Year Ended September 30, 2021 Cash paid for amounts included in the measurement of lease liabilities: ROU amortization $ 839 Cash paydowns of operating liability $ (839 ) Supplemental non-cash amounts of lease liabilities arising from obtaining: ROU asset $ 4,562 Lease Liability $ 4,648 The future minimum lease payments under the leases are as follows: Schedule of Future Minimum Lease Payments 2022 $ 1,228 2023 1,088 2024 797 2025 687 2026 653 Thereafter 4,676 Total future minimum lease payments 9,129 Less: Lease imputed interest (4,481 ) Total $ 4,648 |
Disaggregation of Revenue | Disaggregation of Revenue In the year ended September 30, 2020, and 2021, revenue reported was primarily from the sale of cannabis and related products accounted for under ASC 606. The following table illustrates our revenue by type related to the years ended September 30, 2021, and 2020: Schedule of Disaggregation of Revenue 2021 2020 September 30, 2021 2020 Revenue Wholesale $ 5,270 $ 3,832 Retail 35,805 12,389 Rental 17 35 Other 692 115 Total revenue 41,784 16,371 Discounts and returns (6,015 ) (2,397 ) Net Revenue $ 35,769 $ 13,974 |
Geographical Concentrations | Geographical Concentrations As of September 30, 2021, the Company is primarily engaged in the production and sale of cannabis, which is only legal for recreational use in 15 states and D.C., with lesser legalization, such as for medical use in an additional 21 states and D.C., as of the time of these consolidated financial statements. In addition, the United States Congress has passed legislation, specifically the Agriculture Improvement Act of 2018 (also known as the “Farm Bill”) that has removed production and consumption of hemp and associated products from Schedule 1 of the Controlled Substances Act. |
Cost of Goods Sold | Cost of Goods Sold Cost of sales represents costs directly related to manufacturing and distribution of the Company’s products. Primary costs include raw materials, packaging, direct labor, overhead, shipping and handling and the depreciation of manufacturing equipment and production facilities. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance, and property taxes. The Company recognizes the cost of sales as the associated revenues are recognized. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments As defined in the authoritative guidance, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To estimate fair value, the Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (“Level 1” measurements) and the lowest priority to unobservable inputs (“Level 3” measurements). The three levels of the fair value hierarchy are as follows: Level 1 — Observable inputs such as quoted prices in active markets at the measurement date for identical, unrestricted assets or liabilities. Level 2 — Other inputs that are observable, directly, or indirectly, such as quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 — Unobservable inputs for which there is little or no market data and which the Company makes its own assumptions about how market participants would price the assets and liabilities. In instances in which multiple levels of inputs are used to measure fair value, hierarchy classification is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. |
Stock-based Compensation | Stock-based Compensation The Company accounts for share-based payment awards exchanged for services at the estimated grant date fair value of the award. Stock options issued under the Company’s long-term incentive plans are granted with an exercise price equal to no less than the market price of the Company’s stock at the date of grant and expire up to ten years from the date of grant. These options generally vest on the grant date or over a one-year period. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. Expected Term Expected Volatility Risk-Free Interest Rate Expected Dividend Effective January 1, 2017, the Company elected to account for forfeited awards as they occur, as permitted by Accounting Standards Update (“ASU”) 2016-09. Ultimately, the actual expenses recognized over the vesting period will be for those shares that vested. Prior to making this election, the Company estimated a forfeiture rate for awards at 0%, as the Company did not have a significant history of forfeitures. |
Earnings (Loss) per Share | Earnings (Loss) per Share ASC 260, Earnings Per Share, requires dual presentation of basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net loss per share of common stock excludes dilution and is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share of common stock reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity unless inclusion of such shares would be anti-dilutive. Since the Company has only incurred losses, basic and diluted net loss per share is the same. Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share as of September 30, 2021, and 2020 are as follows: Schedule of Computation of Diluted Loss Potentially dilutive share-based instruments: 2021 2020 Convertible notes 3,696,311 5,763,210 Options to purchase common stock 7,140,447 5,572,916 Unvested restricted stock awards - 2,471,317 Warrants to purchase common stock 62,965,833 5,053,078 73,802,591 18,860,521 |
Advertising Costs | Advertising Costs The Company follows the policy of charging the cost of advertising to expense as incurred. Advertising expense was $ 1 66 |
Related parties | Related parties Parties are related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. |
Segment reporting | Segment reporting Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision–making group in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision–maker is its chief executive officer. The Company currently operates in one segment. |
Recent Accounting Guidance | Recent Accounting Guidance In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350)—Simplifying the Test for Goodwill Impairment. ASU 2017-04 simplifies the accounting for goodwill impairments by eliminating the requirement to compare the implied fair value of goodwill with its carrying amount as part of step two of the goodwill impairment test referenced in Accounting Standards Codification (“ASC”) 350, Intangibles - Goodwill and Other (“ASC 350”). As a result, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. However, the impairment loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. ASU 2017-04 is effective for annual reporting periods beginning after December 15, 2019. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). ASU 2018-13 removes, modifies and adds certain disclosure requirements in Topic 820 “Fair Value Measurement”. ASU 2018-13 eliminates certain disclosures related to transfers and the valuations process, modifies disclosures for investments that are valued based on net asset value, clarifies the measurement uncertainty disclosure, and requires additional disclosures for Level 3 fair value measurements. ASU 2018-13 is effective for the Company for annual and interim reporting periods beginning January 1, 2020. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases. The standard amends the existing lease accounting guidance and requires lessees to recognize a lease liability and a right-of-use asset for all leases (except for short-term leases that have a duration of one year or less) on their balance sheets. Lessees will continue to recognize lease expense in a manner similar to current accounting. For lessors, accounting for leases under the new guidance is substantially the same as in prior periods but eliminates current real estate-specific provisions and changes the treatment of initial direct costs. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparable period presented, with an option to elect certain transition relief. Full retrospective application is prohibited. The standard was adopted as of October 1, 2020. As of September 30, 2021, the Company recognized additional operating liabilities of approximately $ 4.6 4.6 In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 provides guidance for recognizing credit losses on financial instruments based on an estimate of current expected credit losses model. The amendments are effective for fiscal years beginning after December 15, 2019. Recently, the FASB issued the final ASU to delay adoption for smaller reporting companies to calendar year 2023. The Company is currently assessing the impact of the adoption of this ASU on its financial statements. In January 2020, the FASB issued ASU 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivative and Hedging (Topic 815), which clarifies the interaction of rules for equity securities, the equity method of accounting, and forward contracts and purchase options on certain types of securities. The guidance clarifies how to account for the transition into and out of the equity method of accounting when considering observable transactions under the measurement alternative. The ASU is effective for annual reporting periods beginning after December 15, 2020, including interim reporting periods within those annual periods, with early adoption permitted. We are currently evaluating the impact of the new guidance on our consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity, and also improves and amends the related EPS guidance for both Subtopics. The ASU will be effective for annual reporting periods beginning after December 15, 2021 and interim periods within those annual periods and early adoption is permitted. We are currently evaluating the impact of the new guidance on our consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Life of Assets | Schedule of Estimated Useful Life of Assets Buildings 20 Leasehold improvements Shorter of term of lease or economic life of improvement Furniture and equipment 5 Signage 5 Software and related 5 |
Schedule of Lease Costs | Schedule of Lease Costs Year Ended September 30, 2021 Components of total lease costs: Operating lease expense $ 839 Total lease costs $ 839 |
Schedule of ROU Lease Assets and Lease Liabilities | ROU lease assets and lease liabilities for our operating leases were recorded in the consolidated condensed balance sheet as follows: Schedule of ROU Lease Assets and Lease Liabilities September 30, 2021 Assets Right of use asset $ 4,562 Total assets $ 4,562 Liabilities Operating lease liabilities – short term $ 685 Operating lease liabilities – long term 3,963 Total lease liability $ 4,648 |
Schedule of Lease Terms and Discount Rate | Schedule of Lease Terms and Discount Rate Weighted average remaining lease term (in years) – operating lease 9 Weighted average discount rate – operating lease 12.18 % |
Schedule of Cash Flow Related to Lease | Schedule of Cash Flow Related to Lease Year Ended September 30, 2021 Cash paid for amounts included in the measurement of lease liabilities: ROU amortization $ 839 Cash paydowns of operating liability $ (839 ) Supplemental non-cash amounts of lease liabilities arising from obtaining: ROU asset $ 4,562 Lease Liability $ 4,648 |
Schedule of Future Minimum Lease Payments | The future minimum lease payments under the leases are as follows: Schedule of Future Minimum Lease Payments 2022 $ 1,228 2023 1,088 2024 797 2025 687 2026 653 Thereafter 4,676 Total future minimum lease payments 9,129 Less: Lease imputed interest (4,481 ) Total $ 4,648 |
Schedule of Disaggregation of Revenue | The following table illustrates our revenue by type related to the years ended September 30, 2021, and 2020: Schedule of Disaggregation of Revenue 2021 2020 September 30, 2021 2020 Revenue Wholesale $ 5,270 $ 3,832 Retail 35,805 12,389 Rental 17 35 Other 692 115 Total revenue 41,784 16,371 Discounts and returns (6,015 ) (2,397 ) Net Revenue $ 35,769 $ 13,974 |
Schedule of Computation of Diluted Loss | Schedule of Computation of Diluted Loss Potentially dilutive share-based instruments: 2021 2020 Convertible notes 3,696,311 5,763,210 Options to purchase common stock 7,140,447 5,572,916 Unvested restricted stock awards - 2,471,317 Warrants to purchase common stock 62,965,833 5,053,078 73,802,591 18,860,521 |
Property, Plant & Equipment (Ta
Property, Plant & Equipment (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property and equipment consist of the following (in thousands): Schedule of Property, Plant and Equipment 2021 2020 September 30, 2021 2020 Land $ 1,451 $ 1,451 Automobiles 113 61 Signage 19 19 Furniture and equipment 3,038 2,485 Leasehold improvements 3,474 3,455 Buildings and property improvements 10,126 12,981 Computer software 59 59 Property and equipment, gross 18,280 20,511 Accumulated depreciation (5,670 ) (4,157 ) Property and equipment, net $ 12,610 $ 16,354 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following (in thousands): Schedule of Inventory 2021 2020 September 30, 2021 2020 Raw materials $ 866 $ 222 Work-in-progress 543 484 Finished goods 2,100 1,089 Total Inventory $ 3,509 $ 1,795 |
Prepaid expenses and other cu_2
Prepaid expenses and other current assets (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Prepaid Expenses And Other Current Assets | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid and other current assets comprised of the following: Schedule of Prepaid Expenses and Other Current Assets 2021 2020 September 30, 2021 2020 Prepaid expenses $ 800 $ 249 ERTC credits 1,257 - Deposits and other current assets 1,017 203 Total prepaid expenses and other current assets $ 3,074 $ 452 |
Non-Controlling Interests (Tabl
Non-Controlling Interests (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Noncontrolling Interest [Abstract] | |
Schedule of Non-Controlling Interests in Consolidated Entities | Non-controlling interests in consolidated entities are as follows (in thousands): Schedule of Non-Controlling Interests in Consolidated Entities As of September 30, 2020 NCI Equity Net Loss NCI in Non- NVD RE Corp. $ 597 $ (48 ) $ 549 50.0 % Western Coast Ventures, Inc. 1,288 (240 ) 1,048 49.0 % YMY Ventures, Inc. 447 (204 ) 243 50.0 % $ 2,332 $ (492 ) $ 1,840 As of September 30, 2021 NCI Equity Net Loss NCI in Non- NVD RE Corp. $ 587 $ (34 ) $ 553 36.2 % Western Coast Ventures, Inc. 1,052 (210 ) 842 49.0 % YMY Ventures, Inc. 243 56 299 50.0 % Michigan RE 1, Inc. - (54 ) (54 ) 49.0 % $ 1,882 $ (242 ) $ 1,640 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Business Acquisition [Line Items] | |
Schedule Of Acquisitions Occurred | The following unaudited proforma condensed consolidated results of operations have been prepared as if the three acquisitions above occurred October 1, 2019. Schedule Of Acquisitions Occurred Year ended Year ended September 30, 2021 September 30, 2020 Revenue $ 43,821 $ 30,640 Net loss $ (75,427 ) $ (41,535 ) The unaudited proforma condensed consolidated results of operations are not necessarily indicative of results that would have occurred had the acquisitions occurred as of October 1, 2019 nor are they necessarily indicative of the results that may occur in the future. Included in the consolidated statement of operations for the year ended September 30, 2021 is $ 5,766 14,832 26 934 ($54,096) ($20) 3,921 137 |
Seven Leaf Ventures Corp [Member] | |
Business Acquisition [Line Items] | |
Schedule of Liabilities Measured at Fair Value | The table below shows the warrant liability and embedded derivative liability recorded in connection with the 7LV convertible notes and the subsequent fair value measurement during the year ended September 30, 2021, in USD, ( in thousands Schedule of Liabilities Measured at Fair Value Warrant Liability Derivative Liability Balance as of September 30, 2020 $ 60 $ 54 Issuance - - Warrants acquired 9,000 - Warrants converted into equity (4,589) - Change in fair value (60 ) (54 ) Balance as of September 30, 2021 $ - $ - |
