Charlotte's Web (CWBHF) 10-Q 16 May 22 2022 Q1 Quarterly report Financial data

Cover Page

Cover Page - shares	3 Months Ended
	Mar. 31, 2022	May 13, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Entity File Number	000-56364
Entity Registrant Name	Charlotte's Web Holdings, Inc.
Entity Incorporation, State or Country Code	A1
Entity Tax Identification Number	98-1508633
Entity Address, Address Line One	1801 California Street
Entity Address, Address Line Two	Suite 4800
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80202
City Area Code	720
Local Phone Number	617-7303
Title of 12(g) Security	Common stock, no par value
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		145,150,852
Amendment Flag	false
Entity Central Index Key	0001750155
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 14,497	$ 19,494
Accounts receivable, net	2,654	4,882
Notes receivable - current	495	495
Inventories, net	53,056	52,077
Prepaid expenses and other current assets	6,782	8,095
Income taxes receivable	10,218	10,764
Total current assets	87,702	95,807
Property and equipment, net	34,449	36,085
Operating lease right-of-use assets, net	19,958	20,679
Intangible assets, net	2,604	2,843
Stanley Brothers USA Holdings purchase option	13,100	13,000
Notes receivable - noncurrent	1,037	1,037
Other long-term assets	1,974	2,062
Total assets	160,824	171,513
Current liabilities:
Accounts payable	5,147	5,049
Accrued and other current liabilities	6,609	9,570
Cultivation liabilities – current	3,946	3,448
Lease obligations – current	2,092	2,103
Total current liabilities	17,794	20,170
Cultivation liabilities – noncurrent	0	385
Lease obligations – noncurrent	19,866	20,500
Other long-term liabilities	12	12
Total liabilities	37,672	41,067
#REF!
Shareholders’ equity:
Common shares, nil par value; unlimited shares authorized as of March 31, 2022 and December 31, 2021, respectively; 145,145,702 and 144,659,964 shares issued and outstanding as of March 31, 2022 and December 31, 2021	1	1
#REF!	0	0
Additional paid-in capital	320,391	319,059
Accumulated deficit	(197,240)	(188,614)
Total shareholders’ equity	123,152	130,446
Total liabilities and shareholders’ equity	$ 160,824	$ 171,513

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares	Mar. 31, 2022	Dec. 31, 2021	Nov. 03, 2021
Statement of Financial Position [Abstract]
Common shares, issued (in shares)	145,145,702	144,659,964	142,335,464
Common shares, outstanding (in shares)	145,145,702	144,659,964	142,335,464

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Revenue	$ 19,356	$ 23,407
Cost of goods sold	7,643	9,770
Gross profit	11,713	13,637
Selling, general and administrative expenses	20,355	23,786
Operating loss	(8,642)	(10,149)
Other (expense) income, net	(84)	105
Change in fair value of financial instruments and other	100	(2,696)
Loss before provision for income taxes	(8,626)	(12,740)
Income tax expense	0	(34)
Net loss and comprehensive loss	$ (8,626)	$ (12,774)
Net loss per common share, basic (in usd per share)	$ (0.06)	$ (0.09)
Net loss per common share, diluted (in usd per share)	$ (0.06)	$ (0.09)
Weighted-average shares used in computing net loss per share, basic (in shares)	144,990,224	139,697,474
Weighted-average shares used in computing net loss per share, diluted (in shares)	144,990,224	139,697,474

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - USD ($) $ in Thousands	Total	Restricted share units	Proportionate Voting Shares	Common Shares	Common SharesRestricted share units	Additional Paid-in Capital	Additional Paid-in CapitalRestricted share units	Accumulated Deficit
Balance (in shares) at Dec. 31, 2020			81,177	107,060,237
Balance at Dec. 31, 2020	$ 254,242			$ 1		$ 305,133		$ (50,892)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)				8,261
Exercise of stock options	30					30
Conversion to common shares (in shares)			(3,961)	1,584,410
Withholding of common shares upon vesting of restricted share units/awards (in shares)				61,548
Common shares issued upon vesting of restricted share units, net of withholding	(112)					(112)
Harmony Hemp contingent equity compensation (in shares)				169,046
Harmony Hemp contingent equity compensation	360					360
Exercise of common stock warrants (in shares)				98,788
Exercise of common stock warrants	441					441
Share-based compensation	832					832
Net loss and comprehensive loss	(12,774)							(12,774)
Balance (in shares) at Mar. 31, 2021			77,216	108,982,290
Balance at Mar. 31, 2021	243,019			$ 1		306,684		(63,666)
Balance (in shares) at Dec. 31, 2021			0	144,659,964
Balance at Dec. 31, 2021	$ 130,446			$ 1		319,059		(188,614)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)	0
Withholding of common shares upon vesting of restricted share units/awards (in shares)					77,193
Common shares issued upon vesting of restricted share units, net of withholding		$ (45)					$ (45)
Harmony Hemp contingent equity compensation (in shares)				169,045
Harmony Hemp contingent equity compensation	$ 165					165
ATM program issuance costs (in shares)				239,500
ATM program issuance costs	(2)					(2)
Share-based compensation	1,214					1,214
Net loss and comprehensive loss	(8,626)							(8,626)
Balance (in shares) at Mar. 31, 2022			0	145,145,702
Balance at Mar. 31, 2022	$ 123,152			$ 1		$ 320,391		$ (197,240)

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities:
Net loss and comprehensive loss	$ (8,626)	$ (12,774)
Adjustments to reconcile net loss and comprehensive loss to net cash used in operating activities:
Depreciation and amortization	2,078	2,668
Change in fair value of financial instruments	(100)	2,690
Allowance for credit losses	0	(23)
Inventory provision	0	333
Share-based compensation	1,379	1,192
Loss on disposal of assets	84	76
Changes in operating assets and liabilities:
Accounts receivable, net	2,228	668
Inventories, net	(979)	(261)
Prepaid expenses and other current assets	1,313	2,116
Operating lease right-of-use assets and lease obligations	(8)	(8)
Accounts payable, accrued and other liabilities	(2,797)	(2,723)
Income taxes receivable	546	664
Cultivation liabilities	97	(3,320)
Other operating assets and liabilities, net	106	(4)
Net cash used in operating activities	(4,679)	(8,706)
Cash flows from investing activities:
Purchases of property and equipment and intangible assets	(271)	(1,723)
Proceeds from sale of assets	0	8
Issuance of notes receivable, net of collections	0	266
Investment in Stanley Brothers USA Holdings purchase option	0	(8,000)
Other investing activities	0	384
Net cash used in investing activities	(271)	(9,065)
Cash flows from financing activities:
Proceeds from stock option exercises	0	30
Other financing activities	(47)	(14)
Net cash used in financing activities	(47)	16
Net decrease in cash and cash equivalents	(4,997)	(17,755)
Cash and cash equivalents —beginning of period	19,494	52,803
Cash and cash equivalents —end of period	14,497	35,048
Non-cash activities:
Non-cash purchases of property and equipment	$ (67)	$ (235)

DESCRIPTION OF BUSINESS AND PRE

DESCRIPTION OF BUSINESS AND PRESENTATION OF FINANCIAL STATEMENTS	3 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF BUSINESS AND PRESENTATION OF FINANCIAL STATEMENTS	DESCRIPTION OF BUSINESS AND PRESENTATION OF FINANCIAL STATEMENTS Description of the Business Charlotte’s Web Holdings, Inc. together with its subsidiaries (collectively "Charlotte's Web" or the “Company”) is a public company incorporated pursuant to the laws of the Province of British Columbia. The Company’s common shares are publicly listed on the Toronto Stock Exchange (“TSX”) under the symbol “CWEB” and quoted on the OTCQX under the symbol "CWBHF." The Company’s head office is located in Denver, Colorado in the United States of America. The Company’s primary products are made from proprietary strains of whole-plant hemp extracts containing a full spectrum of phytocannabinoids, terpenes, flavonoids and other hemp compounds. Hemp extracts are produced from the plant Cannabis sativa L. (“Cannabis”), and any part of that plant, including the seeds thereof and all derivatives, extracts, cannabinoids, isomers, acids, salts, and salts of isomers, whether growing or not, with a delta-9 tetrahydrocannabinol ("THC") concentration of not more than 0.3% on a dry weight basis ("Hemp"). The Company is engaged in research involving the effectiveness of a broad variety of compounds derived from Hemp. The Company’s current product categories include human ingestible products: tinctures (liquid product), capsules, gummies, and sprays, topicals, and pet products. The Company’s products are distributed through its e-commerce website, third-party e-commerce websites, select distributors, health practitioners, and a variety of brick-and-mortar specialty retailers. The Company does not currently produce or sell medicinal or recreational marijuana or products derived from high-delta-9 ("THC") cannabis plants. On March 2, 2021, Charlotte’s Web executed an Option Purchase Agreement (the "SBH Purchase Option") pursuant to which the Company has the option to acquire Stanley Brothers USA Holdings, Inc. (“Stanley Brothers USA”), a cannabis wellness incubator. Until the SBH Purchase Option is exercised, both Charlotte’s Web and Stanley Brothers USA will continue to operate as standalone entities in the US. Internationally, the companies are able to explore opportunities where Cannabis is federally permissible. The Company does not currently have any plans to expand into high-THC products in the near future. The Company holds the number one market share position across major retail channels including total US food/drug/mass retail, total US natural specialty retail, and e-commerce, based on market share data from leading third-party analysts such as The Nielsen Company, SPINS, LLC, and Brightfield Group, respectively. The Company grows its proprietary Hemp domestically in the United States on farms leased in northeastern Colorado and sources high quality Hemp through contract farming operations in Kentucky and Oregon. In furtherance of the Company’s research and development ("R&D") efforts, the Company established CW Labs, an internal division for R&D, to substantially expand the Company’s efforts around the science of Hemp derived compounds. CW Labs is currently engaged in double-blind, placebo-controlled human clinical trials addressing Hemp-based solutions for several need states. CW Labs is located in Louisville, Colorado at the Company’s LOFT production and distribution facility and the Hauptmann Woodward Research Institute on the campus of the University at Buffalo’s Jacobs School of Medicine and The Center for Integrated Global Biomedical Sciences through which it fosters collaborations throughout the State University of New York network of 64 national and international research and medical institutions. In November 2019, the Company announced a collaboration between CW Labs and the University at Buffalo’s Center for Integrated Global Biomedical Sciences to advance hemp cannabinoid science through a research program that provides a better understanding of the therapeutic uses and safety of cannabinoids.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND USE OF ESTIMATES	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND USE OF ESTIMATES	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND USE OF ESTIMATES Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification ("ASC") and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the financial statements) considered necessary to present fairly the Company’s financial position as of March 31, 2022 and its results of operations for the three months ended March 31, 2022 and 2021, cash flows for the three months ended March 31, 2022 and 2021, and stockholders’ equity for the three months ended March 31, 2022 and 2021. Operating results for the three months ended March 31, 2022, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2022. The unaudited interim condensed consolidated financial statements presented herein do not contain the required disclosures under GAAP for annual consolidated financial statements. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and related notes as of and for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2022. Revenue Recognition The majority of the Company’s revenue is derived from sales of branded products to consumers via the Company's direct-to-consumer ecommerce website, and distributors, retail and wholesale business-to-business customers. The following table sets forth the disaggregation of the Company’s revenue: Three Months Ended March 31, 2022 2021 Direct-to-consumer $ 13,138 $ 16,130 Business-to-business 6,218 7,277 Total $ 19,356 $ 23,407 Substantially all of the Company’s revenue is earned in the United States. Recently Adopted Accounting Pronouncements Other than described below, no new accounting pronouncements adopted or issued by the FASB had or may have a material impact on the Company’s condensed consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which aims to reduce complexity in accounting standards by improving certain areas of U.S. GAAP without compromising information provided to users of financial statements. ASU 2019-12 is effective for public entities for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. For all other entities, the standard is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. There was an immaterial impact upon adoption on the condensed consolidated financial statements. Recently Issued Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2020-04, Reference Rate Reform (Topic 848)—Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This standard provides optional guidance for a limited time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in this standard apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. The Company is currently evaluating the impact, if any, that the updated standard will have on the condensed consolidated financial statements.