Schedule of Purchasre Consideration to Fair value of assets Aquired and Liabilities Assumed | As of March 6, 2020, the Company allocated the purchase consideration to the fair value of the assets acquired and liabilities assumed as summarized in the table below ( Schedule of Purchase Consideration to Fair value of assets Acquired and Liabilities Assumed Consideration Paid (in thousands) Estimated fair value of common stock issued $ 9,552 Estimated fair value of warrants issued 772 Estimated fair value of options issued 500 Estimated fair value of debt issued 2,540 Estimated fair value of debt assumed 4,389 Estimated fair value of embedded and bifurcated derivatives 244 Forgiveness of working capital advance (150 ) Total consideration paid $ 12,958 Assets acquired: (in thousands) Cash and cash equivalents $ 81 Working Capital $ 246,186 Fixed assets 54 Other Assets 1,526 Inventory 133 Goodwill 6,151 Intangible assets 7,684 Total assets acquired $ 14,103 Liabilities assumed: (in thousands) Accrued expenses and other current liabilities 1,145 Total liabilities assumed $ 1,145 Net assets acquired (in thousands) $ 12,958 |
Driven Deliveries Inc [Member] | |
Business Acquisition [Line Items] | |
Schedule of Liabilities Measured at Fair Value | The table below shows the warrant liability and embedded derivative liability recorded in connection with the Driven convertible notes and the subsequent fair value measurement during the year ended September 30, 2021 in USD, ( in thousands Schedule of Liabilities Measured at Fair Value Warrant Liability Derivative Liability Balance as of September 30, 2020 $ - $ - Warrants acquired 9,000 - Warrants converted into equity (4,589 ) - Change in fair value (2,415 ) - Balance as of September 30, 2021 $ 1,996 $ - |
Schedule of Purchasre Consideration to Fair value of assets Aquired and Liabilities Assumed | As of December 29, 2020, the Company allocated the purchase consideration to the fair value of the assets acquired and liabilities assumed as summarized in the table below ( Consideration Paid (in thousands) Schedule of Purchasre Consideration to Fair value of assets Aquired and Liabilities Assumed Consideration Paid (in thousands) Estimated fair value of common stock issued $ 40,048 Estimated fair value of warrants issued 9,000 Estimated fair value of options issued 500 Estimated fair value of debt assumed 4,389 Total consideration paid $ 53,937 Assets acquired: (in thousands) Cash and cash equivalents $ - Fixed assets 47 Other Assets 1,526 Goodwill 11,740 Intangible assets 47,900 Total assets acquired $ 61,213 Liabilities assumed: (in thousands) Accrued expenses and other current liabilities (7,276 ) Total liabilities assumed $ (7,276 ) Net assets acquired (in thousands) $ 53,937 |
Plan of Reorganization [Member] | |
Business Acquisition [Line Items] | |
Schedule of Purchasre Consideration to Fair value of assets Aquired and Liabilities Assumed | As of September 17, 2021, the Company allocated the purchase consideration to the fair value of the assets acquired and liabilities assumed as summarized in the table below ( Schedule of Purchasre Consideration to Fair value of assets Aquired and Liabilities Assumed Purchase Consideration Stock Consideration $ 2,381 Total Purchase Consideration $ 2,381 Allocation of Purchase Consideration Working Capital $ 189 Fixed Assets 14 Customer Relationships 3 License 1,762 Tradename 206 Goodwill 207 Total Purchase Consideration $ 2,381 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets as of September 2021, and 2020 (in thousands): Schedule of Intangible Assets Estimated Cannabis Tradename Customer Non- Technology Accumulated Net Carrying Balance as September 30, 2020 $ 12,679 $ 458 $ 643 $ 220 $ - $ (731 ) $ 13,269 YMY Ventures 15 - - - - - (50 ) (50 ) Western Coast Ventures, Inc. 15 (3,791 ) - - - - 161 (3,630 ) Yerba Buena 3 15 - - - - - (172 ) (172 ) Foothill (7LV) 15 - - - - - (523 ) (523 ) Driven Deliveries 10 15 9,315 415 - - 413 (2,532 ) 7,611 JV Retail 3 3 15 478 40 1 - - (3 ) 516 JV Retail 4 3 15 445 38 1 - - (3 ) 481 JV Extraction 10 15 966 - - - - (9 ) 957 Other 5 - - - - 5 - 5 Balance as September 30, 2021 $ 20,092 $ 951 $ 645 $ 220 $ 418 $ (3,861 ) $ 18,465 |
Schedule of Expected Amortization | The following table is a runoff of expected amortization in the following 5-year period as of September 30: Schedule of Expected Amortization 2022 $ 1,579 2023 1,579 2024 1,579 2025 1,579 2026 1,579 Thereafter 1 0,570 Intangible assets $ 18,465 |
Accounts payable and accrued _2
Accounts payable and accrued expenses (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consist of the following (in thousands): Schedule of Accounts Payable and Accrued Expenses 2021 2020 September 30, 2021 2020 Accounts payable 3,331 $ 1,784 Accrued credit cards 25 41 Accrued interest 87 134 Accrued payroll 875 616 Accrued sales tax liability 2,604 - Other 1,592 408 Total Accounts Payable and Accrued Expenses $ 8,514 $ 2,983 |
Notes Payable and Advances (Tab
Notes Payable and Advances (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Short-term Notes and Advances | The following table summarizes the Company’s short-term notes and advances, acquisition note payable, due to related party loans, and long-term debt, mortgages as of September 30, 2021, and 2020: Schedule of Short-term Notes and Advances 2021 2020 September 30, 2021 2020 Equipment financing $ 30 $ 27 Insurance financing 268 177 Mortgages payable - 923 Promissory note 359 2,298 Settlement payable 92 - Due to related party 1 200 Short-term notes and advances $ 750 $ 3,625 Acquisition notes payable 409 665 Total notes payable and advances $ 1,159 $ 4,290 Long-term mortgages 2,100 3,685 Total long-term debt $ 2,100 $ 3,685 |
Schedule of Maturities of Long Term Debt | The following is a table of the 5-year runoff of our long-term debt as of September 30: Schedule of Maturities of Long Term Debt 2022 $ 1,500 2023 600 2024 - 2025 - 2026 - Thereafter - Total long-term debt $ 2,100 |
Convertible debt (Tables)
Convertible debt (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Assumptions Value Warrant Granted | Schedule of Assumptions Value Warrant Granted Fair value of underlying common shares $ 1.78 2.10 Exercise price (converted to USD) $ 2.93 Dividend yield - Historical volatility 85 Risk free interest rate 1.4 1.9 |
Schedule of Warrant Liability and Embedded Derivative Liability | The table below shows the warrant liability and embedded derivative liability recorded in connection with the Canaccord convertible notes and the subsequent fair value measurement during the year ended September 30, 2021, in USD, ( in thousands Schedule of Warrant Liability and Embedded Derivative Liability Warrant Liability Derivative Liability Balance as of September 30, 2020 $ 67 $ 592 Change in fair value (67 ) (592 ) Balance as of September 30, 2021 $ - $ - |
Schedule of Convertible Notes | The table below shows the net amount of convertible notes as of September 30, 2021, in USD ( in thousands Schedule of Convertible Notes September 30, 2021 Principal value of 8 0.91 December 27, 2021 155,239 $ 2,831 Cumulative foreign currency impact 109 Carrying value of convertible notes $ 2,940 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis | The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of September 30, 2021 (in thousands): Schedule of Liabilities Measured at Fair Value on a Recurring Basis Fair value measured at September 30, 2021 Quoted prices in Significant other Significant active markets observable inputs unobservable inputs Fair value (Level 1) (Level 2) (Level 3) Warrant liability $ 2,277 $ - $ - $ 2,277 Embedded derivative liability - - - - Total fair value $ 2,277 $ - $ - $ 2,277 |
Schedule of Level 3 Liabilities Measured at Fair Value | The following table presents changes in Level 3 liabilities measured at fair value for the year ended September 30, 2021. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs (in thousands). Schedule of Level 3 Liabilities Measured at Fair Value Embedded Warrant Liability Derivative Liability Total Balance – September 30, 2019 $ 283 $ 158 $ 441 Warrants granted for stock-based compensation 105 - 105 Warrants granted with promissory notes 162 - 162 Warrants issued pursuant to acquisition (see Note 9) 772 - 772 Issuance of convertible notes - 244 244 Change in fair value (1,065 ) 190 (875 ) Balance – September 30, 2020 $ 257 $ 592 $ 849 Warrants granted for stock-based compensation 59 - 59 Warrants granted with promissory notes - - - Warrants issued pursuant to acquisition (see Note 9) 9,000 - 9,000 Issuance of convertible notes (66 ) (15 ) (81 ) Change in fair value (2,401 ) (577 ) (2,978 ) Cancellation of warrants pursuant to settlement agreement (4,572 ) - (4,572 ) Balance - September 30, 2021 $ 2,277 $ - $ 2,277 |
Summary of Weighted Average Significant Unobservable Inputs | A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities and embedded conversion feature that are categorized within Level 3 of the fair value hierarchy as of September 30, 2021, and 2020 is as follows: Summary of Weighted Average Significant Unobservable Inputs Warrant Liability As of September 30, 2021 2020 Strike price $ 0.48 $ 0.36 2.96 Contractual term (years) 2.57 1 3 Volatility (annual) 74 % 100 % Risk-free rate 1.0 % 0.28 % Dividend yield (per share) 0 % 0 % Embedded Derivative Liability As of September 30, 2021 2020 Strike price $ 0.90 $ 1.12 Contractual term (years) 0.8 1.5 Volatility (annual) 55 % 101 % Risk-free rate 0.08 % 0.25 % Dividend yield (per share) 0.00 % 0.00 % Credit spread 14 16 11.21 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expenses (Benefit) | The income tax expense (benefit) consisted of the following for the fiscal year ended September 30, 2021 and 2020: Schedule of Income Tax Expenses (Benefit) September 30, September 30, 2021 2020 Total current $ - $ - Total deferred - - Income tax expense (benefit) $ - $ - |
Schedule of Reconciliation of Statutory Federal Income Tax Provision to Actual Income Tax Benefit | The following is a reconciliation of the expected statutory federal income tax provision to the actual income tax benefit for the fiscal year ended September 30, 2021 and 2020: Schedule of Reconciliation of Statutory Federal Income Tax Provision to Actual Income Tax Benefit September 30, September 30, 2021 2020 Federal statutory rate $ (16,152) $ (2,873 ) Permanent timing differences 12,165 567 Change in valuation allowance 3,987 2,306 $ - $ - |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities were as follows for the fiscal year ended September 30, 2021 and 2020: Schedule of Deferred Tax Assets and Liabilities September 30, September 30, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 8,454 $ 6,397 Equity based compensation 3,192 3,173 Impairment of loan receivable - 75 Impairment of investments and other property 2,362 2,531 Total deferred tax assets 14,008 12,176 Deferred tax liabilities - - Depreciation 49 359 Deferred revenue - 1,845 Total deferred tax liabilities 49 2,204 Net deferred tax assets 13,959 9,972 Less valuation allowance (13,959 ) (9,972 ) Net deferred tax assets (liabilities) $ - $ - |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Compensation Related Costs [Abstract] | |
Schedule of Fair Value of Options Granted | The fair value of options granted during the years ended September 30, 2021, and 2020 were estimated using the following weighted-average assumptions: Schedule of Fair Value of Options Granted Options: For the Years Ended September 30, 2021 2020 Exercise price $ 0.28 $ 0.97 Expected term (years) 4.39 2.78 Expected stock price volatility 74 % 95.7 188.6 Risk-free rate of interest 0.98 % 0.2 % Expected dividend rate 0 % 0 % |
Summary of Stock Option Activity | A summary of option activity under the Company’s stock option plan for the year ended September 30, 2021 is presented below: Summary of Stock Option Activity Number of Shares Weighted Average Total Weighted Average Remaining Outstanding as of October 1, 2019 3,210,416 $ 2.45 $ - 2.1 Granted 2,362,500 0.33 - 2.89 Outstanding as of September 30, 2020 5,572,916 $ 1.77 $ - 2.21 Granted 1,125,000 0.28 54 4.39 Outstanding as of September 30, 2021 6,697,916 $ 1.07 $ 54 2.09 Options vested and exercisable 4,425,416 $ 1.18 $ - 1.68 |
Schedule of Employee Restricted Stock activity | A summary of employee restricted stock activity for years ended September 30, 2021 and 2020 are presented below: Schedule of Employee Restricted Stock activity Number of Shares Weighted Average Exercise Price Outstanding as of October 1, 2019 2,248,811 1.65 Granted 222,506 1.64 Outstanding as of September 30, 2020 2,471,317 1.57 Granted 3,914,509 0.96 Outstanding as of September 30, 2021 6,385,826 $ 0.93 |
Schedule of Non Employee Restricted Stock Activity | A summary of non-employee restricted stock activity under the Company’s for years ended September 30, 2021 and 2020 are presented below: Schedule of Non Employee Restricted Stock Activity Number of Shares Weighted Average Exercise Price Outstanding as of September 30, 2019 2,446,262 1.73 Granted 1,412,916 1.72 Outstanding as of September 30, 2020 3,859,178 1.72 Granted 5,058,370 0.58 Outstanding as of September 30, 2021 8,917,548 $ 0.99 |
Schedule of Warrants Outstanding | A summary of the status of the Company’s outstanding warrants as of September 30, 2021 and 2020 and changes during the year then ended are presented below: Schedule of Warrants Outstanding Number of Warrants Weighted Average Exercise Price Remaining Contractual Term Outstanding as of September 30, 2019 2,241,920 $ 2.92 1.6 Warrants granted – equity 200,000 0.45 7 Warrants granted – liability 2,672,813 1.14 1.2 Outstanding as of September 30, 2020 5,114,733 2.13 1 Warrants granted – equity 32,666,266 0.53 2.00 Warrants expired – equity (114,300 ) 2.50 - Warrants granted – liability 30,299,134 0.45 3.04 Warrants expired – liability (5,000,000 ) 0.20 1.51 Outstanding as of September 30, 2021 62,965,833 0.47 1.23 |
Schedule of Stock-based Compensation Expenses | Stock-based compensation expense for the years ended September 30, 2021, and 2020 was comprised of the following (in thousands): Schedule of Stock-based Compensation Expenses 2021 2020 Years Ended September 30, 2021 2020 Restricted stock awards $ 1,935 $ 1,092 Stock options 279 981 Warrants 59 - Accrued stock compensation - 370 Total stock-based compensation $ 2,273 $ 2,443 |
Incorporation and Operations _2
Incorporation and Operations and Going Concern (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | May 31, 2021 | Sep. 30, 2020 |
Common stock, shares authorized | 750,000,000 | 750,000,000 | ||
Cash and Cash Equivalents, at Carrying Value | $ 5,570 | $ 2,129 | ||
Working capital | 3,000 | |||
Retained Earnings (Accumulated Deficit) | $ 115,750 | $ 51,386 | ||
Common Stock [Member] | ||||
Common stock, shares authorized | 750,000,000 | 300,000,000 |
Schedule of Estimated Useful Li
Schedule of Estimated Useful Life of Assets (Details) | 12 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful life, description | Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. |
Buildings [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful life | 20 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful life, description | Shorter of term of lease or economic life of improvement |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful life | 5 years |
Signage [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful life | 5 years |
Software And Related [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful life | 5 years |
Schedule of Lease Costs (Detail
Schedule of Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Accounting Policies [Abstract] | ||
Operating lease expense | $ 839 | $ 927 |
Total lease costs | $ 839 |
Schedule of ROU Lease Assets an
Schedule of ROU Lease Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
Accounting Policies [Abstract] | ||
Total assets | $ 4,562 | |
Operating lease liabilities – short term | 685 | |
Operating lease liabilities – long term | 3,963 | |
Total lease liability | $ 4,648 |
Schedule of Lease Terms and Dis
Schedule of Lease Terms and Discount Rate (Details) | Sep. 30, 2021 |
Accounting Policies [Abstract] | |
Weighted average remaining lease term (in years) - operating lease | 9 years |
Weighted average discount rate - operating lease | 12.18% |
Schedule of Cash Flow Related t
Schedule of Cash Flow Related to Lease (Details) $ in Thousands | 12 Months Ended |
Sep. 30, 2021USD ($) | |
Accounting Policies [Abstract] | |
ROU amortization | $ 839 |
Cash paydowns of operating liability | (839) |