FAIR VALUE MEASUREMENT

FAIR VALUE MEASUREMENT	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENT	FAIR VALUE MEASUREMENT The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021, by level within the fair value hierarchy: March 31, 2022 Level 1 Level 2 Level 3 Total Financial assets: Stanley Brothers USA Holdings Purchase Option $ — $ — $ 13,100 $ 13,100 Financial liabilities: Warrant liabilities $ — $ — $ — $ — December 31, 2021 Level 1 Level 2 Level 3 Total Financial assets: Stanley Brothers USA Holdings Purchase Option $ — $ — $ 13,000 $ 13,000 Financial liabilities: Warrant liabilities $ — $ — $ — $ — There were no transfers between levels of the hierarchy during the three month period ended March 31, 2022 and the year ended December 31, 2021. Stanley Brothers USA Holdings Purchase Option The Monte Carlo valuation model considers multiple revenue and Earning Before Interest Taxes Depreciation and Amortization ("EBITDA") outcomes for Stanley Brothers USA and other probabilities in assigning a fair value. Primary assumptions utilized include financial projections of Stanley Brothers USA and the probability and timing of exercise. The following additional assumptions are used in the model of the SBH Purchase Option: March 31, December 31, 2022 2021 Expected volatility 92.5% 92.5% Expected term (years) 3.4 3.7 Risk-free interest rate 2.4% 1.1% Weighted average cost of capital 40.0% 40.0% Warrant Liabilities The warrants offered during 2019 and 2020 (collectively, the "2019 Share Offering Warrants" and the "2020 Share Offering Warrants") do not meet all of the criteria for equity classification as the warrants are denominated in Canadian dollars, which differs from the Company's functional currency. As a result, the 2019 Share Offering Warrants and the 2020 Share Offering Warrants are initially measured at fair value and are revalued at each reporting period using the Black-Scholes option pricing model based on Level 2 observable inputs. The assumptions used by the Company are the quoted price of the Company’s common shares in an active market, risk-free interest rate, volatility and expected life, and assumes no dividends. Volatility is based on the actual historical market activity of the Company’s shares. The expected life is based on the remaining contractual term of the warrants and the risk-free interest rate is based on the implied yield available on U.S. Treasury Securities with a maturity equivalent to the expected life of the warrants.

INVENTORIES

INVENTORIES	3 Months Ended
	Mar. 31, 2022
Inventory Disclosure [Abstract]
INVENTORIES	INVENTORIES Inventories consist of the following: March 31, December 31, 2022 2021 Harvested Hemp and seeds $ 37,152 $ 38,249 Raw materials 13,467 15,189 Finished goods 15,999 13,974 66,618 67,412 Less: inventory provision (13,562) (15,335) Total $ 53,056 $ 52,077

DEBT

DEBT	3 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
DEBT	DEBT Line of Credit The Company has an asset backed line of credit ("ABL") with J.P. Morgan for $10,000 with an option under certain circumstances to increase the line of credit to $20,000. Borrowings under the ABL bear interest at a variable rate based on (A) CB Floating Rate defined as Prime Rate plus 1.0% or (B) monthly LIBOR rate plus 2.50%. The current maturity date is March 23, 2023. Borrowings under the ABL are secured by all of the assets of the Company and guaranteed by other subsidiaries of the Company. The line of credit agreement requires compliance by the Company with certain debt covenants. The Company is subject to a number of customary covenants under the ABL, including limitation on additional borrowings, acquisitions, dividend payments and requirements to maintain certain financial ratios including a consolidated fixed charge coverage ratio, minimum Earning Before Interest Depreciation and Amortization ("EBITDA") and minimum liquidity, as defined by the line of credit agreement as measured on the last day of each quarter. As of March 31, 2022 and December 31, 2021, the Company was not in compliance with the debt covenants and as of May 16, 2022, the line of credit was on hold. As of March 31, 2022

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Legal ContingenciesFrom time to time, the Company is a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. Although the ultimate aggregate amount of monetary liability or financial impact with respect to these matters is subject to many uncertainties and is therefore not predictable with assurance, management believes that as of March 31, 2022 there are no litigations pending that could have, individually and in the aggregate, a material adverse effect on the Company’s financial position, results of operations or cash flows.

LEASES

LEASES	3 Months Ended
	Mar. 31, 2022
Leases [Abstract]
LEASES	LEASES The Company has lease arrangements related to office space, warehouse and production space, and land to facilitate agricultural operations. The leases have remaining lease terms of less than 8 years to 13.17 years, some of which include options to extend the leases for up to 5 years. Generally, the lease agreements do not include options to terminate the lease. Maturities of operating lease liabilities as of March 31, 2022 are as follows: Operating Leases Year Ending December 31: 2022 (9 months remaining) $ 3,312 2023 3,410 2024 3,255 2025 2,946 2026 2,222 Thereafter 15,595 Total lease obligation 30,740 Less: Imputed interest (8,782) Total lease liabilities 21,958 Less: Current lease liabilities (2,092) Total non-current lease liabilities $ 19,866

CULTIVATION LIABILITIES

CULTIVATION LIABILITIES	3 Months Ended
	Mar. 31, 2022
Cultivation Liabilities [Abstract]
CULTIVATION LIABILITIES	CULTIVATION LIABILITIES Future payments due under cultivation contract obligations are as follows: Short-term Long-term Total December 31, 2021 $ 3,448 $ 385 $ 3,833 Costs incurred related to 2021 crop 97 — 97 Payments — — — Settlement reductions — — — Interest 16 — 16 Conversion to short-term borrowings 385 (385) — March 31, 2022 $ 3,946 $ — $ 3,946

SHAREHOLDERS_ EQUITY

SHAREHOLDERS’ EQUITY	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
SHAREHOLDERS’ EQUITY	SHAREHOLDERS’ EQUITY As of March 31, 2022 and December 31, 2021, the Company’s share capital consists of one class of issued and outstanding shares: common shares. The Company is also authorized to issue preferred shares issuable in series. To date, no shares of preferred shares have been issued or are outstanding. On November 3, 2021, all outstanding proportionate voting shares ("PVS") of the Company were converted by way of mandatory conversion in accordance with the Company’s articles and at the discretion of the Company, into common shares. Following this conversion, and as of the close of business on November 3, 2021, 142,335,464 common shares were issued and outstanding, nil proportionate voting shares were issued and outstanding and nil preferred shares were issued and outstanding. Pursuant to the Company’s Articles, the Company is no longer authorized to issue additional proportionate voting shares. As of March 31, 2022 and December 31, 2021, the Company had no PVS issued and outstanding. Common Shares As of March 31, 2022 and December 31, 2021, the Company was authorized to issue an unlimited number of common shares, which have no par value. Share Offering Warrants – Liability Classified The following summarizes the number of warrants outstanding as of March 31, 2022: Number of Warrants Weighted-Average Exercise Price per Warrant Outstanding as of December 31, 2021 6,983,140 $ 7.86 Exercised — — Expired — — Outstanding as of March 31, 2022 6,983,140 $ 7.86

LOSS PER SHARE

LOSS PER SHARE	3 Months Ended
	Mar. 31, 2022
Earnings Per Share [Abstract]
LOSS PER SHARE	LOSS PER SHARE The Company computes loss per share of common shares and PVS under the two-class method required for multiple classes of common shares and participating securities. The rights, including the liquidation and dividend rights, of the two classes of shares are similar except for the 400:1 conversion ratio between the common shares and PVS shares. Accordingly, the loss per share attributable to common shareholders will be the same for common shares and PVS, on either an individual or combined basis. Basic net loss per common share and PVS is computed by dividing the allocated net loss and comprehensive loss by the weighted-average number of common shares outstanding and weighted average number of PVS outstanding during the period. Diluted loss per common share is computed by dividing the allocated net loss and comprehensive loss by the weighted-average number of common shares together with the number of additional common shares that would have been outstanding if all potentially dilutive common shares had been issued, unless anti-dilutive. Diluted loss per PVS is computed by dividing the allocated net loss and comprehensive loss by the weighted-average number of PVS outstanding during the period. The following table sets forth the computation of basic and dilutive net loss per share attributable to common shareholders: Three Months Ended March 31, 2022 2021 Net loss and comprehensive loss $ (8,626) $ (12,774) Weighted-average number of common shares - basic 144,990,224 108,225,874 Dilutive effect of stock options and awards — — Weighted-average number of proportionate voting shares - basic — 78,679 Weighted-average number of common shares - diluted 144,990,224 108,225,874 Weighted-average number of proportionate voting shares - diluted — 78,679 Loss per common share – basic and diluted $ (0.06) $ (0.09) Loss per proportionate voting share – basic and diluted $ — $ (36.58) As of March 31, 2022 and March 31, 2021, potentially dilutive securities include stock options, restricted share units, broker warrants, and common share warrants. When the Company recognizes a net loss and comprehensive loss from continuing operations, all potentially dilutive shares are anti-dilutive and are consequently excluded from the calculation of diluted net loss per share. The potentially dilutive awards outstanding for each year are presented in the table below: March 31, 2022 2021 Outstanding options 4,867,464 4,047,398 Outstanding restricted share units 2,569,689 950,639 Outstanding common share warrants 6,983,140 9,483,140 Total 14,420,293 14,481,177

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	3 Months Ended
	Mar. 31, 2022
Share-based Payment Arrangement [Abstract]
SHARE-BASED COMPENSATION	SHARE-BASED COMPENSATION Stock options Stock options vest over a prescribed service period and are approved by the board of directors on an award-by-award basis. Options have a prescribed service period generally lasting up to four years, with certain options vesting immediately upon issuance. Upon the exercise of any stock options, the Company issues shares to the award holder from the pool of authorized but unissued common shares. The fair values of options granted during the period were determined using a Black-Scholes model. The following principal inputs were used in the valuation of awards issued for the three months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 2021 Expected volatility 83.4% 86.5% Expected term (years) 5.5-6.5 5.5-7.0 Risk-free interest rate 1.9% 1.7% Expected dividend yield 0% 0% Value of underlying share $1.11 $4.70 Detail of the number of stock options outstanding for the three months ended March 31, 2022 under the Company's 2015 legacy option plan and the Company's amended 2018 long term incentive plan (collectively, the "Plans") is as follows: Number of Options Weighted- per Option Weighted- (in years) Aggregate Outstanding as of December 31, 2021 3,343,883 $ 3.16 7.54 $ 1,039,229 Granted 2,148,832 1.56 Exercised — — Forfeited (and expired) (625,251) 6.36 Outstanding as of March 31, 2022 4,867,464 $ 2.04 8.60 $ 687,476 Exercisable/vested as of March 31, 2022 2,093,641 $ 2.13 5.87 $ 673,414 The weighted average grant-date fair value of options granted during the three months ended March 31, 2022 was $1.56. The weighted average grant-date fair value of options granted during the three months ended March 31, 2021 was $4.70. The weighted average share price at the date of exercise of options exercised during the three months ended March 31, 2022 and 2021 was $— and $4.85, respectively. Restricted share units The Company has issued time-based restricted share units to certain employees as permitted under the 2018 Plan. The restricted share units granted vest in accordance with the board-approved agreement, typically over equal installments over up to four years. Upon vesting, one share of the Company’s common shares is issued for each restricted share unit awarded. The fair value of each restricted share unit granted is equal to the market price of the Company’s shares at the date of the grant. The fair value of shares vested during the three months ended March 31, 2022 and March 31, 2021 was $295 and $317, respectively. Details of the number of restricted share units outstanding under the 2018 Plan is as follows: Number of Shares Weighted- Outstanding as of December 31, 2021 1,816,851 $ 2.28 Granted 1,351,114 $ 1.35 Forfeited (482,104) $ 2.68 Vested (77,193) $ 3.82 Shares withheld upon vesting (38,979) $ 3.82 Outstanding as of March 31, 2022 2,569,689 $ 1.69 Share-based Compensation Expense Share-based compensation expense for all equity arrangements for the three months ended March 31, 2022 and March 31, 2021 was $1,214 and $832, respectively, included in selling, general and administrative expense in the condensed consolidated statements of operations and comprehensive loss. As of March 31, 2022, $7,204 of total unrecognized share-based compensation expense related to unvested options granted to employees is expected to be recognized over a weighted-average period of 2.43 years.