ROU asset | 4,562 |
Lease Liability | $ 4,648 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Accounting Policies [Abstract] | |
2022 | $ 1,228 |
2023 | 1,088 |
2024 | 797 |
2025 | 687 |
2026 | 653 |
Thereafter | 4,676 |
Total future minimum lease payments | 9,129 |
Less: Lease imputed interest | (4,481) |
Total | $ 4,648 |
Schedule of Disaggregation of R
Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Total revenue | $ 41,784 | $ 16,371 |
Discounts and returns | (6,015) | (2,397) |
Net Revenue | 35,769 | 13,974 |
Wholesale [Member] | ||
Total revenue | 5,270 | 3,832 |
Retail [Member] | ||
Total revenue | 35,805 | 12,389 |
Rental [Member] | ||
Total revenue | 17 | 35 |
Other [Member] | ||
Total revenue | $ 692 | $ 115 |
Schedule of Computation of Dilu
Schedule of Computation of Diluted Loss (Details) - shares shares in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities excluded from computation of earnings per share, amount | 73,802,591 | 18,860,521 |
Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities excluded from computation of earnings per share, amount | 3,696,311 | 5,763,210 |
Options to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities excluded from computation of earnings per share, amount | 7,140,447 | 5,572,916 |
Unvested Restricted Stock Awards [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities excluded from computation of earnings per share, amount | 2,471,317 | |
Warrants to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities excluded from computation of earnings per share, amount | 62,965,833 | 5,053,078 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Stock issued during the period | 12,500,000 | |||
Accounts receivable, reserve for doubtful accounts | $ 79,000 | $ 35,000 | ||
Property and equipment, useful life | Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. | |||
Asset impairment charges | $ 52,500,000 | 0 | ||
Equity method investment, ownership percentage | 5.00% | 13.00% | ||
Gain from equity method investees | $ 234,000 | 253,000 | ||
Goodwill and Intangible Asset Impairment | $ 52,500,000 | 0 | ||
Corporate income tax rate | 21.00% | |||
Lease cost | $ 839,000 | 927,000 | ||
Sublease | 17,000 | 35,000 | ||
Advertising expense | 1,000 | 66,000 | ||
Operating Lease, Liability | 4,648,000 | |||
Operating Lease, Right-of-Use Asset | 4,562,000 | |||
Accounting Standards Update 2016-02 [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Operating Lease, Liability | 4,600,000 | |||
Operating Lease, Right-of-Use Asset | $ 4,600,000 | |||
Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Remaining lease terms | 23 months | |||
Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Remaining lease terms | 180 months | |||
Community Growth Partners Holdings, Inc., [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Equity method investment, ownership percentage | 7.00% | 6.00% | ||
Gain from equity method investees | $ 233,000 | |||
Tilstar Medical, LLC [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Gain from equity method investees | $ 1,000 | $ 13,000 | ||
East Coast Packers LLC [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Gain from equity method investees | $ 240,000 |
Schedule of Property, Plant and
Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 18,280 | $ 20,511 |
Accumulated depreciation | (5,670) | (4,157) |
Property and equipment, net | 12,610 | 16,354 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,451 | 1,451 |
Automobiles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 113 | 61 |
Signage [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 19 | 19 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,038 | 2,485 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,474 | 3,455 |
Building and Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 10,126 | 12,981 |
Computer Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 59 | $ 59 |
Property, Plant & Equipment (De
Property, Plant & Equipment (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1,930 | $ 1,650 |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 866 | $ 222 |
Work-in-progress | 543 | 484 |
Finished goods | 2,100 | 1,089 |
Total Inventory | $ 3,509 | $ 1,795 |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
Inventory Disclosure [Abstract] | ||
Inventory reserve | $ 0 | $ 0 |
Schedule of Prepaid Expenses an
Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
Prepaid Expenses And Other Current Assets | ||
Prepaid expenses | $ 800 | $ 249 |
ERTC credits | 1,257 | |
Deposits and other current assets | 1,017 | 203 |
Total prepaid expenses and other current assets | $ 3,074 | $ 452 |
Prepaid expenses and other cu_3
Prepaid expenses and other current assets (Details Narrative) $ in Millions | 12 Months Ended |
Sep. 30, 2021USD ($) | |
Prepaid Expenses And Other Current Assets | |
Employee retention tax credit | $ 5.1 |
Employee retention tax credit receivable | $ 1.3 |
Equity method investments (Deta
Equity method investments (Details Narrative) - USD ($) | Jan. 06, 2020 | Apr. 30, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2021 | Sep. 30, 2019 |
Gain (Loss) on Investments | $ 1,000 | $ 14,000 | ||||
Equity leaving percentage | 5.00% | 13.00% | ||||
Tilstar Medical, LLC [Member] | ||||||
Debt instrument conversion terms | 48.00% | |||||
Community Growth Partners Holdings, Inc., [Member] | ||||||
Debt instrument conversion terms | 7.00% | 6.00% | ||||
SOK Management, LLC [Member] | ||||||
Other investment income | $ 200,000 | |||||
Tilstar Medical, LLC [Member] | ||||||
Payments to Acquire Businesses, Gross | $ 550,000 | |||||
Decommissioning Fund Investments | $ 550,000 | |||||
Percentage of net assets | $ 0.29 | $ 0.29 | ||||
Community Growth Partners Holdings, Inc., [Member] | ||||||
Debt instrument conversion terms | the Company issued a convertible promissory note to Community Growth Partners Holdings, Inc., (“CGS”) which will act as a line of credit. Subject to the terms and conditions of the note, CGS promises to pay the Company all of the outstanding principal together with interest on the unpaid principal balance upon the date that is twelve months after the effective date and shall be payable as follows: (a)The Company agrees to make several loans to CGS from time to time upon request of CGS in amounts not to exceed the principal sum of $2,000,000, (b) Payment of principal and interest shall be immediately available funds, (c) This note may be prepaid in whole or in part at any time without premium or penalty. Any partial prepayment shall be applied against the principal amount outstanding, (d) The unpaid principal amount outstanding under this note shall bear interest commencing upon the first advance at the rate of 10% per annum through the maturity date, calculated on the basis of a 365-day, until the entire indebtedness is fully paid, (e) Upon the closing of a $2,000,000 financing by the Company, all of the principal and interest shall automatically convert into equity shares of CGS at the price obtained by the qualified financing. As of September 30, 2020, a portion of the note was converted into 7% equity. In March 2021, the balance of a note receivable was converted into an additional 6% equity leaving an equity investment of 13%. | |||||
Loans receivable | $ 2,000,000 | |||||
Equity leaving percentage | 7.00% | 6.00% |
Note Receivable (Details Narrat
Note Receivable (Details Narrative) - USD ($) | Apr. 05, 2021 | Mar. 31, 2021 | Jan. 06, 2020 | Sep. 30, 2020 | Aug. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Jan. 06, 2021 | Oct. 02, 2020 | Jan. 04, 2020 | Nov. 30, 2017 |
Debt Conversion, Converted Instrument, Shares Issued | 480,182 | ||||||||||
Ownership percentage | 13.00% | 5.00% | |||||||||
Debt Conversion, Converted Instrument, Amount | $ 30,000 | ||||||||||
Convertible Revolving Credit Promissory Note [Member] | |||||||||||
Debt instrument face amount | $ 419,518 | $ 0 | |||||||||
Debt Instrument, Payment Terms | four-year term to CGS. Subject to the terms and conditions of the note | ||||||||||
Debt Instrument, Periodic Payment | $ 899,700 | ||||||||||
Convertible Revolving Credit Promissory Note [Member] | Maximum [Member] | |||||||||||
Debt instrument face amount | $ 2,500,000 | ||||||||||
Promissory Note [Member] | |||||||||||
Notes payable | 14,382 | 7,990 | $ 14,382 | ||||||||
Debt instrument face amount | 14,950 | 14,950 | $ 21,749 | ||||||||
Debt Instrument, Payment Terms | eighteen-month term with a maturity date of March 1, 2022 | ||||||||||
Non interest bearing | 799 | ||||||||||
Debt instrument interest rate stated percentage | 18.00% | ||||||||||
Convertible Promissory Note [Member] | |||||||||||
Debt instrument face amount | $ 250,000 | ||||||||||
Bad debt expense | 257,010 | ||||||||||
Debt Instrument, Maturity Date, Description | The Note has a maturity date which is six months after the close of the Arkannabis, a Colorado grow facility. | ||||||||||
Debt instrument interest rate stated percentage | 5.75% | ||||||||||
Debt Instrument, Description | The terms of the note call for automatic conversion upon the closing of the Arkannabis business of the outstanding principal and interest on this Note and will convert into that number of shares of the equity securities equivalent to a non-dilutive 12.5% of the issued and outstanding shares of the Arkannabis business. | ||||||||||
Community Growth Partners Holdings, Inc., [Member] | |||||||||||
Notes payable | $ 355,000 | ||||||||||
Debt instrument face amount | $ 355,000 | 422,204 | |||||||||
Ownership percentage | 6.00% | 7.00% | |||||||||
Bushman Holdings, Inc., [Member] | |||||||||||
Notes payable | $ 210,000 | $ 100,000 | |||||||||
Bad debt expense | $ 310,000 |
Consolidated Asset Acquisitio_2
Consolidated Asset Acquisitions (Details Narrative) - USD ($) | Jan. 05, 2021 | Jan. 04, 2021 | Mar. 29, 2019 | Feb. 28, 2019 | Apr. 30, 2018 | Dec. 31, 2020 | May 31, 2020 | Sep. 30, 2018 | Apr. 30, 2018 | Jun. 30, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | Apr. 13, 2021 | Mar. 31, 2021 | Aug. 31, 2019 |
Business Acquisition [Line Items] | ||||||||||||||||
Proceeds from mortgage property | $ 2,219,000 | |||||||||||||||
Shares issued for acquisition, shares | 101,968,944 | |||||||||||||||
Ownership percentage | 5.00% | 13.00% | ||||||||||||||
Stock Issued During Period, Value, Acquisitions | $ 37,287,000 | |||||||||||||||
Cash Acquired from Acquisition | $ 81,000 | |||||||||||||||
Investments | 1,715,000 | |||||||||||||||
Definitive Agreement [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Ownership percentage | 51.00% | |||||||||||||||
YMY Ventures LLC [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Purchase price of business | $ 750,000 | |||||||||||||||
Shares issued escrow amount | $ 375,000 | $ 375,000 | $ 67,500 | |||||||||||||
Balance amount of additional funds | 307,500 | |||||||||||||||
Payments for tenant improvements cost | $ 650,000 | |||||||||||||||
YMY Ventures LLC [Member] | First Due [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Purchase price of business | 375,000 | |||||||||||||||
YMY Ventures LLC [Member] | Final Due [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Purchase price of business | $ 375,000 | |||||||||||||||
YMY Ventures LLC [Member] | Escrow [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Payments to acquire license | $ 690,238 | |||||||||||||||
NVD RE Corp [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Purchase price of business | $ 600,000 | |||||||||||||||
Payments for tenant improvements cost | $ 675,000 | 675,000 | ||||||||||||||
Payments to acquire equity investment | 1,275,000 | |||||||||||||||
Cash | $ 600,000 | |||||||||||||||
Additional invested capital over original obligation | $ 377,000 | $ 377,000 | ||||||||||||||
Proceeds from mortgage property | $ 400,000 | $ 300,000 | ||||||||||||||
Shares issued for acquisition, shares | 386,035 | |||||||||||||||
Share price per share | $ 0.001 | |||||||||||||||
Investment percentage | 63.75% | |||||||||||||||
Western Coast Ventures (WCV) [Member] | Definitive Agreement [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Shares issued for acquisition, shares | 2,500,000 | |||||||||||||||
Share price per share | $ 1.47 | |||||||||||||||
Banking Regulation, Total Risk-Based Capital, Excess, Actual | $ 2,000,000 | |||||||||||||||
Stock Issued During Period, Value, Acquisitions | 4,400,000 | |||||||||||||||
Cash Acquired from Acquisition | 2,000,000 | |||||||||||||||
Asset Impairment Charges | $ 2,200,000 | |||||||||||||||
ILCA Holdings Inc [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Investments | $ 2,400,000 | |||||||||||||||
Michigan RE1 [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Purchase price of business | $ 400,000 | |||||||||||||||
Shares issued for acquisition, shares | 510 | |||||||||||||||
Business Combination, Bargain Purchase, Gain Recognized, Amount | $ 250,000 | $ 510 | ||||||||||||||
[custom:NonrefundableDeposits] | $ 250,000 | |||||||||||||||
Michigan RE1 [Member] | Promissory Note [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Shares issued for acquisition, shares | 300,000 | |||||||||||||||
Business Combination, Bargain Purchase, Gain Recognized, Amount | $ 150,000 | |||||||||||||||
Business Combination, Consideration Transferred | $ 150,000 | |||||||||||||||
Michigan RE1 Inc [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Ownership percentage | 51.00% | |||||||||||||||
Kaya Holdings Corp [Member] | Subscription Agreement [Member] | Common Class B [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Total shares purchased | 2,875,000 | |||||||||||||||
Total investment amount | $ 230,000 | |||||||||||||||
Kaya Holdings Corp [Member] | Subscription Agreement [Member] | Common Class B [Member] | Founder [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Total shares purchased | 500,000 | |||||||||||||||
Kaya Holdings Corp [Member] | Subscription Agreement [Member] | Class B [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Total shares purchased | 3,375,000 | |||||||||||||||
YMY Ventures LLC [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Acquisition, percentage | 50.00% | |||||||||||||||
NVD RE Corp [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Acquisition, percentage | 37.50% | 26.25% | 37.50% |
Schedule of Non-Controlling Int
Schedule of Non-Controlling Interests in Consolidated Entities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
NCI Equity Share | $ 1,882 | $ 2,332 |
Net Loss Attributable to NCI | (242) | (492) |
NCI in Consolidated Entities | 1,640 | 1,840 |
NVD RE Corp [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
NCI Equity Share | 587 | 597 |
Net Loss Attributable to NCI | (34) | (48) |
NCI in Consolidated Entities | $ 553 | $ 549 |
Non-Controlling Ownership, percentage | 36.20% | 50.00% |
Western Coast Ventures (WCV) [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
NCI Equity Share | $ 1,052 | $ 1,288 |
Net Loss Attributable to NCI | (210) | (240) |
NCI in Consolidated Entities | $ 842 | $ 1,048 |
Non-Controlling Ownership, percentage | 49.00% | 49.00% |
YMY Ventures, Inc [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
NCI Equity Share | $ 243 | $ 447 |
Net Loss Attributable to NCI | 56 | (204) |
NCI in Consolidated Entities | $ 299 | $ 243 |
Non-Controlling Ownership, percentage | 50.00% | 50.00% |
Michigan RE1 Inc [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
NCI Equity Share | ||
Net Loss Attributable to NCI | (54) | |
NCI in Consolidated Entities | $ (54) | |
Non-Controlling Ownership, percentage | 49.00% |
Schedule of Liabilities Measure
Schedule of Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Business Acquisition [Line Items] | ||
Balance of derivative liability | $ 849 | $ 441 |
Proceeds from Convertible Debt | (81) | 244 |
Change in fair value | (2,401) | (1,065) |
Balance of derivative liability | 2,277 | 849 |
Seven Leaf Ventures Corp [Member] | Warrant Liability [Member] | ||
Business Acquisition [Line Items] | ||
Balance of derivative liability | 60 | |
Proceeds from Convertible Debt | ||
Change in fair value | (60) | |
Balance of derivative liability | 60 | |