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXESThe Company’s effective tax rate in the three months ended March 30, 2022 and 2021 was 0% and (0.25)%, respectively. The Company’s effective tax rates differ from the U.S. federal statutory rate of 21% for the three months end March 30, 2022 and 2021, respectively, primarily due to the valuation allowance. The effective tax rate for the first three months of 2022 was lower than the same period in 2021 primarily due to state income taxes.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS Aidance Scientific, Inc. (“Aidance”) is the manufacturer of nearly all Abacus Health products. The former Chief Executive Officer of Abacus Products, Inc. ("Abacus"), and a former officer of the Company, also serves on Aidance’s Board of Directors. For the three months ended March 31, 2022 and 2021, the Company made purchases of $673 and $1,537, respectively from Aidance. Payment terms on purchases are due 30 days after receipt. As of March 31, 2022, the Company had a liability of $294 due to Aidance presented in accounts payable in the condensed consolidated balance sheets. As of December 31, 2021, the Company had a liability of $119 due to Aidance presented in accounts payable in the condensed consolidated balance sheets. Effective November 2020, the Company entered into a note receivable with certain founders of the Company ("founders") to negotiate a future binding transaction in good faith. This agreement included a secured promissory note, where $1,000 was loaned to one of the founders. The note receivable is secured by equity instruments with certain founders of the Company, is carried at amortized cost, bears interest at 3.25% per year, and required the unpaid principal and unpaid interest balances to be paid on or before the maturity date of November 13, 2021. The founders requested an extension of the maturity date, as allowed under the terms of the promissory note, resulting in an extension of the maturity date to November 13, 2023. According to the terms of the agreement, no additional interest will accrue through the payment date. The founders' equity instruments securing the promissory note remained in place. Interest income is recognized based upon the contractual interest rate and unpaid principal balance of the promissory note. As of March 31, 2022 and December 31, 2021, the founders owed the Company $1,037 consisting of principal and interest. On March 22, 2022, the Company and the founders amended the agreement to increase the equity instruments securing the promissory note and to extend the maturity date to November 13, 2023. As a result of this amendment and the liquid and quantifiable value of the shares pledged, the Company does not believe there is an estimated credit loss on the note receivable as of March 31, 2022 and December 31, 2021. The Company will continue to evaluate the note receivable for changes to credit loss estimates through the extended maturity date. On March 2, 2021, the Company entered into the SBH Purchase Option with Stanley Brothers USA as discussed above (Note 3). The SBH Purchase Option was purchased for total consideration of $8,000. Certain founders of the Company, who are or were employees at the time, are the majority shareholders of Stanley Brothers USA. On April 16, 2021, pursuant to an amendment to the agreement, the name and likeness and license agreement between the Company and Leeland & Sig LLC d/b/a Stanley Brothers Brand Company was extended for a period of one year, expiring July 31, 2022. In addition, the Company executed a consulting agreement which extended the service arrangements of the seven Stanley brothers for a period of one year, expiring July 31, 2022. Upon execution of the consulting agreement, the Company paid $2,081 to Leeland & Sig LLC d/b/a Stanley Brothers Brand Company, on behalf of the seven Stanley brothers, as consideration for the consulting services to be provided to the Company over the term of the agreement and certain restrictive covenants. For the three months ended March 31, 2022, the Company recognized $420 of sales and marketing expenses in the condensed consolidated statements of operations and comprehensive loss related to this agreement. The remaining $604 is presented in prepaid expenses in the condensed consolidated balance sheets.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS On May 8, 2022, warrants issued pursuant to the Abacus acquisition expired, totaling 1,232,225, with a weighted average exercise price per warrant of $15.29.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND USE OF ESTIMATES (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification ("ASC") and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the financial statements) considered necessary to present fairly the Company’s financial position as of March 31, 2022 and its results of operations for the three months ended March 31, 2022 and 2021, cash flows for the three months ended March 31, 2022 and 2021, and stockholders’ equity for the three months ended March 31, 2022 and 2021. Operating results for the three months ended March 31, 2022, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2022. The unaudited interim condensed consolidated financial statements presented herein do not contain the required disclosures under GAAP for annual consolidated financial statements. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and related notes as of and for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2022.
Revenue Recognition	Revenue RecognitionThe majority of the Company’s revenue is derived from sales of branded products to consumers via the Company's direct-to-consumer ecommerce website, and distributors, retail and wholesale business-to-business customers.
Recently Adopted and Recently Issued Accounting Pronouncements	Recently Adopted Accounting Pronouncements Other than described below, no new accounting pronouncements adopted or issued by the FASB had or may have a material impact on the Company’s condensed consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which aims to reduce complexity in accounting standards by improving certain areas of U.S. GAAP without compromising information provided to users of financial statements. ASU 2019-12 is effective for public entities for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. For all other entities, the standard is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. There was an immaterial impact upon adoption on the condensed consolidated financial statements. Recently Issued Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2020-04, Reference Rate Reform (Topic 848)—Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This standard provides optional guidance for a limited time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in this standard apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. The Company is currently evaluating the impact, if any, that the updated standard will have on the condensed consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND USE OF ESTIMATES (Tables)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Disaggregation of revenue	The following table sets forth the disaggregation of the Company’s revenue: Three Months Ended March 31, 2022 2021 Direct-to-consumer $ 13,138 $ 16,130 Business-to-business 6,218 7,277 Total $ 19,356 $ 23,407

FAIR VALUE MEASUREMENT (Tables)

FAIR VALUE MEASUREMENT (Tables)	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Financial instruments measured at fair value on a recurring basis	The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021, by level within the fair value hierarchy: March 31, 2022 Level 1 Level 2 Level 3 Total Financial assets: Stanley Brothers USA Holdings Purchase Option $ — $ — $ 13,100 $ 13,100 Financial liabilities: Warrant liabilities $ — $ — $ — $ — December 31, 2021 Level 1 Level 2 Level 3 Total Financial assets: Stanley Brothers USA Holdings Purchase Option $ — $ — $ 13,000 $ 13,000 Financial liabilities: Warrant liabilities $ — $ — $ — $ —
Measurement inputs	The following additional assumptions are used in the model of the SBH Purchase Option: March 31, December 31, 2022 2021 Expected volatility 92.5% 92.5% Expected term (years) 3.4 3.7 Risk-free interest rate 2.4% 1.1% Weighted average cost of capital 40.0% 40.0%

INVENTORIES (Tables)

INVENTORIES (Tables)	3 Months Ended
	Mar. 31, 2022
Inventory Disclosure [Abstract]
Inventories	Inventories consist of the following: March 31, December 31, 2022 2021 Harvested Hemp and seeds $ 37,152 $ 38,249 Raw materials 13,467 15,189 Finished goods 15,999 13,974 66,618 67,412 Less: inventory provision (13,562) (15,335) Total $ 53,056 $ 52,077

LEASES (Tables)

LEASES (Tables)	3 Months Ended
	Mar. 31, 2022
Leases [Abstract]
Maturities of operating lease liabilities	Maturities of operating lease liabilities as of March 31, 2022 are as follows: Operating Leases Year Ending December 31: 2022 (9 months remaining) $ 3,312 2023 3,410 2024 3,255 2025 2,946 2026 2,222 Thereafter 15,595 Total lease obligation 30,740 Less: Imputed interest (8,782) Total lease liabilities 21,958 Less: Current lease liabilities (2,092) Total non-current lease liabilities $ 19,866

CULTIVATION LIABILITIES (Tables

CULTIVATION LIABILITIES (Tables)	3 Months Ended
	Mar. 31, 2022
Cultivation Liabilities [Abstract]
Future payments due under contract obligations and scheduled maturities	Future payments due under cultivation contract obligations are as follows: Short-term Long-term Total December 31, 2021 $ 3,448 $ 385 $ 3,833 Costs incurred related to 2021 crop 97 — 97 Payments — — — Settlement reductions — — — Interest 16 — 16 Conversion to short-term borrowings 385 (385) — March 31, 2022 $ 3,946 $ — $ 3,946

SHAREHOLDERS_ EQUITY (Tables)

SHAREHOLDERS’ EQUITY (Tables)	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
Summary of number of warrants outstanding	The following summarizes the number of warrants outstanding as of March 31, 2022: Number of Warrants Weighted-Average Exercise Price per Warrant Outstanding as of December 31, 2021 6,983,140 $ 7.86 Exercised — — Expired — — Outstanding as of March 31, 2022 6,983,140 $ 7.86

LOSS PER SHARE (Tables)

LOSS PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2022
Earnings Per Share [Abstract]
Computation of basic and diluted net loss per share	The following table sets forth the computation of basic and dilutive net loss per share attributable to common shareholders: Three Months Ended March 31, 2022 2021 Net loss and comprehensive loss $ (8,626) $ (12,774) Weighted-average number of common shares - basic 144,990,224 108,225,874 Dilutive effect of stock options and awards — — Weighted-average number of proportionate voting shares - basic — 78,679 Weighted-average number of common shares - diluted 144,990,224 108,225,874 Weighted-average number of proportionate voting shares - diluted — 78,679 Loss per common share – basic and diluted $ (0.06) $ (0.09) Loss per proportionate voting share – basic and diluted $ — $ (36.58)
Potentially dilutive awards	The potentially dilutive awards outstanding for each year are presented in the table below: March 31, 2022 2021 Outstanding options 4,867,464 4,047,398 Outstanding restricted share units 2,569,689 950,639 Outstanding common share warrants 6,983,140 9,483,140 Total 14,420,293 14,481,177

SHARE-BASED COMPENSATION (Table

SHARE-BASED COMPENSATION (Tables)	3 Months Ended
	Mar. 31, 2022
Share-based Payment Arrangement [Abstract]
Inputs used in valuation of awards	The following principal inputs were used in the valuation of awards issued for the three months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 2021 Expected volatility 83.4% 86.5% Expected term (years) 5.5-6.5 5.5-7.0 Risk-free interest rate 1.9% 1.7% Expected dividend yield 0% 0% Value of underlying share $1.11 $4.70
Detail of the number of stock options outstanding	Detail of the number of stock options outstanding for the three months ended March 31, 2022 under the Company's 2015 legacy option plan and the Company's amended 2018 long term incentive plan (collectively, the "Plans") is as follows: Number of Options Weighted- per Option Weighted- (in years) Aggregate Outstanding as of December 31, 2021 3,343,883 $ 3.16 7.54 $ 1,039,229 Granted 2,148,832 1.56 Exercised — — Forfeited (and expired) (625,251) 6.36 Outstanding as of March 31, 2022 4,867,464 $ 2.04 8.60 $ 687,476 Exercisable/vested as of March 31, 2022 2,093,641 $ 2.13 5.87 $ 673,414
Details of the number of restricted share awards outstanding	Details of the number of restricted share units outstanding under the 2018 Plan is as follows: Number of Shares Weighted- Outstanding as of December 31, 2021 1,816,851 $ 2.28 Granted 1,351,114 $ 1.35 Forfeited (482,104) $ 2.68 Vested (77,193) $ 3.82 Shares withheld upon vesting (38,979) $ 3.82 Outstanding as of March 31, 2022 2,569,689 $ 1.69