Seven Leaf Ventures Corp [Member] | Derivative Liability [Member] | ||
Business Acquisition [Line Items] | ||
Balance of derivative liability | 54 | |
Proceeds from Convertible Debt | ||
Change in fair value | (54) | |
Balance of derivative liability | 54 | |
Driven Deliveries Inc [Member] | Warrant Liability [Member] | ||
Business Acquisition [Line Items] | ||
Balance of derivative liability | ||
Warrants acquired | 9,000 | |
Warrants converted into equity | (4,589) | |
Change in fair value | (2,415) | |
Balance of derivative liability | 1,996 | |
Driven Deliveries Inc [Member] | Derivative Liability [Member] | ||
Business Acquisition [Line Items] | ||
Balance of derivative liability | ||
Warrants acquired | ||
Warrants converted into equity | ||
Change in fair value | ||
Balance of derivative liability |
Schedule of Purchase Considerat
Schedule of Purchase Consideration to Fair value of assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 29, 2020 | Mar. 06, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 7,429 | $ 7,221 | ||
Seven Leaf Ventures Corp [Member] | ||||
Business Acquisition [Line Items] | ||||
Estimated fair value of common stock issued | $ 9,552 | |||
Estimated fair value of warrants issued | 772 | |||
Estimated fair value of debt issued | 2,540 | |||
Estimated fair value of embedded and bifurcated derivatives | 244 | |||
Forgiveness of working capital advance | (150) | |||
Total consideration paid | 12,958 | |||
Cash and cash equivalents | 81 | |||
Fixed assets | 54 | |||
Inventory | 133 | |||
Goodwill | 6,151 | |||
Intangible assets | 7,684 | |||
Total assets acquired | 14,103 | |||
Accrued expenses and other current liabilities | 1,145 | |||
Total liabilities assumed | 1,145 | |||
Net assets acquired | $ 12,958 | |||
Driven Deliveries Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Estimated fair value of common stock issued | $ 40,048 | |||
Estimated fair value of warrants issued | 9,000 | |||
[custom:BusinessCombinationConsiderationTransferredEstimatedFairValueOfOptionsIssued] | 500 | |||
[custom:BusinessCombinationConsiderationTransferredEstimatedFairValueOfDebtAssumed] | 4,389 | |||
Total consideration paid | 53,937 | |||
Cash and cash equivalents | ||||
Fixed assets | 47 | |||
Other Assets | 1,526 | |||
Goodwill | 11,740 | |||
Intangible assets | 47,900 | |||
Total assets acquired | 61,213 | |||
Accrued expenses and other current liabilities | (7,276) | |||
Total liabilities assumed | 7,276 | |||
Net assets acquired | $ 53,937 |
Schedule of Purchasre Considera
Schedule of Purchasre Consideration to Fair value of assets Aquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 17, 2021 | Dec. 29, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 7,429 | $ 7,221 | ||
Driven Deliveries Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Stock Consideration | $ 40,048 | |||
Estimated fair value of warrants issued | 9,000 | |||
Estimated fair value of options issued | 500 | |||
Estimated fair value of debt assumed | 4,389 | |||
Total Purchase Consideration | 53,937 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | ||||
Fixed assets | 47 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 1,526 | |||
Goodwill | 11,740 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 47,900 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 61,213 | |||
[custom:BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentLiabilitiesAccountsPayableAndAccruedExpenses-0] | (7,276) | |||
Total liabilities assumed | (7,276) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 53,937 | |||
Marijuana Business [Member] | ||||
Business Acquisition [Line Items] | ||||
Stock Consideration | $ 2,381 | |||
Total Purchase Consideration | 2,381 | |||
Fixed assets | 14 | |||
Goodwill | 207 | |||
Working Capital | 189 | |||
Customer Relationships | 3 | |||
License | 1,762 | |||
Tradename | $ 206 |
Schedule Of Acquisitions Occurr
Schedule Of Acquisitions Occurred (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||
Revenue | $ 43,821 | $ 30,640 |
Net loss | $ (75,427) | $ (41,535) |
Business Combination (Details N
Business Combination (Details Narrative) | Sep. 17, 2021USD ($)$ / sharesshares | Dec. 29, 2020USD ($)$ / sharesshares | Dec. 29, 2020$ / sharesshares | Mar. 06, 2020shares | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($)shares | Dec. 17, 2021USD ($) | Sep. 30, 2021CAD ($)$ / sharesshares | Jun. 30, 2021$ / sharesshares | Oct. 10, 2020$ / shares | Sep. 30, 2020CAD ($)$ / sharesshares | Sep. 30, 2019shares |
Business Acquisition [Line Items] | ||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 41,000 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares | 6,697,916 | 5,572,916 | 6,697,916 | 5,572,916 | 3,210,416 | |||||||
Goodwill, acquired during period | $ 207,000 | $ 11,740,000 | ||||||||||
Impairment expense | $ 51,598,000 | |||||||||||
Investments | 1,715,000 | |||||||||||
Fixed and intangible assets | shares | 8,209,178 | |||||||||||
Fixed and intangible assets, value | $ 2,380,661 | |||||||||||
Fixed and intangible assets, per shares | $ / shares | $ 0.29 | |||||||||||
Revenue | 43,821,000 | $ 30,640,000 | ||||||||||
Net income (losses) | (75,427,000) | $ (41,535,000) | ||||||||||
Seven Leaf Ventures Corp [Member] | Asset Purchase Agreement [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Stock Issued During Period, Value, Issued for Services | 1,220,000 | |||||||||||
Seven Leaf Ventures Corp [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Percentage of voting interest acquired | 100.00% | |||||||||||
Number of shares issued for purchase price | shares | 12,085,770 | |||||||||||
Note payable, interest rate | 10.00% | 10.00% | 10.00% | |||||||||
Business acquisition, planned restructuring activities, description | the Company assumed the obligations of 7LV with respect to the common share purchase warrants of 7LV outstanding on the closing of the acquisition, subject to appropriate adjustments to reflect the exchange ratio. Accordingly, the Company has assumed 1,022,915 common share purchase warrants (the “Warrants”), exercisable into shares at an exercise price of C$2.08 per share at any time prior to May 3, 2021, 299,975 Warrants, exercisable into shares at an exercise price of C$4.17 per share at any time prior to June 30, 2021 and 999,923 Warrants, exercisable into shares at an exercise price of C$0.50 at any time prior to October 10, 2020. All of these aforementioned warrants have expired. Following the completion of the acquisition, 7LV is now a wholly owned subsidiary of the Company | |||||||||||
Seven Leaf Ventures Corp [Member] | Asset Purchase Agreement [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Goodwill not be deductible for income tax purposes | 6,200,000 | |||||||||||
Seven Leaf Ventures Corp [Member] | Unsecured Convertible Debentures [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Unsecured convertible debentures | $ 2,540 | $ 2,540,000 | $ 3,410 | $ 3,410,000 | ||||||||
Debt instrument, conversion price | $ / shares | $ 1.67 | $ 1.67 | ||||||||||
Number of warrants to purchase shares | shares | 1,022,915 | 1,022,915 | ||||||||||
Warrants exercise price | $ / shares | $ 2.08 | |||||||||||
Seven Leaf Ventures Corp [Member] | Unsecured Convertible Debentures One [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of warrants to purchase shares | shares | 299,975 | 299,975 | ||||||||||
Warrants exercise price | $ / shares | $ 4.17 | |||||||||||
Seven Leaf Ventures Corp [Member] | Unsecured Convertible Debentures Two [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of warrants to purchase shares | shares | 999,923 | |||||||||||
Warrants exercise price | $ / shares | $ 0.50 | |||||||||||
Driven Deliveries Inc [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Percentage of voting interest acquired | 100.00% | 100.00% | ||||||||||
Number of shares issued for purchase price | shares | 101,968,944 | |||||||||||
Number of warrants to purchase shares | shares | 30,249,184 | 30,249,184 | ||||||||||
Warrants exercise price | $ / shares | $ 0.45 | $ 0.45 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares | 4,530,495 | 4,530,495 | ||||||||||
Impairment expense | $ 52,500,000 | |||||||||||
Accelerated Share Repurchases, Settlement (Payment) or Receipt | $ 11,500,000 | |||||||||||
Common Stock Held by Subsidiary | 7,100,000 | |||||||||||
Accounts Payable | $ 210,753 | |||||||||||
Revenue | 14,832 | |||||||||||
Net income (losses) | (54,096) | |||||||||||
Foothill Seven L V [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Revenue | 5,766 | 3,921 | ||||||||||
Net income (losses) | 934 | $ 137 | ||||||||||
Artifacts [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Revenue | 26 | |||||||||||
Net income (losses) | $ (20) |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) $ in Thousands | 12 Months Ended |
Sep. 30, 2021USD ($) | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Net, Beginning Balance | $ 13,269 |
Finite-Lived Intangible Assets, Net, Ending Balance | $ 18,465 |
Minimum [Member] | Driven Deliveries Inc [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Estimated Useful Life | 10 years |
Maximum [Member] | Driven Deliveries Inc [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Estimated Useful Life | 15 years |
YMY Ventures LLC [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Estimated Useful Life | 15 years |
Finite-lived Intangible Assets Acquired | $ 50 |
Finite-lived Intangible Assets Acquired | $ (50) |
Western Coast Ventures (WCV) [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Estimated Useful Life | 15 years |
Finite-lived Intangible Assets Acquired | $ 3,630 |
Finite-lived Intangible Assets Acquired | (3,630) |
Yerba Buena, LLC [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | 172 |
Finite-lived Intangible Assets Acquired | $ (172) |
Yerba Buena, LLC [Member] | Minimum [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Estimated Useful Life | 3 years |
Yerba Buena, LLC [Member] | Maximum [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Estimated Useful Life | 15 years |
Foot Hills [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Estimated Useful Life | 15 years |
Finite-lived Intangible Assets Acquired | $ 523 |
Finite-lived Intangible Assets Acquired | (523) |
Driven Deliveries Inc [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | 7,611 |
Finite-lived Intangible Assets Acquired | (7,611) |
JV Retail Three [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | 516 |
Finite-lived Intangible Assets Acquired | $ (516) |
JV Retail Three [Member] | Minimum [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Estimated Useful Life | 3 years |
JV Retail Three [Member] | Maximum [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Estimated Useful Life | 15 years |
JV Retail Four [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 481 |
Finite-lived Intangible Assets Acquired | $ (481) |
JV Retail Four [Member] | Minimum [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Estimated Useful Life | 3 years |
JV Retail Four [Member] | Maximum [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Estimated Useful Life | 15 years |
JV Extraction [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 957 |
Finite-lived Intangible Assets Acquired | $ (957) |
JV Extraction [Member] | Minimum [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Estimated Useful Life | 10 years |
JV Extraction [Member] | Maximum [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Estimated Useful Life | 15 years |
Other [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Estimated Useful Life | 5 years |
Finite-lived Intangible Assets Acquired | $ 5 |
Finite-lived Intangible Assets Acquired | (5) |
Cannabis Licenses [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Gross | 12,679 |
Finite-Lived Intangible Assets, Gross | 20,092 |
Cannabis Licenses [Member] | YMY Ventures LLC [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | |
Finite-lived Intangible Assets Acquired | |
Cannabis Licenses [Member] | Western Coast Ventures (WCV) [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | 3,791 |
Finite-lived Intangible Assets Acquired | (3,791) |
Cannabis Licenses [Member] | Yerba Buena, LLC [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | |
Finite-lived Intangible Assets Acquired | |
Cannabis Licenses [Member] | Foot Hills [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | |
Finite-lived Intangible Assets Acquired | |
Cannabis Licenses [Member] | Driven Deliveries Inc [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | 9,315 |
Finite-lived Intangible Assets Acquired | (9,315) |
Cannabis Licenses [Member] | JV Retail Three [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | 478 |
Finite-lived Intangible Assets Acquired | (478) |
Cannabis Licenses [Member] | JV Retail Four [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | 445 |
Finite-lived Intangible Assets Acquired | (445) |
Cannabis Licenses [Member] | JV Extraction [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | 966 |
Finite-lived Intangible Assets Acquired | (966) |
Cannabis Licenses [Member] | Other [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | |
Finite-lived Intangible Assets Acquired | |
Trade Name [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Gross | 458 |
Finite-Lived Intangible Assets, Gross | 951 |
Trade Name [Member] | YMY Ventures LLC [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | |
Finite-lived Intangible Assets Acquired | |
Trade Name [Member] | Western Coast Ventures (WCV) [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | |
Finite-lived Intangible Assets Acquired | |
Trade Name [Member] | Yerba Buena, LLC [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | |
Finite-lived Intangible Assets Acquired | |
Trade Name [Member] | Foot Hills [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | |
Finite-lived Intangible Assets Acquired | |
Trade Name [Member] | Driven Deliveries Inc [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | 415 |
Finite-lived Intangible Assets Acquired | (415) |
Trade Name [Member] | JV Retail Three [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | 40 |
Finite-lived Intangible Assets Acquired | (40) |
Trade Name [Member] | JV Retail Four [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | 38 |
Finite-lived Intangible Assets Acquired | (38) |
Trade Name [Member] | JV Extraction [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | |
Finite-lived Intangible Assets Acquired | |
Trade Name [Member] | Other [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | |
Finite-lived Intangible Assets Acquired | |
Customer Relationship [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Gross | 643 |
Finite-Lived Intangible Assets, Gross | 645 |
Customer Relationship [Member] | YMY Ventures LLC [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | |
Finite-lived Intangible Assets Acquired | |
Customer Relationship [Member] | Western Coast Ventures (WCV) [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | |
Finite-lived Intangible Assets Acquired | |
Customer Relationship [Member] | Yerba Buena, LLC [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | |
Finite-lived Intangible Assets Acquired | |
Customer Relationship [Member] | Driven Deliveries Inc [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | |
Finite-lived Intangible Assets Acquired | |
Customer Relationship [Member] | JV Retail Three [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | 1 |
Finite-lived Intangible Assets Acquired | (1) |
Customer Relationship [Member] | JV Retail Four [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | 1 |
Finite-lived Intangible Assets Acquired | (1) |
Customer Relationship [Member] | JV Extraction [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | |
Finite-lived Intangible Assets Acquired | |
Customer Relationship [Member] | Other [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | |
Finite-lived Intangible Assets Acquired | |
Non-Compete [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Gross | 220 |
Finite-Lived Intangible Assets, Gross | 220 |
Non-Compete [Member] | YMY Ventures LLC [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | |
Finite-lived Intangible Assets Acquired | |
Non-Compete [Member] | Western Coast Ventures (WCV) [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | |
Finite-lived Intangible Assets Acquired | |
Non-Compete [Member] | Yerba Buena, LLC [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | |
Finite-lived Intangible Assets Acquired | |
Non-Compete [Member] | Foot Hills [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | |
Finite-lived Intangible Assets Acquired | |
Non-Compete [Member] | Driven Deliveries Inc [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | |
Finite-lived Intangible Assets Acquired | |
Non-Compete [Member] | JV Retail Three [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | |
Finite-lived Intangible Assets Acquired | |
Non-Compete [Member] | JV Retail Four [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | |
Finite-lived Intangible Assets Acquired | |
Non-Compete [Member] | JV Extraction [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | |
Finite-lived Intangible Assets Acquired | |
Non-Compete [Member] | Other [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | |
Finite-lived Intangible Assets Acquired | |
Technology [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Gross | |
Finite-Lived Intangible Assets, Gross | 418 |
Technology [Member] | YMY Ventures LLC [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | |
Finite-lived Intangible Assets Acquired | |
Technology [Member] | Western Coast Ventures (WCV) [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | |
Finite-lived Intangible Assets Acquired | |
Technology [Member] | Yerba Buena, LLC [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | |
Finite-lived Intangible Assets Acquired | |
Technology [Member] | Foot Hills [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | |
Finite-lived Intangible Assets Acquired | |
Technology [Member] | Driven Deliveries Inc [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | 413 |
Finite-lived Intangible Assets Acquired | (413) |
Technology [Member] | JV Retail Three [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | |
Finite-lived Intangible Assets Acquired | |
Technology [Member] | JV Retail Four [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | |
Finite-lived Intangible Assets Acquired | |
Technology [Member] | JV Extraction [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | |
Finite-lived Intangible Assets Acquired | |
Technology [Member] | Other [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | 5 |
Finite-lived Intangible Assets Acquired | (5) |
Accumulated Amortization [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Accumulated Amortization | (731) |
Finite-Lived Intangible Assets, Accumulated Amortization | (3,861) |
Accumulated Amortization [Member] | YMY Ventures LLC [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | 50 |
Finite-lived Intangible Assets Acquired | (50) |
Accumulated Amortization [Member] | Western Coast Ventures (WCV) [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | 161 |
Finite-lived Intangible Assets Acquired | (161) |
Accumulated Amortization [Member] | Yerba Buena, LLC [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | 172 |
Finite-lived Intangible Assets Acquired | (172) |
Accumulated Amortization [Member] | Foot Hills [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | 523 |
Finite-lived Intangible Assets Acquired | (523) |
Accumulated Amortization [Member] | Driven Deliveries Inc [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | 2,532 |
Finite-lived Intangible Assets Acquired | (2,532) |
Accumulated Amortization [Member] | JV Retail Three [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | 3 |
Finite-lived Intangible Assets Acquired | (3) |
Accumulated Amortization [Member] | JV Retail Four [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | 3 |
Finite-lived Intangible Assets Acquired | (3) |
Accumulated Amortization [Member] | JV Extraction [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | 9 |
Finite-lived Intangible Assets Acquired | (9) |
Accumulated Amortization [Member] | Other [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | |
Finite-lived Intangible Assets Acquired |
Schedule of Expected Amortizati
Schedule of Expected Amortization (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 1,579 | |
2023 | 1,579 | |
2024 | 1,579 | |
2025 | 1,579 | |
2026 | 1,579 | |
Thereafter | 1 | |
Intangible assets | $ 18,465 | $ 13,269 |
Intangible Assets, net (Details
Intangible Assets, net (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization | $ 3,460 | $ 731 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 3,331 | $ 1,784 |
Accrued credit cards | 25 | 41 |
Accrued interest | 87 | 134 |
Accrued payroll | 875 | 616 |
Accrued sales tax liability | 2,604 | |
Other | 1,592 | 408 |
Total Accounts Payable and Accrued Expenses | $ 8,514 | $ 2,983 |
Schedule of Short-term Notes an
Schedule of Short-term Notes and Advances (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
Debt Disclosure [Abstract] | ||
Equipment financing | $ 30 | $ 27 |
Insurance financing | 268 | 177 |
Mortgages payable | 923 | |
Promissory note | 359 | 2,298 |
Settlement payable | 92 | |
Due to related party | 1 | 200 |
Short-term notes and advances | 750 | 3,625 |
Acquisition notes payable | 409 | 665 |
Total notes payable and advances | 1,159 | 4,290 |
Long-term mortgages | 2,100 | 3,685 |
Total long-term debt | $ 2,100 | $ 3,685 |
Schedule of Maturities of Long
Schedule of Maturities of Long Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
Debt Disclosure [Abstract] | ||
2022 | $ 1,500 | |
2023 | 600 | |
2024 | ||
2025 | ||
2026 | ||
Thereafter | ||
Total long-term debt | $ 2,100 | $ 3,685 |
Notes Payable and Advances (Det
Notes Payable and Advances (Details Narrative) - USD ($) | Aug. 30, 2021 | Jul. 17, 2021 | Jul. 16, 2021 | May 31, 2021 | Apr. 17, 2021 | Apr. 10, 2021 | Mar. 31, 2021 | Feb. 24, 2021 | Feb. 17, 2021 | Feb. 09, 2021 | Dec. 04, 2020 | Nov. 07, 2020 | Sep. 30, 2020 | Jul. 31, 2020 | Jul. 16, 2020 | Jul. 01, 2020 | May 24, 2020 | Feb. 07, 2020 | Apr. 30, 2018 | Apr. 29, 2018 | Jan. 16, 2018 | Jul. 31, 2017 | Sep. 30, 2021 | Mar. 31, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | Nov. 30, 2020 | Sep. 30, 2020 | Aug. 31, 2020 | Jul. 31, 2020 | Mar. 31, 2020 | Jan. 31, 2020 | Sep. 30, 2019 | Apr. 30, 2019 | Sep. 30, 2018 | Jul. 31, 2018 | Apr. 30, 2018 | Nov. 30, 2017 | Jun. 30, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Apr. 30, 2021 | Dec. 29, 2020 | Oct. 02, 2020 | Jul. 15, 2020 | Jun. 25, 2020 | Jun. 03, 2020 | May 31, 2020 | May 01, 2020 |
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Payments to Acquire Property, Plant, and Equipment | $ 577,000 | $ 471,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Long-term Debt | $ 3,685,000 | $ 2,100,000 | $ 3,685,000 | 2,100,000 | 3,685,000 | |||||||||||||||||||||||||||||||||||||||||||||
Settlement payable | 92,000 | 92,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 30,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Notes Payable | 2,199,000 | 711,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 12,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
NVD RE Corp [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 13,750 | $ 4,667 | ||||||||||||||||||||||||||||||||||||||||||||||||
Notes payable | 300,000 | 300,000 | $ 300,000 | 300,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 37.50% | 37.50% | ||||||||||||||||||||||||||||||||||||||||||||||||
Due to Related Parties | $ 1,275,000 | $ 1,275,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Payments to Acquire Businesses, Gross | 600,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Payments for Tenant Improvements | $ 675,000 | $ 675,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Private Attorney General Act [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | 2,000,418 | 2,000,418 | ||||||||||||||||||||||||||||||||||||||||||||||||
Driven Deliveries Inc [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.45 | |||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 30,249,184 | |||||||||||||||||||||||||||||||||||||||||||||||||
Long-term Debt | 92,045 | 92,045 | ||||||||||||||||||||||||||||||||||||||||||||||||
Settlement payable | 250,451 | $ 250,451 | ||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction, Terms and Manner of Settlement | This settlement is payable in equal bi-monthly payments over a period of seventeen (17) Months (36 pay periods), beginning in February 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||
YMY Ventures LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Notes payable | $ 307,500 | |||||||||||||||||||||||||||||||||||||||||||||||||
Payments to Acquire Property, Plant, and Equipment | $ 800,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Description | the Company entered into an agreement to acquire 50% of the membership interest of YMY. The purchase price for the 50% interest was approximately $0.8 million. | |||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Notes Payable | $ 500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Paycheck Protection Program [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 220,564 | $ 220,564 | $ 140,407 | $ 62,500 | $ 245,400 | $ 266,820 | ||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jun. 3, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||
Officer [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Related Party Debt | $ 1,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
2017 Tractor [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Notes payable | 9,611 | 4,794 | 9,611 | 4,794 | 9,611 | |||||||||||||||||||||||||||||||||||||||||||||
Notes Payable One [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Notes payable | 3,097 | 0 | 3,097 | 0 | 3,097 | |||||||||||||||||||||||||||||||||||||||||||||
Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | 14,950 | 14,950 | 14,950 | $ 21,749 | 14,950 | 14,950 | ||||||||||||||||||||||||||||||||||||||||||||
Notes payable | 14,382 | 7,990 | 14,382 | 7,990 | 14,382 | $ 14,382 | ||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 18.00% | |||||||||||||||||||||||||||||||||||||||||||||||||
Servicing fee percentage | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||||||
Promissory Note [Member] | Yerba Buena Oregon L L C [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | 61,860 | $ 400,000 | 61,860 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date, Description | The note was issued on April 8, 2019, it is due on April 8, 2021. The note has a coupon interest rate of 8%. | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 295,859 | |||||||||||||||||||||||||||||||||||||||||||||||||
Promissory Note [Member] | Shareholders, Officers and Directors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 80,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Notes payable | $ 0 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 6.00% | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, term | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||
Promissory Note [Member] | Twelve Months [Member] | Yerba Buena Oregon L L C [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 2,667 | |||||||||||||||||||||||||||||||||||||||||||||||||
Promissory Note [Member] | Twelve Months One [Member] | Yerba Buena Oregon L L C [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 16,667 | |||||||||||||||||||||||||||||||||||||||||||||||||
Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | 27,880 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 642 | |||||||||||||||||||||||||||||||||||||||||||||||||
Notes payable | 25,108 | 25,108 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 13.29% | |||||||||||||||||||||||||||||||||||||||||||||||||
Short-Term Mortgages Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Notes payable | 922,500 | 922,500 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 2.00% | |||||||||||||||||||||||||||||||||||||||||||||||||
Payments to Acquire Productive Assets | $ 1,700,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Rental credit | 135,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Sale Leaseback Transaction, Monthly Rental Payments | 15,000 | $ 13,500 | ||||||||||||||||||||||||||||||||||||||||||||||||
Improvement of property amount | 9,500 | |||||||||||||||||||||||||||||||||||||||||||||||||
Payments to Acquire Property, Plant, and Equipment | 370,637 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt, Current | $ 1,200,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Interest and Debt Expense | 13,750 | |||||||||||||||||||||||||||||||||||||||||||||||||
Two Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.45 | $ 0.45 | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrant description | As of July 2020, in consideration of the warrants being amended to $0.45 per share with an extended the term from five to a ten-year term, the maturity date has been extended to December 13, 2020. In May 2020, the Company made a principal payment of $20,000. | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Annual Principal Payment | $ 20,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Two Promissory Note [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||
Two Promissory Note [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 10 years | 10 years | ||||||||||||||||||||||||||||||||||||||||||||||||
Two Promissory Note [Member] | Accredited Investors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 12.00% | |||||||||||||||||||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.85 | |||||||||||||||||||||||||||||||||||||||||||||||||
Two Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.45 | $ 0.45 | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrant description | As of July 2020, in consideration of the warrants being amended to $0.45 per share with an extended the term from five to a ten-year term, the maturity date has been extended to December 13, 2020. As of September 30, 2020, the obligation outstanding is $500,000 and $440,403, net of debt discount of $59,597. As of September 30, 2021, the obligation outstanding is $425,000 and the balance is $358,996, net of debt discount of $66,004. The Company was notified that the maturity dates on these notes have been extended for the near-term. | |||||||||||||||||||||||||||||||||||||||||||||||||
Long-term Debt | 59,597 | 66,004 | 59,597 | 66,004 | 59,597 | |||||||||||||||||||||||||||||||||||||||||||||
Two Promissory Note [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Notes payable | 500,000 | 425,000 | 500,000 | 425,000 | 500,000 | |||||||||||||||||||||||||||||||||||||||||||||
Two Promissory Note [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Notes payable | 440,403 | 358,996 | $ 440,403 | 358,996 | 440,403 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 10 years | 10 years | ||||||||||||||||||||||||||||||||||||||||||||||||
Two Promissory Note [Member] | Accredited Investors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 12.00% | |||||||||||||||||||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.85 | |||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Subsidaries Owned [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Notes payable | 220,565 | 220,565 | ||||||||||||||||||||||||||||||||||||||||||||||||
Paycheck Protection Program [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Notes payable | 266,820 | 266,820 | ||||||||||||||||||||||||||||||||||||||||||||||||
Paycheck Protection Program Loan [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Notes payable | 245,400 | 245,400 | ||||||||||||||||||||||||||||||||||||||||||||||||
Paycheck Protection Program Loan One [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Notes payable | 62,500 | 62,500 | ||||||||||||||||||||||||||||||||||||||||||||||||
Paycheck Protection Program Loan Two [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Notes payable | 140,407 | 140,407 | ||||||||||||||||||||||||||||||||||||||||||||||||