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND USE OF ESTIMATES - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 19,356	$ 23,407
Direct-to-consumer
Disaggregation of Revenue [Line Items]
Revenue	13,138	16,130
Business-to-business
Disaggregation of Revenue [Line Items]
Revenue	$ 6,218	$ 7,277

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND USE OF ESTIMATES - Share-Based Compensation (Details)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Accounting Policies [Abstract]
Expected dividend yield	0.00%	0.00%

FAIR VALUE MEASUREMENT - Financ

FAIR VALUE MEASUREMENT - Financial Instruments Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Financial assets:
Stanley Brothers USA Holdings purchase option	$ 13,100	$ 13,000
Financial liabilities:
Warrant liabilities	0	0
Level 1
Financial assets:
Stanley Brothers USA Holdings purchase option	0	0
Financial liabilities:
Warrant liabilities	0	0
Level 2
Financial assets:
Stanley Brothers USA Holdings purchase option	0	0
Financial liabilities:
Warrant liabilities	0	0
Level 3
Financial assets:
Stanley Brothers USA Holdings purchase option	13,100	13,000
Financial liabilities:
Warrant liabilities	$ 0	$ 0

FAIR VALUE MEASUREMENT - Narrat

FAIR VALUE MEASUREMENT - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Loss related to warrant liabilities	$ 0	$ 2,656

FAIR VALUE MEASUREMENT - Fair V

FAIR VALUE MEASUREMENT - Fair Value Measurement Inputs - Purchase Option (Details) (Details)	Mar. 31, 2022	Dec. 31, 2021
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Purchase option, measurement input	0.925	0.925
Expected term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Purchase option, measurement input	3.4	3.7
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Purchase option, measurement input	0.024	0.011
Weighted average cost of capital
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Purchase option, measurement input	0.400	0.400

INVENTORIES (Details)

INVENTORIES (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Harvested Hemp and seeds	$ 37,152	$ 38,249
Raw materials	13,467	15,189
Finished goods	15,999	13,974
Inventory, gross	66,618	67,412
Less: inventory provision	(13,562)	(15,335)
Inventories, net	$ 53,056	$ 52,077

DEBT (Details)

DEBT (Details)	3 Months Ended
	Mar. 31, 2022USD ($)
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 10,000,000
Increase limit	$ 20,000,000
Prime rate
Line of Credit Facility [Line Items]
Basis spread on variable interest rate	1.00%
LIBOR
Line of Credit Facility [Line Items]
Basis spread on variable interest rate	2.50%

LEASES - Narrative (Details)

LEASES - Narrative (Details)	Mar. 31, 2022
Lessee, Lease, Description [Line Items]
Renewal term	5 years
Minimum
Lessee, Lease, Description [Line Items]
Remaining lease terms	8 years
Maximum
Lessee, Lease, Description [Line Items]
Remaining lease terms	13 years 2 months 1 day

LEASES - Maturities of Operatin

LEASES - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Year Ending December 31:
2022 (9 months remaining)	$ 3,312
2023	3,410
2024	3,255
2025	2,946
2026	2,222
Thereafter	15,595
Total lease obligation	30,740
Less: Imputed interest	(8,782)
Total lease liabilities	21,958
Less: Current lease liabilities	(2,092)	$ (2,103)
Total non-current lease liabilities	$ 19,866	$ 20,500

CULTIVATION LIABILITIES - Contr

CULTIVATION LIABILITIES - Contract Obligations (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022USD ($)
Cultivation Liabilities [Abstract]
Short-term, beginning	$ 3,448
Short-term, costs incurred related to 2021 crop	97
Short-term, payments	0
Short-term, settlement reductions	0
Short-term, interest	16
Short-term, conversion to short-term borrowings	385
Short-term, ending	3,946
Long-term, beginning	385
Long-term, costs incurred related to 2021 crop	0
Long-term, payments	0
Long-term, settlement reductions	0
Long-term, interest	0
Long-term, conversion to short-term borrowings	(385)
Long-term, ending	0
Total, beginning	3,833
Total, costs incurred related to 2021 crop	97
Total, payments	0
Total, settlement reductions	0
Total, interest	16
Total, conversion to short-term borrowings	0
Total, ending	$ 3,946

SHAREHOLDERS_ EQUITY - Narrativ

SHAREHOLDERS’ EQUITY - Narrative (Details) - $ / shares	May 08, 2022	Mar. 31, 2022	Dec. 31, 2021	Nov. 03, 2021
Equity [Abstract]
Common shares, issued (in shares)		145,145,702	144,659,964	142,335,464
Common shares, outstanding (in shares)		145,145,702	144,659,964	142,335,464
PVS, issued (in shares)		0	0	0
PVS, outstanding (in shares)		0	0	0
Preferred shares, issued (in shares)				0
Preferred shares, outstanding (in shares)				0
Warrants weighted average remaining contractual life		4 months 17 days
Class of Warrant or Right [Line Items]
Warrants expired (in shares)		0
Warrants expired, weighted average exercise price (in usd per share)		$ 0
Subsequent Event
Class of Warrant or Right [Line Items]
Warrants expired (in shares)	1,232,225
Warrants expired, weighted average exercise price (in usd per share)	$ 15.29

SHAREHOLDERS_ EQUITY - Warrants

SHAREHOLDERS’ EQUITY - Warrants Outstanding (Details)	3 Months Ended
	Mar. 31, 2022$ / sharesshares
Number of Warrants
Outstanding (in shares) | shares	6,983,140
Exercised (in shares) | shares	0
Expired (in shares) | shares	0
Outstanding (in shares) | shares	6,983,140
Weighted-Average Exercise Price per Warrant
Outstanding (in usd per share) | $ / shares	$ 7.86
Exercised (in usd per share) | $ / shares	0
Expired (in usd per share) | $ / shares	0
Outstanding (in usd per share) | $ / shares	$ 7.86