Long-Term Debt, Mortgages [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Notes payable | 400,000 | 400,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate, Interest Rate | 15.00% | 14.00% | 11.55% | 15.00% | ||||||||||||||||||||||||||||||||||||||||||||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate, Final Maturity Date | Jul. 31, 2023 | Apr. 1, 2023 | Jan. 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Collateral | The note has been cross guaranteed by the CEO and Director of the Company | The note was cross guaranteed by the CEO and Director of the Company. On May 14, 2021, the Company entered into a purchase leaseback agreement and sold the property to a third party | The note has been cross guaranteed by the CEO and Director of the Company. | |||||||||||||||||||||||||||||||||||||||||||||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate, Face Amount of Mortgages | $ 1,585,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Value of mortgage paid | $ 120,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Long Term Debt Mortgages Two [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Notes payable | 400,000 | 400,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate, Interest Rate | 15.00% | 11.55% | ||||||||||||||||||||||||||||||||||||||||||||||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate, Final Maturity Date | Apr. 1, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Collateral | The note has been cross guaranteed by the CEO and Director of the Company | |||||||||||||||||||||||||||||||||||||||||||||||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate, Face Amount of Mortgages | $ 400,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Value of mortgage paid | $ 38,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Long-Term Debt, Mortgages Three [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Notes payable | 700,000 | 700,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Long-Term Debt, Mortgages Four [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Notes payable | 200,000 | 200,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Long-term Debt [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Notes payable | 400,000 | 400,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Long-term Debt Mortgages Five [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Notes payable | 1,094,989 | 1,094,989 | ||||||||||||||||||||||||||||||||||||||||||||||||
36-Month Premium Finance Agreement [Member] | Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 15,710 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 442 | |||||||||||||||||||||||||||||||||||||||||||||||||
60-Month Premium Finance Agreement [Member] | Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 28,905 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 482 | |||||||||||||||||||||||||||||||||||||||||||||||||
12-Month Premium Finance Agreement [Member] | Notes Payable One [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 300,150 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 22,718 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 7.46% | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument down payment | $ 60,255 | |||||||||||||||||||||||||||||||||||||||||||||||||
12-Month Premium Finance Agreement [Member] | Notes Payable Two [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 243,284 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 17,835 | |||||||||||||||||||||||||||||||||||||||||||||||||
Notes payable | 103,876 | 103,876 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 7.46% | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument down payment | $ 47,100 | |||||||||||||||||||||||||||||||||||||||||||||||||
12-Month Premium Finance Agreement [Member] | Notes Payable Ten [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 22,391 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 3,435 | |||||||||||||||||||||||||||||||||||||||||||||||||
Notes payable | 6,870 | 6,870 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8.50% | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument down payment | $ 2,488 | |||||||||||||||||||||||||||||||||||||||||||||||||
[custom:DebtInstrumentIncreaseInFaceAmount-0] | $ 7,575 | |||||||||||||||||||||||||||||||||||||||||||||||||
[custom:ChangesInDebtInstrumentFaceAmount-0] | $ 29,967 | |||||||||||||||||||||||||||||||||||||||||||||||||
12-Month Premium Finance Agreement [Member] | Notes Payable Eleven [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 1,199 | |||||||||||||||||||||||||||||||||||||||||||||||||
Notes payable | 4,795 | 4,795 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument down payment | 3,424 | |||||||||||||||||||||||||||||||||||||||||||||||||
12-Month Premium Finance Agreement [Member] | Notes Payable Twelve [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 7,271 | |||||||||||||||||||||||||||||||||||||||||||||||||
Notes payable | 29,084 | 29,084 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument down payment | 15,750 | |||||||||||||||||||||||||||||||||||||||||||||||||
12-Month Premium Finance Agreement [Member] | Notes Payable Thirteen [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 1,814 | |||||||||||||||||||||||||||||||||||||||||||||||||
Notes payable | 5,443 | 5,443 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument down payment | 4,871 | |||||||||||||||||||||||||||||||||||||||||||||||||
12-Month Premium Finance Agreement [Member] | Notes Payable Fourteen [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 741 | |||||||||||||||||||||||||||||||||||||||||||||||||
Notes payable | 4,445 | 4,445 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument down payment | 2,537 | |||||||||||||||||||||||||||||||||||||||||||||||||
12-Month Premium Finance Agreement [Member] | Notes Payable Sixteen [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 16,850 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 1,351 | |||||||||||||||||||||||||||||||||||||||||||||||||
Notes payable | 14,148 | 14,148 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 3.96% | |||||||||||||||||||||||||||||||||||||||||||||||||
12-Month Premium Finance Agreement [Member] | Notes Payable Seventeen [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 58,899 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 4,113 | |||||||||||||||||||||||||||||||||||||||||||||||||
Notes payable | 32,904 | 32,904 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 7.99% | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument down payment | $ 17,769 | |||||||||||||||||||||||||||||||||||||||||||||||||
12-Month Premium Finance Agreement [Member] | Notes Payable Eighteen [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | 94,116 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 7,446 | |||||||||||||||||||||||||||||||||||||||||||||||||
Notes payable | 59,568 | 59,568 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 11.26% | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument down payment | $ 27,102 | |||||||||||||||||||||||||||||||||||||||||||||||||
10-Month Premium Finance Agreement [Member] | Notes Payable Three [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 53,325 | $ 53,325 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 3,772 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 7.50% | 7.50% | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument down payment | $ 15,602 | |||||||||||||||||||||||||||||||||||||||||||||||||
10-Month Premium Finance Agreement [Member] | Notes Payable Nine [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | 9,920 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 754 | |||||||||||||||||||||||||||||||||||||||||||||||||
Notes payable | 753 | 753 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 12.80% | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument down payment | $ 2,383 | |||||||||||||||||||||||||||||||||||||||||||||||||
10-Month Premium Finance Agreement [Member] | Notes Payable Eleven [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 13,694 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 7.369% | |||||||||||||||||||||||||||||||||||||||||||||||||
10-Month Premium Finance Agreement [Member] | Notes Payable Twelve [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 78,750 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8.35% | |||||||||||||||||||||||||||||||||||||||||||||||||
10-Month Premium Finance Agreement [Member] | Notes Payable Thirteen [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 23,014 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 11.98% | |||||||||||||||||||||||||||||||||||||||||||||||||
10-Month Premium Finance Agreement [Member] | Notes Payable Fourteen [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 8,906 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 10.25% | |||||||||||||||||||||||||||||||||||||||||||||||||
10-Month Premium Finance Agreement [Member] | Notes Payable Four [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | 78,056 | $ 78,056 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 5,507 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 7.50% | 7.50% | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument down payment | $ 22,984 | |||||||||||||||||||||||||||||||||||||||||||||||||
10-Month Premium Finance Agreement [Member] | Notes Payable Seven [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | 2,611 | $ 2,611 | $ 2,611 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 157 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 7.00% | 7.00% | 7.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument down payment | $ 1,043 | |||||||||||||||||||||||||||||||||||||||||||||||||
10-Month Premium Finance Agreement [Member] | Notes Payable Eight [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 6,675 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 530 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 11.40% | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument down payment | $ 1,371 | |||||||||||||||||||||||||||||||||||||||||||||||||
9-Month Premium Finance Agreement [Member] | Notes Payable Five [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 16,777 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 1,339 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8.70% | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument down payment | $ 3,485 | |||||||||||||||||||||||||||||||||||||||||||||||||
9-Month Premium Finance Agreement [Member] | Notes Payable Six [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 10,629 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 736 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 11.00% | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument down payment | $ 4,009 | |||||||||||||||||||||||||||||||||||||||||||||||||
9-Month Premium Finance Agreement [Member] | Notes Payable Fifteen [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 10,650 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 726 | |||||||||||||||||||||||||||||||||||||||||||||||||
Notes payable | 6,870 | 6,870 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 11.00% | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument down payment | $ 4,113 | |||||||||||||||||||||||||||||||||||||||||||||||||
Settlement Agreement [Member] | Private Attorney General Act [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Long-term Debt | $ 612,291 | $ 850,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Outstanding | 5,000,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Decrease, Forgiveness | $ 37,708 | |||||||||||||||||||||||||||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | $ 408,827 | $ 408,827 |
Schedule of Assumptions Value W
Schedule of Assumptions Value Warrant Granted (Details) - Warrants Granted [Member] - Convertible Debt [Member] | Sep. 30, 2021$ / shares |
Measurement Input, Exercise Price [Member] | |
Short-term Debt [Line Items] | |
Share Price | $ 2.93 |
Measurement Input, Expected Dividend Rate [Member] | |
Short-term Debt [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | |
Measurement Input, Option Volatility [Member] | |
Short-term Debt [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 85 |
Minimum [Member] | |
Short-term Debt [Line Items] | |
Share Price | $ 1.78 |
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Short-term Debt [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 1.4 |
Maximum [Member] | |
Short-term Debt [Line Items] | |
Share Price | $ 2.10 |
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Short-term Debt [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 1.9 |
Schedule of Warrant Liability a
Schedule of Warrant Liability and Embedded Derivative Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | ||
Derivative, Gain (Loss) on Derivative, Net | $ 577 | $ (190) |
Warrant Liability [Member] | ||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | ||
Balance of derivative liability | 67 | |
Derivative, Gain (Loss) on Derivative, Net | (67) | |
Balance of derivative liability | 67 | |
Derivative Liability [Member] | ||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | ||
Balance of derivative liability | 592 | |
Derivative, Gain (Loss) on Derivative, Net | (592) | |
Balance of derivative liability | $ 592 |
Schedule of Convertible Notes (
Schedule of Convertible Notes (Details) (Parenthetical) - Convertible Notes [Member] $ / shares in Units, $ in Thousands | 12 Months Ended |
Sep. 30, 2021USD ($)$ / shares | |
Short-term Debt [Line Items] | |
Debt instrument interest rate stated percentage | 8.00% |
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.91 |
Debt Instrument, Maturity Date | Dec. 27, 2021 |
Penalty provision | $ | $ 155,239 |
Schedule of Convertible Notes_2
Schedule of Convertible Notes (Details) - Convertible Notes [Member] $ in Thousands | Sep. 30, 2021USD ($) |
Short-term Debt [Line Items] | |
Debt Instrument, Face Amount | $ 2,831 |
Cumulative foreign currency impact | 109 |
Convertible Notes Payable, Current | $ 2,940 |
Convertible debt (Details Narra
Convertible debt (Details Narrative) | Mar. 31, 2021USD ($) | Feb. 26, 2021USD ($) | Jan. 02, 2021USD ($) | Mar. 14, 2019USD ($) | Mar. 14, 2019CAD ($)$ / sharesshares | Dec. 27, 2018CAD ($)shares | Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2020USD ($)shares | Jun. 30, 2019USD ($) | Jun. 30, 2019CAD ($) | Jan. 31, 2019$ / sharesshares | Jun. 30, 2019shares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2021CAD ($)shares | Sep. 30, 2020USD ($)shares | Dec. 17, 2021USD ($) | Sep. 30, 2021CAD ($)$ / shares | Jun. 30, 2021$ / shares | May 03, 2021USD ($) | Apr. 02, 2021 | Dec. 29, 2020$ / sharesshares | Apr. 30, 2020$ / shares | Mar. 06, 2020 |
Short-term Debt [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 196,000 | ||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 480,182 | ||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 12,500,000 | ||||||||||||||||||||||
Accrued Liabilities, Current | $ 87,000 | $ 134,000 | $ 87,000 | $ 134,000 | |||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 30,000 | ||||||||||||||||||||||
Seven Leaf Ventures Corp [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Debt instrument interest rate stated percentage | 10.00% | 10.00% | 10.00% | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 12,085,770 | ||||||||||||||||||||||
Driven Deliveries Inc [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 30,249,184 | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.45 | ||||||||||||||||||||||
Accelerated Share Repurchases, Settlement (Payment) or Receipt | $ 11,500,000 | ||||||||||||||||||||||
Common Stock Held by Subsidiary | 7,100,000 | ||||||||||||||||||||||
Accounts Payable | $ 210,753 | ||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | shares | 228,260 | ||||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 6,833,069 | 6,833,069 | |||||||||||||||||||||
Warrant Holders [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Convertible Debt | 2,900,000 | $ 2,900,000 | |||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1.90 | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | 1.87 | ||||||||||||||||||||||