LOSS PER SHARE - Narrative (Det

LOSS PER SHARE - Narrative (Details)	3 Months Ended
	Mar. 31, 2022
Earnings Per Share [Abstract]
PVS, conversion ratio	400

LOSS PER SHARE - Basic and Dilu

LOSS PER SHARE - Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Earnings Per Share [Abstract]
Net loss and comprehensive loss	$ (8,626)	$ (12,774)
Weighted-average number of common shares - basic (in shares)	144,990,224	139,697,474
Weighted-average number of common shares - basic (in shares)		108,225,874
Dilutive effect of stock options and awards (in shares)	0	0
Weighted-average number of proportionate voting shares - basic	0	78,679
Weighted-average number of common shares - diluted (in shares)	144,990,224	139,697,474
Weighted-average number of common shares - diluted (in shares)		108,225,874
Weighted-average number of proportionate voting shares - diluted	0	78,679
Loss per common share - basic (in usd per share)	$ (0.06)	$ (0.09)
Loss per common share - diluted (in usd per share)	(0.06)	(0.09)
Loss per proportionate voting share - basic (in usd per share)	0	(36.58)
Loss per proportionate voting share - diluted (in usd per share)	$ 0	$ (36.58)

LOSS PER SHARE - Potentially Di

LOSS PER SHARE - Potentially Dilutive Awards (Details) - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive awards (in shares)	14,420,293	14,481,177,000
Outstanding options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive awards (in shares)	4,867,464	4,047,398,000
Outstanding restricted share units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive awards (in shares)	2,569,689	950,639,000
Outstanding common share warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive awards (in shares)	6,983,140	9,483,140,000

SHARE-BASED COMPENSATION - Narr

SHARE-BASED COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding, weighted average grant-date fair value (in usd per share)	$ 1.56	$ 4.70
Options exercised, weighted average share price (in usd per share)	$ 0	$ 4.85
Fair value of shares vested	$ 295	$ 317
Share-based compensation expense	1,214	$ 832
Unrecognized share based compensation expense	$ 7,204
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Prescribed service period	4 years
Unrecognized share based compensation expense, period for recognition	2 years 5 months 4 days	2 years 5 months 4 days
Restricted share units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years

SHARE-BASED COMPENSATION - Fair

SHARE-BASED COMPENSATION - Fair Value Inputs (Details) - $ / shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	83.40%	86.50%
Risk-free interest rate	1.90%	1.70%
Expected dividend yield	0.00%	0.00%
Value of underlying share (in usd per share)	$ 1.11	$ 4.70
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term	5 years 6 months	5 years 6 months
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term	6 years 6 months	7 years

SHARE-BASED COMPENSATION - Opti

SHARE-BASED COMPENSATION - Options Outstanding (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Number of Options
Outstanding (in shares)	3,343,883
Granted (in shares)	2,148,832
Exercised (in shares)	0
Forfeited (and expired) (in shares)	(625,251)
Outstanding (in shares)	4,867,464	3,343,883
Exercisable/vested (in shares)	2,093,641
Weighted-Average Exercise Price Per Option
Outstanding (in usd per share)	$ 2.04	$ 3.16
Granted (in usd per share)	1.56
Exercised (in usd per share)	0
Forfeited (and expired) (in usd per share)	6.36
Outstanding (in usd per share)	2.04	$ 3.16
Exercisable/vested (in usd per share)	$ 2.13
Weighted-Average Remaining Contract Term
Outstanding	8 years 7 months 6 days	7 years 6 months 14 days
Exercisable/vested	5 years 10 months 13 days
Aggregate Intrinsic Value
Outstanding	$ 687,476	$ 1,039,229
Exercisable/vested	$ 673,414

SHARE-BASED COMPENSATION - Rest

SHARE-BASED COMPENSATION - Restricted Share Units Outstanding (Details)	3 Months Ended
	Mar. 31, 2022$ / sharesshares
Number of Shares
Outstanding (in shares) | shares	1,816,851
Granted (in shares) | shares	1,351,114
Forfeited (in shares) | shares	(482,104)
Vested (in shares) | shares	(77,193)
Shares withheld upon vesting (in shares) | shares	(38,979)
Outstanding (in shares) | shares	2,569,689
Weighted-Average Grant Date Fair Value
Outstanding (in usd per share) | $ / shares	$ 2.28
Granted (in usd per share) | $ / shares	1.35
Forfeited (in usd per share) | $ / shares	2.68
Vested (in usd per share) | $ / shares	3.82
Shares withheld upon vesting (in usd per share) | $ / shares	3.82
Outstanding (in usd per share) | $ / shares	$ 1.69

INCOME TAXES (Details)

INCOME TAXES (Details)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Effective tax rate	0.00%	(0.25%)

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands	Apr. 16, 2021	Mar. 02, 2021	Nov. 30, 2020	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Related Party Transaction [Line Items]
Note receivable from related party			$ 1,000,000	$ 1,037		$ 1,037
Note receivable interest rate			3.25%
Purchase option		$ 8,000		0	$ 8,000
Purchase option, extended term	1 year
Related party manufacturing agreement
Related Party Transaction [Line Items]
Related party expenses				$ 673	$ 1,537
Payment terms				30 days
Related party liability				$ 294		$ 119
Related party consulting services
Related Party Transaction [Line Items]
Related party expenses				420
Consulting agreement, extended term	1 year
Payments to related party	$ 2,081
Prepaid expense, current				$ 604

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - $ / shares	May 08, 2022	Mar. 31, 2022
Subsequent Event [Line Items]
Warrants expired (in shares)		0
Warrants expired, weighted average exercise price (in usd per share)		$ 0
Subsequent Event
Subsequent Event [Line Items]
Warrants expired (in shares)	1,232,225
Warrants expired, weighted average exercise price (in usd per share)	$ 15.29