Convertible Debentures [Member] | Warrant Holders [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | 1.50 | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 1.15 | ||||||||||||||||||||||
Unsecured Convertible Debt [Member] | Seven Leaf Ventures Corp [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 10.00% | 10.00% | |||||||||||||||||||||
Repayments of Debt | $ 32,600 | ||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 52,580.53 | 52,580.53 | |||||||||||||||||||||
Accrued Liabilities, Current | $ 300 | ||||||||||||||||||||||
8% Convertible Promissory Note [Member] | Driven Deliveries Inc [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Debt Instrument, Face Amount | 1,050,000 | $ 1,050,000 | |||||||||||||||||||||
Debt Instrument, Unamortized Discount | 50,000 | $ 50,000 | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 831,110 | ||||||||||||||||||||||
8% Convertible Promissory Note [Member] | Driven Deliveries Inc [Member] | Execution of note [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Proceeds from Notes Payable | $ 787,500 | ||||||||||||||||||||||
8% Convertible Promissory Note [Member] | Driven Deliveries Inc [Member] | Outstanding Less Than 90 Days [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Debt instrument prepayment percentage | 105.00% | ||||||||||||||||||||||
8% Convertible Promissory Note [Member] | Driven Deliveries Inc [Member] | Outstanding Between 91 to 120 Days [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Debt instrument prepayment percentage | 110.00% | ||||||||||||||||||||||
8% Convertible Promissory Note [Member] | Driven Deliveries Inc [Member] | Outstanding Between 121 to 180 Days [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Debt instrument prepayment percentage | 115.00% | ||||||||||||||||||||||
8% Convertible Promissory Note [Member] | Driven Deliveries Inc [Member] | Outstanding Between 181 to 365 Days [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Debt instrument prepayment percentage | 120.00% | ||||||||||||||||||||||
10% Convertible Promissory Note [Member] | Driven Deliveries Inc [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Debt instrument interest rate stated percentage | 10.00% | 10.00% | 10.00% | ||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.50 | $ 0.50 | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 50,000 | $ 50,000 | |||||||||||||||||||||
10% Convertible Promissory Note [Member] | Driven Deliveries Inc [Member] | 30 Days After Orginial Funding [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Proceeds from Notes Payable | $ 262,500 | ||||||||||||||||||||||
10% Convertible Promissory Note Two [Member] | Driven Deliveries Inc [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Debt instrument interest rate stated percentage | 10.00% | 10.00% | 10.00% | 10.00% | |||||||||||||||||||
Debt Instrument, Interest Rate During Period | 50.00% | ||||||||||||||||||||||
Notes Payable | $ 15,000 | $ 223,464 | $ 223,464 | ||||||||||||||||||||
Debt Instrument, Maturity Date | Jun. 1, 2025 | ||||||||||||||||||||||
Canaccord Genuity Inc., [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 1,000 | ||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 3 | ||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 333.33 | 333.33 | |||||||||||||||||||||
Debt interest and principal percentage | 105.00% | 105.00% | |||||||||||||||||||||
Fair value of options grant | $ 424,000 | ||||||||||||||||||||||
Canaccord Genuity Inc., [Member] | Common Stock [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Finance fee | $ 50,000 | ||||||||||||||||||||||
Canaccord Genuity Inc., [Member] | Agents [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Cash commission percentage | 7.00% | 7.00% | |||||||||||||||||||||
Canaccord Genuity Inc., [Member] | Indenture Trustee [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Debt interest and principal percentage | 25.00% | 25.00% | |||||||||||||||||||||
Canaccord Genuity Inc., [Member] | 8% Convertible Notes [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Proceeds from private offerings | $ 3,100,000 | $ 4,100,000 | |||||||||||||||||||||
Canaccord Genuity Inc., [Member] | 8.0% Senior Unsecured Convertible Debenture [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 3.90 | ||||||||||||||||||||||
Convertible Debt | $ 1,000 | ||||||||||||||||||||||
Debt instrument interest rate stated percentage | 8.00% | 8.00% | 8.00% | ||||||||||||||||||||
Debt Instrument, Description | upon the exercise thereof and at no additional cost, 1.05 Convertible Debenture Units per CD Special Warrant (instead of 1.0 Convertible Debenture Unit per CD Special Warrant). Until the Receipt and Registration have been obtained, securities issued in connection with the Offering (including any underlying securities issued upon conversion or exercise thereof) will be subject to a six (6)-month hold period from the date of issue. Since the CD Special Warrants were exchanged for Convertible Debenture Units after six (6) months as U.S. and Canadian registrations were not effective at that time, the holders received 1.05 Convertible Debenture Units per CD Special Warrant | upon the exercise thereof and at no additional cost, 1.05 Convertible Debenture Units per CD Special Warrant (instead of 1.0 Convertible Debenture Unit per CD Special Warrant). Until the Receipt and Registration have been obtained, securities issued in connection with the Offering (including any underlying securities issued upon conversion or exercise thereof) will be subject to a six (6)-month hold period from the date of issue. Since the CD Special Warrants were exchanged for Convertible Debenture Units after six (6) months as U.S. and Canadian registrations were not effective at that time, the holders received 1.05 Convertible Debenture Units per CD Special Warrant | |||||||||||||||||||||
Broker-Dealer, Payable to Other Broker-Dealer and Clearing Organization | $ 1,900,000 | $ 1,900,000 | $ 2,500,000 | ||||||||||||||||||||
Canaccord Genuity Inc., [Member] | Broker CD Special Warrant [Member] | Agents [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Cash commission percentage | 7.00% | 7.00% | |||||||||||||||||||||
Canaccord Genuity Inc., [Member] | Broker Warrant [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1,000 | ||||||||||||||||||||||
[custom:CommissionFee] | $ 157,290 | ||||||||||||||||||||||
Commission and finance fee plus additional expenses | 20,000 | ||||||||||||||||||||||
Legal Fees | $ 181,365 | ||||||||||||||||||||||
Offering fee and expense | $ 320,000 | ||||||||||||||||||||||
Private Offering [Member] | Canaccord Genuity Inc., [Member] | CD Special Warrant [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | shares | 10,000 | ||||||||||||||||||||||
Proceeds from private offerings | $ 10,000,000 | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 962 | 3,121 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1,000 | $ 1,000 | |||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 700,000 | $ 1,000,000 | $ 2,300,000 | $ 3,100,000 | |||||||||||||||||||
Private Offering [Member] | Canaccord Genuity Inc., [Member] | Broker CD Special Warrant [Member] | |||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | shares | 52,430 |
Schedule of Liabilities Measu_2
Schedule of Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 2,277 | $ 257 |
Embedded derivative liability | ||
Total fair value | 2,277 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | ||
Embedded derivative liability | ||
Total fair value | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | ||
Embedded derivative liability | ||
Total fair value | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 2,277 | |
Embedded derivative liability | ||
Total fair value | $ 2,277 |
Schedule of Level 3 Liabilities
Schedule of Level 3 Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Balance of derivative liability | $ 849 | $ 441 |
Warrants granted for stock-based compensation | 59 | 105 |
Warrants granted with promissory notes | 162 | |
Warrants issued pursuant to acquisition (see Note 9) | 9,000 | 772 |
Issuance of convertible notes | (81) | 244 |
Change in fair value | (2,978) | (875) |
Cancellation of warrants pursuant to settlement agreement | (4,572) | |
Balance of derivative liability | 2,277 | 849 |
Warrant Liability One [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Balance of derivative liability | 257 | 283 |
Warrants granted for stock-based compensation | 59 | 105 |
Warrants granted with promissory notes | 162 | |
Warrants issued pursuant to acquisition (see Note 9) | 9,000 | 772 |
Issuance of convertible notes | (66) | |
Change in fair value | (2,401) | (1,065) |
Cancellation of warrants pursuant to settlement agreement | (4,572) | |
Balance of derivative liability | 2,277 | 257 |
Embedded Derivative Liability [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Balance of derivative liability | 592 | 158 |
Warrants granted for stock-based compensation | ||
Warrants granted with promissory notes | ||
Warrants issued pursuant to acquisition (see Note 9) | ||
Issuance of convertible notes | (15) | 244 |
Change in fair value | (577) | 190 |
Cancellation of warrants pursuant to settlement agreement | ||
Balance of derivative liability | $ 592 |
Summary of Weighted Average Sig
Summary of Weighted Average Significant Unobservable Inputs (Details) | Sep. 30, 2021$ / shares | Sep. 30, 2020$ / shares |
Warrant Liability [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Strike price | $ 0.48 | |
Contractual term (years) | 2 years 6 months 25 days | |
Warrant Liability [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 74 | 100 |
Warrant Liability [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 1 | 0.28 |
Warrant Liability [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Warrant Liability [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Strike price | $ 0.36 | |
Contractual term (years) | 1 year | |
Warrant Liability [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Strike price | $ 2.96 | |
Contractual term (years) | 3 years | |
Embedded Derivative Liability [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Strike price | $ 0.90 | $ 1.12 |
Contractual term (years) | 9 months 18 days | 1 year 6 months |
Embedded Derivative Liability [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded Derivative Liability, Measurement Input | 55 | 101 |
Embedded Derivative Liability [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded Derivative Liability, Measurement Input | 0.08 | 0.25 |
Embedded Derivative Liability [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded Derivative Liability, Measurement Input | 0 | 0 |
Embedded Derivative Liability [Member] | Measurement Input, Credit Spread [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Credit spread | 11.21 | |
Embedded Derivative Liability [Member] | Minimum [Member] | Measurement Input, Credit Spread [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Credit spread | 14 | |
Embedded Derivative Liability [Member] | Maximum [Member] | Measurement Input, Credit Spread [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Credit spread | 16 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) | 12 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Pricing model description | The Company used a lattice based trinomial model developed by Tsiveriotis, K. and Fernades in which the three lattices incorporate (1) the Company’s underlying common stock price; (2) the value of the debt components of the convertible notes; and (3) the value of the equity component of the convertible notes. The main drivers of sensitivity for the model are volatility and the credit spread. The model used will vary by approximately 1.5% for a 4% change in volatility and will vary by less than 1% for each 1% change in credit spread |
Schedule of Income Tax Expenses
Schedule of Income Tax Expenses (Benefit) (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
Total current | ||
Total deferred | ||
Income tax expense (benefit) |
Schedule of Reconciliation of S
Schedule of Reconciliation of Statutory Federal Income Tax Provision to Actual Income Tax Benefit (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | $ (2,873) | |
Permanent timing differences | 567 | |
Change in valuation allowance | 2,306 | |
Income tax expense (benefit) |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Sep. 30, 2021 | Sep. 30, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 8,454 | $ 6,397 |
Equity based compensation | 3,192 | 3,173 |
Impairment of loan receivable | 75 | |
Impairment of investments and other property | 2,362 | 2,531 |
Total deferred tax assets | 14,008 | 12,176 |
Deferred tax liabilities | ||
Depreciation | 49 | 359 |
Deferred revenue | 1,845 | |
Total deferred tax liabilities | 49 | 2,204 |
Net deferred tax assets | 13,959 | 9,972 |
Less valuation allowance | (13,959) | (9,972) |
Net deferred tax assets (liabilities) |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax description | the expected tax benefit, temporary timing differences and long-term timing differences are calculated at the 25% statutory rate. | the expected tax benefit, temporary timing differences and long-term timing differences are calculated at the 25% statutory rate |
Long term difference statutory rate | 25.00% | 25.00% |
Operating loss carryforwards, net | $ 36 | |
Net operating loss carryforwards expire year | expire beginning in 2037 |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) | Jun. 25, 2021 | Mar. 06, 2020USD ($) | May 31, 2020USD ($)shares | Jun. 30, 2019shares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2021CAD ($)$ / shares | Sep. 30, 2020CAD ($)$ / shares |
Class of Stock [Line Items] | ||||||||
Plan description | the Company adopted a plan to allow the Company to compensate prospective and current employees, directors, and consultants through the issuance of equity instruments of the Company. The plan has an effective life of 10 years. The plan is administered by the board of directors of the Company until such time as the board transfers responsibility to a committee of the board. The plan is limited to issuing common shares of the Company up to 15% of the total shares then outstanding. No limitations exist on any other instruments issuable under the plan. In the event of a change in control of the Company, all unvested instruments issued under the plan become immediately vested. | |||||||
Precentge of common shares issuable | 15.00% | |||||||
Common stock increase in authorized shares, description | Pursuant to the shareholders meeting on June 25, 2021, the Company has amended its certificate of incorporation to increase the number of authorized Company Common Shares from 300,000,000 to 750,000,000. | |||||||
Common stock issued for stock compensation | 3,914,509 | 472,506 | ||||||
Common stock issued for stock compensation, value | $ | $ 1,675,000 | $ 165,000 | ||||||
Stock issued during the period | 12,500,000 | |||||||
Stock issued during the period, value | $ | $ 2,870,000 | |||||||
Stock Issued During Period, Shares, Other | 1,465,117 | |||||||
Proceeds from Issuance or Sale of Equity | $ | $ 630,000 | |||||||
Common stock issued in connection with conversion of notes payable | $ | 196,000 | |||||||
Acquisition of Driven Deliveries, Inc., shares | 101,968,944 | |||||||
Stock issued for acquisition, value | $ | $ (196,000) | |||||||
Seven Leaf Ventures Corp [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued during the period | 12,085,770 | |||||||
Business Combination, Consideration Transferred | $ | $ 12,958,000 | |||||||
Debt instrument, interest rate | 10.00% | 10.00% | 10.00% | |||||
Consolidated Ventures of Oregon, LLC and Opco Holdings, LLC [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued during the period | 425,000 | |||||||
Stock issued during the period, value | $ | $ 425 | |||||||
Shares issued price per share | $ / shares | $ 0.001 | |||||||
Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued during the period | 6,833,069 | |||||||
Stock issued during the period, value | $ | $ 7,000 | |||||||
Stock Issued During Period, Shares, Other | 1,465,117 | 845,238 | ||||||
Common stock issued in connection with conversion of notes payable | $ | ||||||||
Common stock issued in connection with conversion of notes payable, shares | 228,260 | |||||||
Acquisition of Driven Deliveries, Inc., shares | 101,968,944 | |||||||
[custom:StockIssuedDuringPeriodSharesPurchaseOfAsset] | 8,209,178 | |||||||
[custom:StockIssuedDuringPeriodValuePurchaseOfAsset] | $ | $ 2,380,661 | |||||||
Stock issued for acquisition, value | $ | ||||||||
Private Placement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued during the period | 5,322,136 | |||||||
Stock issued during the period, value | $ | $ 4,892,000 | |||||||
Related to Rent [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock issued for stock compensation | 293,700 | |||||||
Common stock issued for stock compensation, value | $ | $ 117,480 | |||||||
Related to Deposit [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued during the period | 300,000 | |||||||
Stock issued during the period, value | $ | $ 210,000 | |||||||
Accrued Interest Related to Convertible Notes [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock issued in connection with conversion of notes payable | $ | $ 309,121 | $ 291,505 | ||||||
Common stock issued in connection with conversion of notes payable, shares | 553,417 | 703,809 | ||||||
Convertible Notes [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock issued in connection with conversion of notes payable | $ | $ 4,913,000 | $ 196,355 | ||||||
Common stock issued in connection with conversion of notes payable, shares | 9,480,259 | 228,260 | ||||||
Debt instrument, interest rate | 8.00% | 8.00% | ||||||
Debt conversion price | $ / shares | $ 0.91 | |||||||
Unsecured Convertible Debentures [Member] | Seven Leaf Ventures Corp [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Unsecured debenture aggregate principal amount | $ 2,540 | $ 2,540,000 | $ 3,410 | $ 3,410,000 | ||||
Debt conversion price | $ / shares | $ 1.67 | $ 1.67 | ||||||
Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares cancelled | 694,233 | |||||||
Common Stock [Member] | Commission Expense [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued during the period | 90,909 | |||||||
Stock issued during the period, value | $ | $ 40,000 | |||||||
Common Stock [Member] | Stock Option Plan [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued during the period | 10,000 | |||||||
Consulting Agreements [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock issued for stock compensation | 1,162,916 | |||||||
Common stock issued for stock compensation, value | $ | $ 926,000 | |||||||
Stock issued during the period | 4,790,070 | |||||||
Stock issued during the period, value | $ | $ 2,032,000 | |||||||
Shares issued price per share | $ / shares | $ 0.80 | |||||||
Number of shares cancelled | 700,000 | |||||||
Consulting Agreements [Member] | Convertible Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares cancelled | 525,400 | |||||||
Consulting Agreements [Member] | Minimum [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued price per share | $ / shares | $ 0.29 | |||||||
Consulting Agreements [Member] | Maximum [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued price per share | $ / shares | $ 0.51 | |||||||
Subscription Agreements [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares cancelled | 58,140 | |||||||
Settlement Agreements [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued during the period | 500,000 | |||||||
Stock issued during the period, value | $ | $ 5,439,855 | |||||||
Canadian Prospectus [Member] | Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued during the period | 19,276,340 | |||||||
Stock issued during the period, value | $ | $ 7,919,000,000 | |||||||
Driven Deliveries Inc S-1 Registration [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued during the period | 2,869,889 | |||||||
Stock issued during the period, value | $ | $ 6,833,069 | |||||||
Stock Purchase Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued during the period | 845,238 | |||||||
Stock issued during the period, value | $ | $ 449,850 | |||||||
Membership Interest Purchase Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued during the period | 394,270 | |||||||
Shares issued price per share | $ / shares | $ 1 | |||||||
Business Combination, Consideration Transferred | $ | $ 500,000 | |||||||
Lien in real estate property | $ | 106,000 | |||||||
Building, carrying value | $ | $ 500,000 | |||||||
Share Exchange Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Debt instrument, interest rate | 26.25% | |||||||
Issuance of common stock in connection with share exchange agreement, shares | 386,035 | |||||||
Stock issued for acquisition, value | $ | $ 196,000,000 |
Schedule of Fair Value of Optio
Schedule of Fair Value of Options Granted (Details) - Options [Member] - $ / shares | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Exercise price | $ 0.28 | $ 0.97 |
Expected term (years) | 4 years 4 months 20 days | 2 years 9 months 10 days |
Expected stock price volatility | 74.00% | |
Risk-free rate of interest | 0.98% | 0.20% |
Expected dividend rate | 0.00% | 0.00% |
Minimum [Member] | ||
Expected stock price volatility | 95.70% | |
Maximum [Member] | ||
Expected stock price volatility | 188.60% |
Summary of Stock Option Activit
Summary of Stock Option Activity (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Compensation Related Costs [Abstract] | |||
Number of Options, Outstanding Beginning Balance | 5,572,916 | 3,210,416 | |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ 1.77 | $ 2.45 | |
Aggregate Intrinsic Value, Beginning Balance | |||
Weighted Average Remaining Contractual Term, Ending Balance | 2 years 1 month 2 days | 2 years 2 months 15 days | 2 years 1 month 6 days |
Number of Options, Granted | 1,125,000 | 2,362,500 | |
Weighted Average Exercise Price, Granted | $ 0.28 | $ 0.33 | |
Weighted Average Remaining Contractual Term, Granted | 4 years 4 months 20 days | 2 years 10 months 20 days | |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantedIntrinsicValue] | $ 54 | ||
Number of Options, Outstanding Ending Balance | 6,697,916 | 5,572,916 | 3,210,416 |
Weighted Average Remaining Contractual Term, Ending Balance | $ 1.07 | $ 1.77 | $ 2.45 |
Aggregate Intrinsic Value, Ending Balance | $ 54,000 | ||
Number of Options, Vested and Exercisable | 4,425,416 | ||
Weighted Average Exercise Price, Vested and Exercisable | $ 1.18 | ||
Aggregate Intrinsic Value, Vested and Exercisable | |||
Weighted Average Remaining Contractual Term, Vested and Exercisable | 1 year 8 months 4 days |
Schedule of Employee Restricted
Schedule of Employee Restricted Stock activity (Details) - $ / shares | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Outstanding Beginning Balance | 5,572,916 | 3,210,416 |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ 1.77 | $ 2.45 |
Number of shares, Granted | 1,125,000 | 2,362,500 |
Weighted average exercise price, granted | $ 0.28 | $ 0.33 |
Number of Options, Outstanding Ending Balance | 6,697,916 | 5,572,916 |
Weighted Average Remaining Contractual Term, Ending Balance | $ 1.07 | $ 1.77 |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Outstanding Beginning Balance | 2,471,317 | 2,248,811 |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ 1.57 | $ 1.65 |
Number of shares, Granted | 3,914,509 | 222,506 |
Weighted average exercise price, granted | $ 0.96 | $ 1.64 |
Number of Options, Outstanding Ending Balance | 6,385,826 | 2,471,317 |
Weighted Average Remaining Contractual Term, Ending Balance | $ 0.93 | $ 1.57 |
Schedule of Non Employee Restri
Schedule of Non Employee Restricted Stock Activity (Details) - $ / shares | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Outstanding Beginning Balance | 5,572,916 | 3,210,416 |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ 1.77 | $ 2.45 |
Number of shares, Granted | 1,125,000 | 2,362,500 |
Weighted average exercise price, granted | $ 0.28 | $ 0.33 |
Number of Options, Outstanding Ending Balance | 6,697,916 | 5,572,916 |
Weighted Average Remaining Contractual Term, Ending Balance | $ 1.07 | $ 1.77 |
Non Employee Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Outstanding Beginning Balance | 3,859,178 | 2,446,262 |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ 1.72 | $ 1.73 |
Number of shares, Granted | 5,058,370 | 1,412,916 |
Weighted average exercise price, granted | $ 0.58 | $ 1.72 |
Number of Options, Outstanding Ending Balance | 8,917,548 | 3,859,178 |
Weighted Average Remaining Contractual Term, Ending Balance | $ 0.99 | $ 1.72 |
Schedule of Warrants Outstandin
Schedule of Warrants Outstanding (Details) - $ / shares | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options, Outstanding Beginning Balance | 5,572,916 | 3,210,416 | |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ 1.77 | $ 2.45 | |
Remaining contractual term, beginning balance | 2 years 1 month 2 days | 2 years 2 months 15 days | 2 years 1 month 6 days |
Numbers of warrants, granted (Equity) | 1,125,000 | 2,362,500 | |
Weighted average exercise price, granted (Equity) | $ 0.28 | $ 0.33 | |
Number of Options, Outstanding Ending Balance | 6,697,916 | 5,572,916 | 3,210,416 |
Weighted Average Remaining Contractual Term, Ending Balance | $ 1.07 | $ 1.77 | $ 2.45 |
Warrant [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options, Outstanding Beginning Balance | 5,114,733,000 | 2,241,920,000 | |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ 2.13 | $ 2.92 | |
Remaining contractual term, beginning balance | 1 year 7 months 6 days | ||
Numbers of warrants, granted (Equity) | 32,666,266,000 | 200,000,000 | |
Weighted average exercise price, granted (Equity) | $ 0.53 | $ 0.45 | |
Remaining contractual term, granted (Equity) | 2 years | 7 years | |
Numbers of warrants, granted (Liability) | 30,299,134,000 | 2,672,813,000 | |
Weighted average exercise price, granted (Liability) | $ 0.45 | $ 1.14 | |
Remaining contractual term, granted (Liability) | 3 years 14 days | 1 year 2 months 12 days | |
Remaining contractual term, beginning balance | 1 year | ||
Numbers of warrants, expired | (114,300,000) | ||
Weighted average exercise price, expired | $ 2.50 | ||
Numbers of warrants, expired (Liability) | (5,000,000,000) | ||
Weighted average exercise price, expired (Liability) | $ 0.20 | ||
Remaining contractual term, expired (Liability) | 1 year 6 months 3 days | ||
Number of Options, Outstanding Ending Balance | 62,965,833,000 | 5,114,733,000 | 2,241,920,000 |
Weighted Average Remaining Contractual Term, Ending Balance | $ 0.47 | $ 2.13 | $ 2.92 |
Warrant [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Remaining contractual term, ending balance | 1 year 2 months 23 days |
Schedule of Stock-based Compens
Schedule of Stock-based Compensation Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Total stock-based compensation | $ 2,273 | $ 2,443 |
Restricted Stock Awards [Member] | ||
Total stock-based compensation | 1,935 | 1,092 |
Stock Options [Member] | ||
Total stock-based compensation | 279 | 981 |
Warrant [Member] | ||
Total stock-based compensation | 59 | |
Accrued Stock Compensation [Member] | ||
Total stock-based compensation | $ 370 |
Stock Based Compensation (Detai
Stock Based Compensation (Details Narrative) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% |
Stock Options [Member] | ||
Weighted average remaining contractual life | 1 year 8 months 4 days |
Commitments and contingencies (
Commitments and contingencies (Details Narrative) | Feb. 22, 2018USD ($)ft² | May 31, 2021USD ($) | Sep. 30, 2019USD ($) | Jan. 31, 2019USD ($) | Jul. 31, 2016USD ($) | Jun. 30, 2019shares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2021CAD ($)shares | Jun. 30, 2021CAD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2021CAD ($)shares | Sep. 30, 2021CAD ($)$ / shares | Nov. 23, 2020ft² |
Loss Contingencies [Line Items] | |||||||||||||
Lease term | 15 years | 4 years | 5 years | 10 years | |||||||||
Base rental fees | $ 31,500 | $ 4,285 | $ 9,696 | $ 7,033 | |||||||||
Real estate taxes | $ 315 | ||||||||||||
Percentage of base rental fees escalation | 2.00% | ||||||||||||
Security deposit to landlord | $ 14,000 | ||||||||||||
Operating lease, description | On February 22, 2018, both parties executed a lease addendum that adds contiguous property for 12,322 square feet. The term commences November 1, 2017 and continues through November 31, 2026 at a starting rate of $3,525 a month that escalates after the first year. | ||||||||||||
Area of land | ft² | 12,322 | 2,000 | |||||||||||
Starting rate of amount | $ 3,525 | ||||||||||||
Base rental fee percentage | 2.50% | ||||||||||||
Acquisition of licenses and permits | $ 200,000 | ||||||||||||
Stock issued during the period, value | $ 2,870,000 | ||||||||||||
Stock issued during the period | shares | 12,500,000 | ||||||||||||
Canaccord Genuity Corp [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Sale of stock shares | shares | 16,926,019 | 16,926,019 | |||||||||||
Sale of stock value per share | $ / shares | $ 0.55 | ||||||||||||
Sale of stock value | $ 10,309,210 | ||||||||||||
Warrant [Member] | Canaccord Genuity Corp [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Warrants exercise price | $ / shares | $ 0.68 | ||||||||||||
Warrant expiration date | Apr. 23, 2023 | ||||||||||||
IPO [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Aggregate number of shares issued percentage | 7.00% | ||||||||||||
IPO [Member] | Canaccord Genuity Corp [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Stock issued during the period, value | $ 420,000 | ||||||||||||
Stock issued during the period | shares | 972,092 | 972,092 | |||||||||||
Shares issued price per share | $ / shares | $ 0.43 | $ 0.43 | |||||||||||
IPO [Member] | Broker Warrant [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Percentage units sold to purchasers | 3.50% | 3.50% | |||||||||||
Warrants exercise price | $ / shares | $ 0.55 | ||||||||||||
Over-Allotment Option [Member] | Canaccord Genuity Corp [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Sale of stock shares | shares | 1,471,291 | 1,471,291 | |||||||||||
Sale of stock value | $ 809,210.05 | ||||||||||||
Over-Allotment Option [Member] | Agency agreement [Member] | Maximum [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Percentage of additional shares percentage | 15.00% | 15.00% | |||||||||||
Additional offering shares | shares | 2,590,909 | 2,590,909 | |||||||||||
Offering price | $ 10,925,000 | ||||||||||||
Agent's commission | 764,750 | ||||||||||||
Net proceeds | 10,160,250 | ||||||||||||
Over-Allotment Option [Member] | Agency agreement [Member] | Minimum [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Offering price | 9,200,000 | ||||||||||||
Agent's commission | $ 644,000 | ||||||||||||
Net proceeds | 8,556,000 | ||||||||||||
LandLord [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Security deposit to landlord | $ 60,000 | ||||||||||||
Agent [Member] | Agency agreement [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Finance fee | $ 100,000 | ||||||||||||
Cash | $ 50,000 | ||||||||||||
Stock issued during the period, value | $ 50,000 | ||||||||||||
Stock issued during the period | shares | 90,909 | 90,909 | |||||||||||
Estimated offering cost | $ 350,000 |
Subsequent events (Details Narr
Subsequent events (Details Narrative) - USD ($) | Dec. 17, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2021 |
Subsequent Event [Line Items] | |||||
Equity method investment, ownership percentage | 5.00% | 5.00% | 13.00% | ||
Gross proceeds | $ 40,000 | $ 15,746,000 | $ 450,000 | ||
Liabilities assumed | 4,648,000 | ||||
Accounts payable | 3,331,000 | $ 3,331,000 | $ 1,784,000 | ||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Shares returned during the period | 11.5 | ||||
Liabilities assumed | $ 7,100,000 | ||||
Accounts payable | $ 210,753 | ||||
Subscription Arrangement [Member] | |||||
Subsequent Event [Line Items] | |||||
Gross proceeds | $ 238,000 | ||||
Treevana Wellness Company [Member] | |||||
Subsequent Event [Line Items] | |||||
Equity method investment, ownership percentage | 2.50% | 2.50% |